[Rev. 2/10/2015 4:06:57
PM--2014R2]
CHAPTER 86 - LIMITED-LIABILITY COMPANIES
GENERAL PROVISIONS
NRS 86.011 Definitions.
NRS 86.022 “Articles”
and “articles of organization” defined.
NRS 86.031 “Bankrupt”
defined.
NRS 86.051 “Foreign
limited-liability company” defined.
NRS 86.061 “Limited-liability
company” and “company” defined.
NRS 86.065 “Majority
in interest” defined.
NRS 86.071 “Manager”
defined.
NRS 86.081 “Member”
defined.
NRS 86.091 “Member’s
interest” defined.
NRS 86.095 “Noneconomic
member” defined.
NRS 86.101 “Operating
agreement” defined.
NRS 86.105 “Personal
representative” defined.
NRS 86.111 “Real
property” defined.
NRS 86.118 “Registered
agent” defined.
NRS 86.121 “Registered
office” defined.
NRS 86.1252 “Restricted
limited-liability company” defined.
NRS 86.1255 “Series”
and “series of members” defined.
NRS 86.131 Applicability
of chapter to foreign and interstate commerce.
NRS 86.135 Amendment
or repeal of provisions of chapter; chapter deemed part of articles of company.
NRS 86.137 Secretary
of State authorized to adopt certain regulations to allow limited-liability
company to carry out powers and duties through most recent technology.
ORGANIZATION
NRS 86.141 Purpose
for organization; prohibition against organization of limited-liability company
for certain illegal purposes.
NRS 86.151 Filing
requirements.
NRS 86.155 Perpetual
existence of company.
NRS 86.161 Articles
of organization: Required and optional provisions.
NRS 86.171 Name
of company: Distinguishable name required; availability of name of revoked,
merged or otherwise terminated company; limitations; regulations.
NRS 86.176 Name
of company: Reservation; injunctive relief.
NRS 86.201 Commencement
of organizational existence.
NRS 86.211 Articles
of organization: Notice imparted by filing.
NRS 86.213 Penalty
for purporting to do business as limited-liability company without filing
articles of organization; enforcement; regulations.
NRS 86.216 Amendment
of articles of organization before issuance of member’s interest.
NRS 86.221 Amendment
and restatement of articles of organization.
NRS 86.226 Filing
and effectiveness of certificate of amendment or judicial decree of amendment.
REGISTERED AGENT AND REGISTERED OFFICE
NRS 86.231 Registered
agent required; address of registered office.
NRS 86.241 Maintenance
of records at office in State; right of members and managers to obtain or
examine records.
NRS 86.243 Denial
of right to obtain or examine records; action to enforce right to obtain or
examine records; defense to action for penalties or damages; authority of court
to compel production of records.
NRS 86.246 Statement
to be maintained at registered office or principal place of business;
requirement to assist in criminal investigation; failure to comply;
regulations.
NRS 86.251 Resignation
of registered agent or termination of registration of commercial registered
agent.
NRS 86.261 Service
of process, notice or demand upon registered agent.
ANNUAL LIST; DEFAULTING COMPANIES
NRS 86.263 Filing
requirements; fees; notice; regulations.
NRS 86.264 Additional
filing requirements for certain companies: Criteria; statement; fees.
NRS 86.266 Certificate
of authorization to transact business.
NRS 86.269 Addresses
of managers and members required; failure to file.
NRS 86.272 Defaulting
companies: Identification; reinstatement; penalty.
NRS 86.274 Defaulting
companies: Duties of Secretary of State; forfeiture; distribution of assets.
NRS 86.276 Defaulting
companies: Conditions and procedure for reinstatement.
NRS 86.278 Defaulting
companies: Reinstatement under old or new name; regulations.
OPERATION
NRS 86.281 General
powers.
NRS 86.286 Operating
agreement.
NRS 86.291 Management.
NRS 86.293 Noneconomic
members.
NRS 86.296 Classes
of members or managers; series of members.
NRS 86.301 Limitation
on authority to contract debt or incur liability.
NRS 86.311 Acquisition,
ownership and disposition of property.
NRS 86.321 Contributions
to capital: Form.
NRS 86.326 Admission
of members; member has no preemptive right to acquire certain interests;
exception.
NRS 86.331 Resignation
or withdrawal of member: Limitation; payment to member who rightfully resigns
or withdraws.
NRS 86.335 Resignation
or withdrawal of member in violation of operating agreement; loss of right to
participate upon resignation or withdrawal.
NRS 86.341 Distribution
of profits.
NRS 86.343 Distribution
of profits and contributions: Prohibition; applicable determinations; liability
of member for violation.
NRS 86.345 Distributions:
Limitations applicable to restricted limited-liability companies.
NRS 86.346 Distributions:
Form; status of member or transferee.
NRS 86.351 Nature
and transfer of member’s interest; rights of transferee; substituted members.
LIABILITY, INDEMNIFICATION AND INSURANCE
NRS 86.361 Liability
of persons assuming to act as company without authority.
NRS 86.371 Liability
of member or manager for debts or liabilities of company.
NRS 86.381 Member
of company is not proper party in proceeding by or against company; exception.
NRS 86.391 Liability
of member to company.
NRS 86.401 Rights
and remedies of creditor of member.
NRS 86.411 Indemnification
of manager, member, employee or agent: Proceeding other than by company.
NRS 86.421 Indemnification
of manager, member, employee or agent: Proceeding by company.
NRS 86.431 Indemnification
of manager, member, employee or agent: Scope; authorization.
NRS 86.441 Indemnification
of member or manager: Advancement of expenses.
NRS 86.451 Indemnification
of manager, member, employee or agent: Effect of provisions on other rights;
continuation after cessation of status.
NRS 86.461 Maintenance
of insurance or other financial arrangements against liability of member,
manager, employee or agent.
NRS 86.471 Effect
of providing insurance or other financial arrangements against liability of member,
manager, employee or agent.
NRS 86.481 Exclusion
of company which provides self-insurance from title 57 of NRS.
DERIVATIVE ACTIONS
NRS 86.483 Authority
of member to bring action.
NRS 86.485 Qualifications
of plaintiff.
NRS 86.487 Pleading.
NRS 86.489 Expenses.
DISSOLUTION
NRS 86.490 Dissolution
before commencement of business; limitations.
NRS 86.491 Events
requiring dissolution and winding up of affairs; powers and duties of person
winding up affairs; effect of certain events affecting member.
NRS 86.495 Dissolution
by decree of court; termination of series by decree of court.
NRS 86.505 Continuation
of company after dissolution for winding up of affairs; limitation on actions
by or against dissolved company or its managers or members.
NRS 86.521 Distribution
of assets after dissolution.
NRS 86.531 Articles
of dissolution: Required provisions.
NRS 86.541 Filing
and effectiveness of articles of dissolution; powers of trustees of dissolved
company.
FOREIGN LIMITED-LIABILITY COMPANIES
NRS 86.543 Law
governing organization, internal affairs and liability of managers and members.
NRS 86.544 Filing
requirements; prohibition against registration for certain illegal purposes;
required provisions of application for registration.
NRS 86.545 Issuance
of certificate of registration by Secretary of State.
NRS 86.546 Name
for registration.
NRS 86.5461 Annual
list: Filing requirements; fees; powers and duties of Secretary of State;
regulations.
NRS 86.54615 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 86.5462 Additional
filing requirements for certain companies: Criteria; statement; fees.
NRS 86.5463 Certificate
of authorization to transact business.
NRS 86.5464 Addresses
of managers or managing members required; failure to file.
NRS 86.5465 Defaulting
companies: Identification; forfeiture of right to transact business; penalty.
NRS 86.5466 Defaulting
companies: Duties of Secretary of State.
NRS 86.5467 Defaulting
companies: Conditions and procedure for reinstatement.
NRS 86.5468 Defaulting
companies: Reinstatement under old or new name; regulations.
NRS 86.547 Cancellation
of registration.
NRS 86.548 Penalty
for transacting business without registration; enforcement; regulations.
NRS 86.5483 Activities
not constituting transaction of business.
NRS 86.5487 Determination
of whether solicitation is made or accepted.
NRS 86.549 Action
by Attorney General to restrain transaction of business.
MISCELLANEOUS PROVISIONS
NRS 86.555 Issuance
of occupational or professional license to limited-liability company by board
or commission; regulations.
NRS 86.557 Form
required for filing of records.
NRS 86.561 Fees.
NRS 86.563 Procedure
to submit replacement page to Secretary of State before actual filing of record.
NRS 86.566 Filing
of records written in language other than English.
NRS 86.568 Correction
of inaccurate or defective record filed with Secretary of State; cancellation
of filings.
NRS 86.571 Waiver
of notice.
NRS 86.580 Renewal
or revival of charter: Procedure; fee; certificate as evidence.
NRS 86.590 Renewal
or revival of charter: Status of company.
_________
GENERAL PROVISIONS
NRS 86.011 Definitions. As
used in this chapter, unless the context otherwise requires, the words and
terms defined in NRS 86.022 to 86.1255, inclusive, have the meanings ascribed to
them in those sections.
(Added to NRS by 1991, 1292; A 1993, 1012; 1995, 2107; 1999, 1611; 2001, 1388, 3199; 2003, 3136; 2005, 2190; 2007, 2669; 2009, 1693;
2011, 2798;
2013, 1276)
NRS 86.022 “Articles” and “articles of organization” defined. “Articles” and “articles of organization” are
synonymous terms and, unless the context otherwise requires, include
certificates and restated articles of organization filed pursuant to NRS 86.221 and articles of merger, conversion,
exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270.
(Added to NRS by 2001, 1384; A 2001, 3199)
NRS 86.031 “Bankrupt” defined. “Bankrupt”
is limited to the effect of the federal statutes codified as Title 11 of the
United States Code.
(Added to NRS by 1991, 1292)
NRS 86.051 “Foreign limited-liability company” defined. “Foreign limited-liability company” means a
limited-liability company formed under the laws of any jurisdiction other than
this State.
(Added to NRS by 1991, 1292)
NRS 86.061 “Limited-liability company” and “company” defined. “Limited-liability company” or “company” means
a limited-liability company organized and existing under this chapter,
including a restricted limited-liability company.
(Added to NRS by 1991, 1292; A 2009, 1693)
NRS 86.065 “Majority in interest” defined. “Majority
in interest” means a majority of the interests in the current profits of a
limited-liability company.
(Added to NRS by 1995, 2106; A 1997, 715)
NRS 86.071 “Manager” defined. “Manager”
means a person, or one of several persons, designated in or selected pursuant
to the articles of organization or operating agreement of a limited-liability
company to manage the company.
(Added to NRS by 1991, 1293; A 1997, 715)
NRS 86.081 “Member” defined. “Member”
means the owner of a member’s interest in a limited-liability company or a
noneconomic member.
(Added to NRS by 1991, 1293; A 1997, 715; 2001, 1388, 3199)
NRS 86.091 “Member’s interest” defined. “Member’s
interest” means a share of the economic interests in a limited-liability
company, including profits, losses and distributions of assets.
(Added to NRS by 1991, 1293; A 1997, 715)
NRS 86.095 “Noneconomic member” defined. “Noneconomic
member” means a member of a limited-liability company who:
1. Does not own a member’s interest in the
company;
2. Does not have an obligation to
contribute capital to the company;
3. Does not have a right to participate in
or receive distributions of profits of the company or an obligation to
contribute to the losses of the company; and
4. May have voting rights and other rights
and privileges given to noneconomic members of the company by the articles of organization
or operating agreement.
(Added to NRS by 2001, 1384; A 2001, 3199)
NRS 86.101 “Operating agreement” defined. “Operating
agreement” means any valid agreement of the members as to the affairs of a
limited-liability company and the conduct of its business, whether in any
tangible or electronic format.
(Added to NRS by 1991, 1293; A 2011, 779)
NRS 86.105 “Personal representative” defined. “Personal
representative” means:
1. In reference to a natural person, the
executor, administrator, guardian, conservator or other legal representative
thereof.
2. In reference to a person other than a
natural person, the legal representative or successor thereof.
(Added to NRS by 2013, 1275)
NRS 86.111 “Real property” defined. “Real
property” includes land, any interest, leasehold or estate in land, and any
improvements on it.
(Added to NRS by 1991, 1293)
NRS 86.118 “Registered agent” defined. “Registered
agent” has the meaning ascribed to it in NRS
77.230.
(Added to NRS by 2007, 2669)
NRS 86.121 “Registered office” defined. “Registered
office” of a limited-liability company means the office maintained at the
street address of its registered agent.
(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126; 2007, 2669)
NRS 86.1252 “Restricted limited-liability company” defined. “Restricted limited-liability company” means a
limited-liability company organized and existing under this chapter that elects
to include the optional provisions permitted by NRS
86.161.
(Added to NRS by 2009, 1691)
NRS 86.1255 “Series” and “series of members” defined. “Series” and “series of members” are
synonymous terms and, unless the context otherwise requires, mean a series of
members’ interests having separate rights, powers or duties with respect to
property, obligations or profits and losses associated with property or
obligations, which are specified in the articles of organization or operating
agreement or specified by one or more members or managers or other persons as
provided in the articles of organization or operating agreement.
(Added to NRS by 2005, 2189)
NRS 86.131 Applicability of chapter to foreign and interstate commerce. The provisions of this chapter apply to
commerce with foreign nations and among the several states. It is the intention
of the Legislature by enactment of this chapter that the legal existence of
limited-liability companies formed under this chapter be recognized beyond the
limits of this State and that, subject to any reasonable requirement of
registration, any such company transacting business outside this State be
granted protection of full faith and credit under Section 1 of Article IV of
the Constitution of the United States.
(Added to NRS by 1991, 1304)
NRS 86.135 Amendment or repeal of provisions of chapter; chapter deemed
part of articles of company. The
provisions of this chapter may be amended or repealed at the pleasure of the
legislature. A limited-liability company created pursuant to the provisions of
this chapter or availing itself of any of the provisions of this chapter and
all members and managers of the limited-liability company are bound by the
amendment. An amendment or repeal does not take away or impair any remedy
against a limited-liability company or its managers or members for a liability
that has been previously incurred. The provisions of this chapter and all
amendments thereof are a part of the articles of every limited-liability
company.
(Added to NRS by 2001, 1385; A 2001, 3199)
NRS 86.137 Secretary of State authorized to adopt certain regulations to
allow limited-liability company 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 limited-liability company 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, 779)
ORGANIZATION
NRS 86.141 Purpose for organization; prohibition against organization of
limited-liability company for certain illegal purposes.
1. Except as otherwise provided in subsection
2, a limited-liability company may be organized under this chapter for any
lawful purpose. A person shall not organize a limited-liability company for any
illegal purpose or with the fraudulent intent to conceal any business activity,
or lack thereof, from another person or a governmental agency.
2. A limited-liability company may not be
organized for the purpose of insurance unless approved to do so by the
Commissioner of Insurance.
(Added to NRS by 1991, 1293; A 1995, 496; 2005, 2257; 2013, 856)
NRS 86.151 Filing requirements.
1. One or more persons may form a
limited-liability company by signing and filing with the Secretary of State
articles of organization for the company.
2. Upon the filing of the articles of
organization with the Secretary of State and the payment of the required filing
fees, the Secretary of State shall issue to the company a certificate that the
articles, containing the required statement of facts, have been filed.
3. A signer of the articles of
organization or a manager designated in the articles does not thereby become a
member of the company. Except as otherwise provided in NRS
86.491, at all times after commencement of business by the company, the
company must have one or more members. The filing of the articles does not, by
itself, constitute commencement of business by the company.
(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 715; 1999, 1611; 2003, 3136; 2007, 2669; 2013, 1276)
NRS 86.155 Perpetual existence of company. Unless
otherwise provided in its articles of organization or operating agreement, a
limited-liability company has perpetual existence.
(Added to NRS by 1997, 714)
NRS 86.161 Articles of organization: Required and optional provisions.
1. The articles of organization must set
forth:
(a) The name of the limited-liability company;
(b) The information required pursuant to NRS 77.310;
(c) The name and address, either residence or
business, of each of the organizers signing the articles;
(d) If the company is to be managed by:
(1) One or more managers, the name and
address, either residence or business, of each initial manager; or
(2) The members, the name and address,
either residence or business, of each initial member;
(e) If the company is to have one or more series
of members and the debts or liabilities of any series are to be enforceable
against the assets of that series only and not against the assets of another
series or the company generally, a statement to that effect and a statement:
(1) Setting forth the relative rights,
powers and duties of the series; or
(2) Indicating that the relative rights,
powers and duties of the series will be set forth in the operating agreement or
established as provided in the operating agreement; and
(f) If the company is to be a restricted
limited-liability company, a statement to that effect.
2. The articles may set forth any other
provision, not inconsistent with law, which the members elect to set out in the
articles of organization for the regulation of the internal affairs of the
company, including any provisions which under this chapter are required or
permitted to be set out in the operating agreement of the company.
3. It is not necessary to set out in the
articles of organization:
(a) The rights of the members to contract debts
on behalf of the limited-liability company if the limited-liability company is
managed by its members;
(b) The rights of the manager or managers to
contract debts on behalf of the limited-liability company if the
limited-liability company is managed by a manager or managers; or
(c) Any of the powers enumerated in this chapter.
(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 716; 1999, 1612; 2003, 3136; 2003, 20th
Special Session, 63; 2005, 2190; 2007, 2670; 2009, 1694)
NRS 86.171 Name of company: Distinguishable name required; availability of
name of revoked, merged or otherwise terminated company; limitations;
regulations.
1. The name of a limited-liability company
formed under the provisions of this chapter must contain the words
“Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” or
“Limited” or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The
word “Company” may be abbreviated as “Co.”
2. The name proposed for a
limited-liability company must be distinguishable on the records of the
Secretary of State from the names of all other artificial persons formed,
organized, registered or qualified pursuant to the provisions of this title
that are on file in the Office of the Secretary of State and all names that are
reserved in the Office of the Secretary of State pursuant to the provisions of
this title. If a proposed name is not so distinguishable, the Secretary of
State shall return the articles of organization to the organizer, unless the
written, acknowledged consent of the holder of the name on file or reserved
name to use the same name or the requested similar name accompanies the
articles of organization.
3. For the purposes of this section and NRS 86.176, a proposed name is not distinguishable
from a name on file or reserved name solely because one or the other contains
distinctive lettering, a distinctive mark, a trademark or a trade name, or any
combination thereof.
4. The name of a limited-liability company
whose charter has been revoked, which has merged and is not the surviving
entity or whose existence has otherwise terminated is available for use by any
other artificial person.
5. The Secretary of State shall not accept
for filing any articles of organization for any limited-liability company if
the name of the limited-liability company contains the word “accountant,”
“accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State
Board of Accountancy certifies that the limited-liability company:
(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the Nevada State Board of
Accountancy under penalty of perjury a written statement that the
limited-liability company is not engaged in the practice of accounting and is
not offering to practice accounting in this State.
6. The Secretary of State shall not accept
for filing any articles of organization or certificate of amendment of articles
of organization of any limited-liability company formed or existing pursuant to
the laws of this State which provides that the name of the limited-liability
company contains the word “bank” or “trust” unless:
(a) It appears from the articles of organization
or the certificate of amendment that the limited-liability company proposes to
carry on business as a banking or trust company, exclusively or in connection
with its business as a bank, savings and loan association or thrift company;
and
(b) The articles of organization or certificate
of amendment is first approved by the Commissioner of Financial Institutions.
7. The Secretary of State shall not accept
for filing any articles of organization or certificate of amendment of articles
of organization of any limited-liability company formed or existing pursuant to
the provisions of this chapter if it appears from the articles or the
certificate of amendment that the business to be carried on by the
limited-liability company is subject to supervision by the Commissioner of
Insurance or by the Commissioner of Financial Institutions unless the articles
or certificate of amendment is approved by the Commissioner who will supervise
the business of the limited-liability company.
8. Except as otherwise provided in
subsection 7, the Secretary of State shall not accept for filing any articles
of organization or certificate of amendment of articles of organization of any
limited-liability company formed or existing pursuant to the laws of this State
which provides that the name of the limited-liability company contains the
words “engineer,” “engineered,” “engineering,” “professional engineer,”
“registered engineer” or “licensed engineer” unless:
(a) The State Board of Professional Engineers and
Land Surveyors certifies that the principals of the limited-liability company
are licensed to practice engineering pursuant to the laws of this State; or
(b) The State Board of Professional Engineers and
Land Surveyors certifies that the limited-liability company is exempt from the
prohibitions of NRS 625.520.
9. Except as otherwise provided in
subsection 7, the Secretary of State shall not accept for filing any articles
of organization or certificate of amendment of articles of organization of any
limited-liability company formed or existing pursuant to the laws of this State
which provides that the name of the limited-liability company contains the
words “architect,” “architecture,” “registered architect,” “licensed
architect,” “registered interior designer,” “registered interior design,”
“residential designer,” “registered residential designer,” “licensed
residential designer” or “residential design” unless the State Board of
Architecture, Interior Design and Residential Design certifies that:
(a) The principals of the limited-liability
company are holders of a certificate of registration to practice architecture
or residential design or to practice as a registered interior designer, as
applicable, pursuant to the laws of this State; or
(b) The limited-liability company is qualified to
do business in this State pursuant to NRS
623.349.
10. The Secretary of State shall not
accept for filing any articles of organization or certificate of amendment of
articles of organization of any limited-liability company formed or existing
pursuant to the laws of this State which provides that the name of the limited-liability
company contains the words “common-interest community,” “community
association,” “master association,” “unit-owners’ association” or “homeowners’
association” or if it appears in the articles of organization or certificate of
amendment of articles of organization that the purpose of the limited-liability
company is to operate as a unit-owners’ association pursuant to chapter 116 or 116B
of NRS unless the Administrator of the Real Estate Division of the Department
of Business and Industry certifies that the limited-liability company has:
(a) Registered with the Ombudsman for Owners in
Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and
(b) Paid to the Administrator of the Real Estate
Division the fees required pursuant to NRS
116.31155 or 116B.620.
11. The Secretary of State may adopt
regulations that interpret the requirements of this section.
(Added to NRS by 1991, 1294; A 1993, 1013; 1995, 2108; 1997, 2812; 1999, 1612, 1709; 2001, 101; 2003, 3137; 2003, 20th
Special Session, 64; 2005, 2190, 2258, 2627; 2007, 6, 2284)
NRS 86.176 Name of company: Reservation; injunctive relief.
1. The Secretary of State, when requested
so to do, shall reserve, for a period of 90 days, the right to use any name
available under NRS 86.171, for the use of any
proposed limited-liability company. During the period, a name so reserved is
not available for use or reservation by any other artificial person forming,
organizing, registering or qualifying in the Office of the Secretary of State
pursuant to the provisions of this title without the written, acknowledged
consent of the person at whose request the reservation was made.
2. The use by any other artificial person
of a name in violation of subsection 1 or NRS 86.171
may be enjoined, even if the record under which the artificial person is
formed, organized, registered or qualified has been filed by the Secretary of
State.
(Added to NRS by 1993, 1009; A 1999, 1613; 2003, 3138)
NRS 86.201 Commencement of organizational existence.
1. A limited-liability company is
considered legally organized pursuant to this chapter:
(a) At the time of the filing of the articles of
organization with the Secretary of State, upon a later date and time as
specified in the articles, which date must not be more than 90 days after the
date on which the articles are filed or, if the articles specify a later
effective date but do not specify an effective time, at 12:01 a.m. in the Pacific
time zone on the specified later date, whichever is applicable; and
(b) Upon paying the required filing fees to the
Secretary of State.
2. A limited-liability company must not
transact business or incur indebtedness, except that which is incidental to its
organization or to obtaining subscriptions for or payment of contributions,
until the company is considered legally organized pursuant to subsection 1.
3. A limited-liability company is an
entity distinct from its managers and members.
(Added to NRS by 1991, 1294; A 1993, 1014; 1995, 1127, 2108; 2001, 1388, 3199; 2007, 2424, 2670; 2011, 2798)
NRS 86.211 Articles of organization: Notice imparted by filing. The fact that the articles of organization are
on file in the Office of the Secretary of State is notice that the
limited-liability company is a limited-liability company and is notice of all
other facts set forth therein which are required to be set forth in the
articles of organization, unless the existence and facts set forth have been
rebutted and made a part of a record of any court of competent jurisdiction.
(Added to NRS by 1991, 1294)
NRS 86.213 Penalty for purporting to do business as limited-liability
company without filing articles of organization; enforcement; regulations.
1. Every person, other than a foreign
limited-liability company, who is purporting to do business in this State as a
limited-liability company and who willfully fails or neglects to file with the
Secretary of State articles of organization 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, 1691;
A 2013, 856)
NRS 86.216 Amendment of articles of organization before issuance of
member’s interest.
1. For any limited-liability company where
management is vested in one or more managers and where no member’s interest in
the limited-liability company has been issued, at least two-thirds of the
organizers or the managers of the limited-liability company may amend the
articles of organization of the limited-liability company by signing and filing
with the Secretary of State a certificate amending, modifying, changing or
altering the articles, in whole or in part. The certificate must state that:
(a) The signers thereof are at least two-thirds
of the organizers or the managers of the limited-liability company, and state
the name of the limited-liability company; and
(b) As of the date of the certificate, no
member’s interest in the limited-liability company has been issued.
2. A certificate filed pursuant to this
section is effective at the time of the filing of the certificate with the
Secretary of State or upon a later date and time as specified in the
certificate, which date must not be more than 90 days after the date on which
the certificate is filed. If a certificate filed pursuant to this section
specifies a later effective date but does not specify an effective time, the
certificate is effective at 12:01 a.m. in the Pacific time zone on the specified
later date.
3. If a certificate filed pursuant to this
section specifies a later effective date and if no member’s interest in the
limited-liability company has been issued, the managers of the
limited-liability company may terminate the effectiveness of the certificate by
filing a certificate of termination with the Secretary of State that:
(a) Is filed before the effective date specified
in the certificate filed with the Secretary of State pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that no member’s interest in the
limited-liability company has been issued;
(d) States that the effectiveness of the
certificate has been terminated;
(e) Is signed by at least two-thirds of the
managers; and
(f) Is accompanied by a filing fee of $175.
4. This section does not permit the
insertion of any matter not in conformity with this chapter.
(Added to NRS by 2005, 2189; A 2011, 2798)
NRS 86.221 Amendment and restatement of articles of organization.
1. The articles of organization of a
limited-liability company may be amended for any purpose, not inconsistent with
law, as determined by all of the members or permitted by the articles or an
operating agreement.
2. Except as otherwise provided in NRS 77.340, an amendment must be made in
the form of a certificate setting forth:
(a) The name of the limited-liability company;
(b) Whether the limited-liability company is
managed by managers or members; and
(c) The amendment to the articles of
organization.
3. The certificate of amendment must be
signed by a manager of the company or, if management is not vested in a
manager, by a member.
4. Restated articles of organization may
be signed and filed in the same manner as a certificate of amendment. If the
certificate alters or amends the articles in any manner, it must be accompanied
by a form prescribed by the Secretary of State setting forth which provisions
of the articles of organization on file with the Secretary of State are being
altered or amended.
5. The following may be omitted from the
restated articles of organization:
(a) The names, addresses, signatures and
acknowledgments of the organizers;
(b) The names and addresses of the past and
present members or managers; and
(c) The information required pursuant to NRS 77.310.
6. A certificate of amendment or restated
articles of organization filed pursuant to this section are effective at the
time of the filing of the certificate or restated articles with the Secretary
of State or upon a later date and time as specified in the certificate or
restated articles, which date must not be more than 90 days after the date on
which the certificate or restated articles are filed. If a certificate or
restated articles filed pursuant to this section specify a later effective date
but do not specify an effective time, the certificate or restated articles are
effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1991, 1304; A 1993, 1014; 1995, 1127, 2108; 1997, 716; 1999, 1613; 2001, 1388, 3199; 2003, 3138; 2003, 20th
Special Session, 65; 2005, 2192, 2259; 2007, 2671; 2011, 2799)
NRS 86.226 Filing and effectiveness of certificate of amendment or judicial
decree of amendment.
1. A signed certificate of amendment, or a
certified copy of a judicial decree of amendment, must be filed with the
Secretary of State. A person who signs a certificate as an agent, officer or
fiduciary of the limited-liability company need not exhibit evidence of his or
her authority as a prerequisite to filing. Unless the Secretary of State finds
that a certificate does not conform to law, upon receipt of all required filing
fees the Secretary of State shall file the certificate.
2. A certificate of amendment or judicial
decree of amendment is effective at the time of the filing of the certificate
or judicial decree with the Secretary of State or upon a later date and time as
specified in the certificate or judicial decree, which date must not be more
than 90 days after the certificate or judicial decree is filed. If a
certificate or judicial decree filed pursuant to subsection 1 specifies a later
effective date but does not specify an effective time, the certificate or
judicial decree is effective at 12:01 a.m. in the Pacific time zone on the
specified later date.
3. If a certificate filed pursuant to
subsection 1 specifies a later effective date or a later effective date and
time and if the resolution of the members approving the proposed amendment
provides that one or more managers or, if management is not vested in a
manager, one or more members may abandon the proposed amendment, then those
managers or members may terminate the effectiveness of the certificate by
filing a certificate of termination with the Secretary of State that:
(a) Is filed before the effective date and time
specified in the certificate filed pursuant to subsection 1 or, if the
certificate specifies a later effective date but does not specify an effective
time, on or before the day preceding the specified later date;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of
the members, the manager of the company or, if management is not vested in a
manager, a designated member is authorized to terminate the effectiveness of
the certificate;
(d) States that the effectiveness of the
certificate has been terminated;
(e) Is signed by a manager of the company or, if
management is not vested in a manager, a designated member; and
(f) Is accompanied by a filing fee of $175.
(Added to NRS by 1993, 1009; A 1995, 2109; 1997, 717; 1999, 1613; 2001, 1388, 3180, 3199; 2003, 3138; 2003, 20th
Special Session, 65; 2005, 2193; 2011, 2800)
REGISTERED AGENT AND REGISTERED OFFICE
NRS 86.231 Registered agent required; address of registered office. A limited-liability company shall have a
registered agent who must have a street address for the service of process. The
street address of the registered agent is the registered office of the
limited-liability company in this State.
(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 1127, 2109; 2007, 2671)
NRS 86.241 Maintenance of records at office in State; right of members and
managers to obtain or examine records.
1. Each limited-liability company shall
continuously maintain in this State an office, which may but need not be a
place of its business in this State, at which it shall keep, unless otherwise
provided by an operating agreement:
(a) A current list of the full name and last
known business address of each member and manager, separately identifying the
members in alphabetical order and the managers, if any, in alphabetical order;
(b) A copy of the filed articles of organization
and all amendments thereto, together with signed copies of any powers of
attorney pursuant to which any record has been signed; and
(c) Copies of any then effective operating
agreement of the company.
2. In lieu of keeping at an office in this
State the information required in paragraphs (a) and (b) of subsection 1, the
limited-liability company may keep a statement with the registered agent
setting out the name of the custodian of the information required in paragraphs
(a) and (b) of subsection 1, and the present and complete address, including
street and number, if any, where the information required in paragraphs (a) and
(b) of subsection 1 is kept.
3. Each member of a limited-liability
company is entitled to obtain from the company, from time to time upon
reasonable demand, for any purpose reasonably related to the interest of the
member as a member of the company:
(a) The records required to be maintained
pursuant to subsection 1;
(b) True and, in light of the member’s stated
purpose, complete records regarding the activities and the status of the
business and financial condition of the company;
(c) Promptly after becoming available, a copy of
the company’s federal, state and local income tax returns for each year;
(d) True and complete records regarding the
amount of cash and a description and statement of the agreed value of any other
property or services contributed by each member and which each member has agreed
to contribute in the future, and the date on which each became a member; and
(e) Other records regarding the affairs of the
company as is just and reasonable under the circumstances and in light of the
member’s stated purpose for demanding such records.
Ê The right to
obtain records under this subsection includes, if reasonable, the right to make
copies or abstracts by photographic, xerographic, electronic or other means.
4. Each manager of a limited-liability
company managed by a manager or managers is entitled to examine from time to
time upon reasonable demand, for a purpose reasonably related to the manager’s
rights, powers and duties as such, the records described in subsection 3.
5. Any demand by a member or manager under
subsection 3 or 4 is subject to such reasonable standards regarding at what
time and location and at whose expense records are to be furnished as may be
set forth in the articles of organization or in an operating agreement adopted
or amended as provided in subsection 8 or, if no such standards are set forth
in the articles of organization or operating agreement, the records must be
provided or made available for examination, as the case may be, during ordinary
business hours, at the company’s office required to be maintained pursuant to
subsection 1 and at the expense of the demanding member or manager.
6. Any demand by a member or manager under
this section must be in writing and must state the purpose of such demand. When
a demanding member seeks to obtain or a manager seeks to examine the records
described in subsection 3, the demanding member or manager must first establish
that:
(a) The demanding member or manager has complied
with the provisions of this section respecting the form and manner of making a
demand for obtaining or examining such records; and
(b) The records sought by the demanding member or
manager are reasonably related to the member’s interest as a member or the
manager’s rights, powers and duties as a manager, as the case may be.
7. In every instance where an attorney or
other agent of a member or manager seeks to exercise any right arising under
this section on behalf of such member or manager, the demand must be
accompanied by a power of attorney signed by the member or manager authorizing
the attorney or other agent to exercise such rights on behalf of the member or
manager.
8. The rights of a member to obtain or a
manager to examine records as provided in this section may be restricted or
denied entirely in the articles of organization or in an operating agreement
adopted by all of the members or by the sole member or in any subsequent
amendment adopted by all of the members at the time of amendment.
(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 2110; 2003, 3139; 2009, 1694)
NRS 86.243 Denial of right to obtain or examine records; action to enforce
right to obtain or examine records; defense to action for penalties or damages;
authority of court to compel production of records.
1. The rights authorized by NRS 86.241 may be denied to a member or manager, as
the case may be, or to such person’s attorney or other agent, upon the refusal
of the member or manager to furnish to the limited-liability company an affidavit
that the provision or examination of records is not desired for a purpose which
is in the interest of a business or object other than the business of the
company and that such person has not at any time sold or offered for sale any
list of members of any domestic or foreign limited-liability company or any
list of stockholders of any domestic or foreign corporation or aided or abetted
any person in procuring any such record for any such purpose.
2. Any action to enforce any rights
arising under NRS 86.241 must be brought in the
district court for the county in which the limited-liability company has its
principal place of business or if such principal office is not located in this
State, the county in which the company’s registered office is located. If the
company refuses to permit a member to obtain or a manager to examine the
records described in NRS 86.241 or does not reply
to a demand within 10 business days after the demand has been made, the
demanding member or manager may apply to the district court for an order to
compel such action.
3. The district court has exclusive
jurisdiction to determine whether or not the person seeking such records is
entitled to the records sought. The district court may:
(a) Order the limited-liability company to permit
the demanding member to obtain or manager to examine the records described in NRS 86.241 and to make copies or abstracts therefrom;
(b) Order the company to furnish to the demanding
member or manager the records described in NRS 86.241
on the condition that the demanding member or manager first pay to the company
the reasonable cost of obtaining and furnishing such records and on such other
conditions as the district court deems appropriate;
(c) In its discretion, prescribe any limitations
or conditions with reference to the obtaining or examining of records, or award
such other or further relief including an award of attorney’s fees and costs to
the prevailing party in the dispute as the district court may deem just and
proper; or
(d) Order records, pertinent extracts therefrom,
or duly authenticated copies thereof, to be brought within this State and kept
in this State upon such terms and conditions as the order may prescribe.
4. It is a defense to any action for
penalties or damages under this section that the person bringing such action
has at any time sold or offered for sale any list of members of any domestic or
foreign limited-liability company or any list of stockholders of any domestic
or foreign corporation, or has aided or abetted any person in procuring any
such record for any such purpose, or that the person bringing such action
desired inspection for a purpose which is in the interest of a business or
object other than the business of the company.
5. This section does not impair the power
or jurisdiction of any court to compel the production for examination of the
records of a limited-liability company in any proper case.
(Added to NRS by 2009, 1691)
NRS 86.246 Statement to be maintained at registered office or principal
place of business; requirement to assist in criminal investigation; failure to
comply; regulations.
1. A limited-liability company shall
maintain at its registered office or principal place of business in this State
a statement indicating where the list required pursuant to paragraph (a) of
subsection 1 of NRS 86.241 is maintained.
2. Upon the request of the Secretary of
State, the limited-liability company shall:
(a) Provide the Secretary of State with the name
and contact information of the custodian of the list described in subsection 1,
if different than the registered agent for such company. 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 custodian of 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 limited-liability company to:
(a) Submit to the Secretary of State, within 3
business days, a copy of the list required to be maintained pursuant to
paragraph (a) of subsection 1 of NRS 86.241; or
(b) Answer any interrogatory submitted by the
Secretary of State that will assist in the criminal investigation.
4. If a limited-liability company 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 charter of the limited-liability company.
5. The Secretary of State shall not
reinstate or revive a charter that was revoked or suspended pursuant to
subsection 4 unless:
(a) The limited-liability company 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
charter.
6. The Secretary of State may adopt
regulations to administer the provisions of this section.
(Added to NRS by 2007, 1323; A 2009, 1696,
2836)
NRS 86.251 Resignation of registered agent or termination of registration
of commercial registered agent.
1. If a registered agent resigns pursuant
to NRS 77.370 or if a commercial
registered agent terminates its registration as a commercial registered agent
pursuant to NRS 77.330, the
limited-liability company, before the effective date of the resignation or
termination, shall file with the Secretary of State a statement of change of
registered agent pursuant to NRS 77.340.
2. Each limited-liability company which
fails to comply with subsection 1 shall be deemed in default and is subject to
the provisions of NRS 86.272 and 86.274.
3. As used in this section, “commercial
registered agent” has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 1991, 1296; A 1993, 1016; 1995, 1128; 1999, 1614; 2003, 3139; 2003, 20th
Special Session, 66; 2007, 2671; 2013, 856)
NRS 86.261 Service of process, notice or demand upon registered agent.
1. The registered agent appointed by a
limited-liability company is an agent of the company upon whom any process,
notice or demand required or permitted by law to be served upon the company may
be served.
2. This section does not limit or affect
the right to serve any process, notice or demand required or permitted by law
to be served upon a limited-liability company in any other manner permitted by
law.
(Added to NRS by 1991, 1296; A 1995, 1128; 1997, 474; 2007, 2672)
ANNUAL LIST; DEFAULTING COMPANIES
NRS 86.263 Filing requirements; fees; notice; regulations.
1. A limited-liability company shall, on
or before the last day of the first month after the filing of its articles of
organization with the Secretary of State or, if the limited-liability company has
selected an alternative due date pursuant to subsection 11, on or before that
alternative due date, file with the Secretary of State, on a form furnished by
the Secretary of State, a list that contains:
(a) The name of the limited-liability company;
(b) The file number of the limited-liability
company, if known;
(c) The names and titles of all of its managers
or, if there is no manager, all of its managing members;
(d) The address, either residence or business, of
each manager or managing member listed, following the name of the manager or
managing member; and
(e) The signature of a manager or managing member
of the limited-liability company, or some other person specifically authorized
by the limited-liability company to sign the list, certifying that the list is
true, complete and accurate.
2. The limited-liability company shall
thereafter, on or before the last day of the month in which the anniversary
date of its organization occurs or, if, pursuant to subsection 11, the
limited-liability company has selected an alternative due date for filing the
list required by subsection 1, 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, on a form furnished by the Secretary of State, an
annual list containing all of the information required in subsection 1.
3. Each list required by subsections 1 and
2 must be accompanied by a declaration under penalty of perjury that:
(a) The limited-liability company has complied
with the provisions of chapter 76 of NRS;
(b) The limited-liability company 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
(c) None of the managers or managing members
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 manager or managing member in furtherance of any unlawful
conduct.
4. Upon filing:
(a) The initial list required by subsection 1,
the limited-liability company shall pay to the Secretary of State a fee of
$125.
(b) Each annual list required by subsection 2,
the limited-liability company shall pay to the Secretary of State a fee of
$125.
5. If a manager or managing member of a
limited-liability company resigns and the resignation is not reflected on the
annual or amended list of managers and managing members, the limited-liability
company or the resigning manager or managing member shall pay to the Secretary
of State a fee of $75 to file the resignation.
6. The Secretary of State shall, 90 days
before the last day for filing each list required by subsection 2, provide to
each limited-liability company which is required to comply with the provisions
of this section, and which has not become delinquent, a notice of the fee due
under subsection 4 and a reminder to file the list required by subsection 2.
Failure of any company to receive a notice does not excuse it from the penalty
imposed by law.
7. If the list to be filed pursuant to the
provisions of subsection 1 or 2 is defective or the fee required by subsection
4 is not paid, the Secretary of State may return the list for correction or
payment.
8. An annual list for a limited-liability
company not in default received by the Secretary of State more than 90 days
before its due date shall be deemed an amended list for the previous year.
9. A person who files with the Secretary
of State a list required by subsection 1 or 2 which identifies a manager or
managing member with the fraudulent intent of concealing the identity of any
person or persons exercising the power or authority of a manager or managing
member in furtherance of any unlawful conduct is subject to the penalty set
forth in NRS 225.084.
10. For the purposes of this section, a
member is not deemed to exercise actual control of the daily operations of a
limited-liability company based solely on the fact that the member has voting
control of the limited-liability company.
11. The Secretary of State may allow a
limited-liability company to select an alternative due date for filing the list
required by subsection 1.
12. The Secretary of State may adopt
regulations to administer the provisions of subsection 11.
(Added to NRS by 1993, 1010; A 1995, 1129, 2110; 1997, 2813; 2001, 3181; 2003, 20th
Special Session, 67, 184; 2005, 2259; 2007, 1324, 2672; 2009, 2036,
2837; 2013, 857)
NRS 86.264 Additional filing requirements for certain companies: Criteria;
statement; fees.
1. At the time of submitting any list
required pursuant to NRS 86.263, a
limited-liability company that meets the criteria set forth in subsection 2
must submit:
(a) The statement required pursuant to subsection
3, accompanied by a declaration under penalty of perjury attesting that the
statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the
manner provided pursuant to subsection 4.
2. A limited-liability company must submit
a statement pursuant to this section if the limited-liability company,
including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the
market within this State for any product sold or distributed by the
limited-liability company within this State; and
(b) Has had, during the previous 5-year period, a
total of five or more investigations commenced against the limited-liability
company, its parent or its subsidiaries in any jurisdiction within the United
States, including all state and federal investigations:
(1) Which concern any alleged contract,
combination or conspiracy in restraint of trade, as described in subsection 1
of NRS 598A.060, or which concern
similar activities prohibited by a substantially similar law of another
jurisdiction; and
(2) Which resulted in the
limited-liability company being fined or otherwise penalized or which resulted
in the limited-liability company being required to divest any holdings or being
unable to acquire any holdings as a condition for the settlement, dismissal or
resolution of those investigations.
3. A limited-liability company that meets
the criteria set forth in subsection 2 shall submit a statement which includes
the following information with respect to each investigation:
(a) The jurisdiction in which the investigation
was commenced.
(b) A summary of the nature of the investigation
and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or
civil litigation, a copy of all pleadings filed in the investigation by any
party to the litigation.
(d) A summary of the outcome of the
investigation, including specific information concerning whether any fine or
penalty was imposed against the limited-liability company and whether the
limited-liability company was required to divest any holdings or was unable to
acquire any holdings as a condition for the settlement, dismissal or resolution
of the investigation.
4. The fee collected pursuant to
subsection 1 must be deposited in the Attorney General’s Administration Budget
Account and used solely for the purpose of investigating any alleged contract,
combination or conspiracy in restraint of trade, as described in subsection 1
of NRS 598A.060.
(Added to NRS by 2003, 20th
Special Session, 58)
NRS 86.266 Certificate of authorization to transact business. If a limited-liability company has filed the
initial or annual list in compliance with NRS 86.263
and has paid the appropriate fee for the filing, the cancelled check or other
proof of payment received by the limited-liability company constitutes a
certificate authorizing it to transact its business within this State until the
last day of the month in which the anniversary of its formation occurs in the
next succeeding calendar year.
(Added to NRS by 1993, 1010; A 1995, 1129; 1999, 1615; 2001, 3182; 2003, 20th
Special Session, 68)
NRS 86.269 Addresses of managers and members required; failure to file.
1. Each list required to be filed under
the provisions of NRS 86.263 must, after the name
of each manager and member listed thereon, set forth the address, either
residence or business, of each manager or member.
2. If the addresses are not stated for
each person on any list offered for filing, the Secretary of State may refuse
to file the list, and the limited-liability company for which the list has been
offered for filing is subject to the provisions of NRS
86.272 and 86.274 relating to failure to file
the list within or at the times therein specified, unless a list is
subsequently submitted for filing which conforms to the provisions of this
section.
(Added to NRS by 1993, 1010; A 2003, 3140; 2003, 20th
Special Session, 68)
NRS 86.272 Defaulting companies: Identification; reinstatement; penalty.
1. Each limited-liability company which is
required to make a filing and pay the fee prescribed in NRS
86.263 and 86.264 and which refuses or neglects
to do so within the time provided is in default.
2. Upon notification from the
Administrator of the Real Estate Division of the Department of Business and
Industry that a limited-liability company which is a unit-owners’ association
as defined in NRS 116.011 or 116B.030 has failed to register pursuant
to NRS 116.31158 or 116B.625 or failed to pay the fees
pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall
deem the limited-liability company to be in default. If, after the
limited-liability company is deemed to be in default, the Administrator
notifies the Secretary of State that the limited-liability company has
registered pursuant to NRS 116.31158
or 116B.625 and paid the fees
pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall
reinstate the limited-liability company if the limited-liability company
complies with the requirements for reinstatement as provided in this section
and NRS 86.276.
3. 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 1993, 1010; A 1995, 1129; 2001, 3182; 2003, 20th
Special Session, 69; 2005, 2629; 2007, 2286)
NRS 86.274 Defaulting companies: Duties of Secretary of State; forfeiture;
distribution of assets.
1. The Secretary of State shall notify, by
providing written notice to its registered agent, each limited-liability
company deemed in default pursuant to the provisions of this chapter. 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 registered agent, 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 charter of the company is revoked and its right to transact business is
forfeited.
3. The Secretary of State shall compile a
complete list containing the names of all limited-liability companies whose
right to transact business has been forfeited.
4. The Secretary of State shall forthwith
notify, by providing written notice to its registered agent, each
limited-liability company specified in subsection 3 of the forfeiture of its
charter. 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 registered agent, may
be provided electronically.
5. If the charter of a limited-liability
company is revoked and the right to transact business is forfeited, all of the
property and assets of the defaulting company must be held in trust by the
managers or, if none, by the members of the company, and the same proceedings
may be had with respect to its property and assets as apply to the dissolution
of a limited-liability company pursuant to NRS 86.505
and 86.521. Any person interested may institute
proceedings at any time after a forfeiture has been declared, but, if the
Secretary of State reinstates the charter, the proceedings must be dismissed
and all property restored to the company.
6. If the assets are distributed, they
must be applied in the following manner:
(a) To the payment of the filing fee, penalties
incurred and costs due to the State; and
(b) To the payment of the creditors of the
company.
Ê Any balance
remaining must be distributed among the members as provided in subsection 1 of NRS 86.521.
(Added to NRS by 1993, 1011; A 1995, 1130; 2001, 1389, 3199; 2003, 48; 2003, 20th
Special Session, 69; 2007, 2673)
NRS 86.276 Defaulting companies: Conditions and procedure for
reinstatement.
1. Except as otherwise provided in
subsections 3 and 4 and NRS 86.246, the Secretary
of State shall reinstate any limited-liability company which has forfeited or
which forfeits its right to transact business pursuant to the provisions of
this chapter and shall restore to the company its right to carry on business in
this State, and to exercise its privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by NRS 86.263;
(2) The statement required by NRS 86.264, if applicable;
(3) The information required pursuant to NRS 77.310; and
(4) 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 manager or managers of the limited-liability company or, if there are
no managers, its managing members; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth
in NRS 86.263 and 86.272
for each year or portion thereof during which it failed to file in a timely
manner each required annual list;
(2) The fee set forth in NRS 86.264, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates
the limited-liability company, the Secretary of State shall issue to the
company a certificate of reinstatement if the limited-liability company:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 86.561.
3. The Secretary of State shall not order
a reinstatement unless all delinquent fees and penalties have been paid, and
the revocation of the charter occurred only by reason of failure to pay the
fees and penalties.
4. If a company’s charter has been revoked
pursuant to the provisions of this chapter and has remained revoked for a
period of 5 consecutive years, the charter must not be reinstated.
5. Except as otherwise provided in NRS 86.278, a reinstatement pursuant to this section
relates back to the date on which the company forfeited its right to transact
business under the provisions of this chapter and reinstates the company’s
right to transact business as if such right had at all times remained in full
force and effect.
(Added to NRS by 1993, 1011; A 1995, 1130; 1997, 2814; 2001, 1390, 3182, 3199; 2003, 20th
Special Session, 70; 2007, 1325, 2424, 2674; 2013, 858)
NRS 86.278 Defaulting companies: Reinstatement under old or new name;
regulations.
1. Except as otherwise provided in
subsection 2, if a limited-liability company applies to reinstate its charter
but its name has been legally acquired or reserved by any other artificial
person formed, organized, registered or qualified pursuant to the provisions of
this title whose name is on file with the Office of the Secretary of State or
reserved in the Office of the Secretary of State pursuant to the provisions of
this title, the company shall submit in writing to the Secretary of State some
other name under which it desires its existence to be reinstated. If that name
is distinguishable from all other names reserved or otherwise on file, the
Secretary of State shall reinstate the limited-liability company under that new
name.
2. If the applying limited-liability
company submits the written, acknowledged consent of the artificial person
having the name, or the person reserving the name, which is not distinguishable
from the old name of the applying company or a new name it has submitted, it
may be reinstated under that name.
3. For the purposes of this section, a
proposed name is not distinguishable from a name on file or reserved name
solely because one or the other contains distinctive lettering, a distinctive
mark, a trademark or a trade name or any combination of these.
4. The Secretary of State may adopt
regulations that interpret the requirements of this section.
(Added to NRS by 1993, 1012; A 1997, 2814; 1999, 1615; 2003, 20th
Special Session, 70)
OPERATION
NRS 86.281 General powers. A
limited-liability company organized and existing pursuant to this chapter may
exercise the powers and privileges granted by this chapter and may:
1. Sue and be sued, complain and defend,
in its name;
2. Purchase, take, receive, lease or
otherwise acquire, own, hold, improve, use and otherwise deal in and with real
or personal property, or an interest in it, wherever situated;
3. Sell, convey, mortgage, pledge, lease,
exchange, transfer and otherwise dispose of all or any part of its property and
assets;
4. Lend money to and otherwise assist its
members;
5. Purchase, take, receive, subscribe for
or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend,
pledge or otherwise dispose of, and otherwise use and deal in and with shares,
member’s interests or other interests in or obligations of domestic or foreign
limited-liability companies, domestic or foreign corporations, joint ventures
or similar associations, general or limited partnerships or natural persons, or
direct or indirect obligations of the United States or of any government,
state, territory, governmental district or municipality or of any instrumentality
of it;
6. Make contracts and guarantees and incur
liabilities, borrow money at such rates of interest as the company may
determine, issue its notes, bonds and other obligations and secure any of its
obligations by mortgage or pledge of all or any part of its property,
franchises and income;
7. Lend, invest and reinvest its money and
take and hold real property and personal property for the payment of money so
loaned or invested;
8. Conduct its business, carry on its
operations and have and exercise the powers granted by this chapter in any
state, territory, district or possession of the United States, or in any
foreign country;
9. Appoint managers and agents, define
their duties and fix their compensation;
10. Cease its activities and surrender its
articles of organization;
11. Exercise all powers necessary or
convenient to effect any of the purposes for which the company is organized;
and
12. Hold a license issued pursuant to the
provisions of chapter 463 of NRS.
(Added to NRS by 1991, 1297; A 1993, 2011; 1997, 718; 2001, 1390, 3199)
NRS 86.286 Operating agreement.
1. A limited-liability company may, but is
not required to, adopt an operating agreement. An operating agreement may be
adopted only by the unanimous vote or unanimous written consent of the members,
which may be in any tangible or electronic format, or by the sole member. If
any operating agreement provides for the manner in which it may be amended,
including by requiring the approval of a person who is not a party to the
operating agreement or the satisfaction of conditions, it may be amended only
in that manner or as otherwise permitted by law and any attempt to otherwise
amend the operating agreement shall be deemed void and of no legal force or
effect unless otherwise provided in the operating agreement. Unless otherwise provided
in the operating agreement, amendments to the agreement may be adopted only by
the unanimous vote or unanimous written consent of the persons who are members
at the time of amendment.
2. An operating agreement may be adopted
before, after or at the time of the filing of the articles of organization and,
whether entered into before, after or at the time of the filing, may become
effective at the formation of the limited-liability company or at a later date
specified in the operating agreement. If an operating agreement is adopted:
(a) Before the filing of the articles of
organization or before the effective date of formation specified in the
articles of organization, the operating agreement is not effective until the
effective date of formation of the limited-liability company.
(b) After the filing of the articles of
organization or after the effective date of formation specified in the articles
of organization, the operating agreement binds the limited-liability company
and may be enforced whether or not the limited-liability company assents to the
operating agreement.
3. An operating agreement may provide that
a certificate of limited-liability company interest issued by the
limited-liability company may evidence a member’s interest in a
limited-liability company.
4. An operating agreement:
(a) May provide, but is not required to provide
to any person, including a person who is not a party to the operating
agreement, to the extent set forth therein:
(1) Rights to any person, including a
person who is not a party to the operating agreement, to the extent set forth
therein;
(2) For the admission of any person as a
member of the company dependent upon any fact or event that may be ascertained
outside the articles of organization or the operating agreement, if the manner
in which the fact or event may operate on the determination of the person or
the admission of the person as a member of the company is set forth in the
articles of organization or the operating agreement;
(3) That the personal representative of
the last remaining member is obligated to agree in writing to the admission of
the personal representative, or its nominee or designee, as a member of the
company effective upon the occurrence of the event that terminated the last
remaining member’s status as a member of the company;
(4) For the admission of any person as a
member of the company upon or after the death, retirement, resignation,
expulsion, bankruptcy, dissolution or dissociation of, or any other event
affecting, a member or the last remaining member, or after there is no longer a
member of the company; or
(5) Any other provision, not inconsistent
with law or the articles of organization, which the members elect to set out in
the operating agreement for the regulation of the internal affairs of the
company.
(b) Must be interpreted and construed to give the
maximum effect to the principle of freedom of contract and enforceability.
5. If, and to the extent that, a member or
manager or other person has duties to a limited-liability company, to another
member or manager, or to another person that is a party to or is otherwise
bound by the operating agreement, such duties may be expanded, restricted or
eliminated by provisions in the operating agreement, except that an operating
agreement may not eliminate the implied contractual covenant of good faith and
fair dealing.
6. Unless otherwise provided in an
operating agreement, a member, manager or other person is not liable for breach
of duties, if any, to a limited-liability company, to any of the members or
managers or to another person that is a party to or otherwise bound by the
operating agreement for conduct undertaken in the member’s, manager’s or other
person’s good faith reliance on the provisions of the operating agreement.
7. An operating agreement may provide for
the limitation or elimination of any and all liabilities for breach of contract
and breach of duties, if any, of a member, manager or other person to a
limited-liability company, to any of the members or managers, or to another
person that is a party to or is otherwise bound by the operating agreement. An
operating agreement may not limit or eliminate liability for any conduct that
constitutes a bad faith violation of the implied contractual covenant of good
faith and fair dealing.
8. The Secretary of State may make
available a model operating agreement for use by and at the discretion of a
limited-liability company according to such terms and limitations as
established by the Secretary of State. The use of such an operating agreement
does not create a presumption that the contents of the operating agreement are
accurate or that the operating agreement is valid.
(Added to NRS by 1995, 2106; A 1997, 718; 2001, 1391, 3199; 2007, 2425; 2009, 1696;
2011, 779;
2013, 1276)
NRS 86.291 Management.
1. Except as otherwise provided in this
section or in the articles of organization or operating agreement, management
of a limited-liability company is vested in its members in proportion to their
contribution to its capital, as adjusted from time to time to reflect properly
any additional contributions or withdrawals by the members.
2. Unless otherwise provided in the
articles of organization or operating agreement, the management of a series is
vested in the members associated with the series in proportion to their
contribution to the capital of the series, as adjusted from time to time to
reflect properly any additional contributions or withdrawals from the assets or
income of the series by the members associated with the series.
3. If provision is made in the articles of
organization, management of the company may be vested in a manager or managers,
who may but need not be members. The manager or managers shall hold the
offices, have the responsibilities and otherwise manage the company as set
forth in the operating agreement of the company or, if the company has not
adopted an operating agreement, then as prescribed by the members.
(Added to NRS by 1991, 1300; A 1993, 1017; 1995, 1131; 1997, 719; 2001, 1391, 3199; 2005, 2192; 2009, 1697)
NRS 86.293 Noneconomic members. The
articles of organization or operating agreement of a limited-liability company
may provide for one or more noneconomic members or classes of noneconomic
members.
(Added to NRS by 2001, 1387; A 2001, 3199)
NRS 86.296 Classes of members or managers; series of members.
1. The articles of organization or
operating agreement of a limited-liability company may create classes of
members or managers, define their relative rights, powers and duties, and may
authorize the creation, in the manner provided in the operating agreement, of
additional classes of members or managers with the relative rights, powers and
duties as may from time to time be established, including, without limitation,
rights, powers and duties senior to existing classes of members or managers.
The articles of organization or operating agreement may provide that any
member, or class or group of members, has voting rights that differ from other
classes or groups.
2. The articles of organization or
operating agreement of a limited-liability company may create one or more
series of members, or vest authority in one or more members or managers of the
company or in other persons to create one or more series of members, including,
without limitation, rights, powers and duties senior to existing series of
members. The articles of organization or operating agreement may provide that
any member associated with a series has voting rights that differ from other
members or series, or no voting rights at all. A series may have separate
powers, rights or duties with respect to specified property or obligations of
the company or profits and losses associated with specified property or
obligations, and any series may have a separate business purpose or investment
objective.
3. The debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular series are enforceable against the assets of that series only, and
not against the assets of the company generally or any other series, if:
(a) Separate and distinct records are maintained
for the series and the assets associated with the series are held, directly or
indirectly, including through a nominee or otherwise, and accounted for
separately from the other assets of the company and any other series; and
(b) The articles of organization comply, or an
amendment to the articles complies, with the provisions of paragraph (e) of
subsection 1 of NRS 86.161.
Ê Unless
otherwise provided in the articles of organization or operating agreement, no
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the company generally or any other series
are enforceable against the assets of the series.
4. The articles of organization or
operating agreement may provide that the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular series are enforceable against the assets of that series only, and
not against the assets of the company generally or any other series.
5. Unless otherwise provided in the
articles of organization or operating agreement, any event described in this
chapter or in the articles of organization or operating agreement that causes a
manager to cease to be a manager with respect to a series does not, in itself,
cause the manager to cease to be a manager with respect to the company or with
respect to any other series. Unless otherwise provided in the articles of
organization or operating agreement, any event described in this chapter or in
the articles of organization or operating agreement that causes a manager to
cease to be associated with a series does not, in itself, cause the member to
cease to be associated with any other series, terminate the continued
membership of a member in the company or cause the termination of the series,
regardless of whether the member was the last remaining member associated with
the series.
(Added to NRS by 2001, 1385; A 2001, 3199; 2005, 2193)
NRS 86.301 Limitation on authority to contract debt or incur liability. Except as otherwise provided in this chapter,
its articles of organization or its operating agreement, no debt may be
contracted or liability incurred by or on behalf of a limited-liability
company, except by:
1. One or more managers of a company which
is managed by a manager or managers;
2. Any member of a company which is
managed by its members;
3. Any agent, officer, employee or other
representative of the company authorized in the operating agreement or in
another writing by a manager or managers, if the company is managed by a
manager or managers; or
4. Any agent, officer, employee or other
representative of the company authorized in the operating agreement or in
another writing by a member, if the company is managed by its members.
(Added to NRS by 1991, 1300; A 1997, 719; 1999, 1615; 2001, 1391, 3199; 2003, 3140)
NRS 86.311 Acquisition, ownership and disposition of property. Real and personal property owned or purchased
by a company must be held and owned, and conveyance made, in the name of the
company. Except as otherwise provided in the company’s articles of organization
or operating agreement, instruments and records providing for the acquisition,
mortgage or disposition of property of the company are valid and binding upon
the company if signed by:
1. One or more managers of a company which
is managed by a manager or managers;
2. Any member of a company which is
managed by its members;
3. Any agent, officer, employee or other
representative of the company authorized in the operating agreement or in
another writing by a manager or managers, if the company is managed by a
manager or managers; or
4. Any agent, officer, employee or other
representative of the company authorized in the operating agreement or in
another writing by a member, if the company is managed by its members.
(Added to NRS by 1991, 1300; A 1997, 719; 2003, 3140)
NRS 86.321 Contributions to capital: Form. The
contributions to capital of a member to a limited-liability company may be in
cash, property or services rendered, or a promissory note or other binding
obligation to contribute cash or property or to perform services.
(Added to NRS by 1991, 1300; A 1997, 719)
NRS 86.326 Admission of members; member has no preemptive right to acquire
certain interests; exception.
1. A person is admitted as an initial
member of a limited-liability company:
(a) If the company is a limited-liability company
managed by its members, upon the filing of the articles of organization with
the Secretary of State or upon a later date specified in the articles of
organization; or
(b) If the company is a limited-liability company
managed by a manager or managers, as of the time set forth in and upon
compliance with the operating agreement or, if the operating agreement does not
so provide or if the company has no operating agreement, as of the time of such
person’s admission as reflected in the records of the company.
2. Unless otherwise provided in the
articles of organization, after the admission of the initial member or members
of a limited-liability company in accordance with subsection 1, a person is
admitted as a member:
(a) In the case of a person who is not a
transferee of a member’s interest, including a person being admitted as a
noneconomic member and a person acquiring a member’s interest directly from the
company, as of the time set forth in and upon compliance with the operating
agreement or, if the operating agreement does not so provide or if the company
has no operating agreement, upon the consent of all the members and as of the
time of such person’s admission as reflected in the records of the company;
(b) In the case of a transferee of a member’s
interest who is a substituted member pursuant to NRS
86.351, as provided in NRS 86.351 or 86.491 and as of the time set forth in and upon
compliance with the operating agreement or, if the operating agreement does not
so provide or if the company has no operating agreement, as of the time of such
person’s admission as reflected in the records of the company;
(c) In the case of a person being admitted as a
member of a surviving or resulting limited-liability company pursuant to a
merger, conversion or exchange approved in accordance with NRS 92A.150, as of the time set forth in
and upon compliance with the operating agreement of the surviving or resulting
limited-liability company or in the plan of merger, conversion or exchange, and
in the event of any inconsistency, the terms of the plan of merger, conversion
or exchange control; and
(d) In the case of a person being admitted as a
member of a limited-liability company pursuant to a merger, conversion or
exchange in which such limited-liability company is not the surviving or
resulting entity, as of the time set forth in and upon compliance with the
operating agreement of such limited-liability company.
3. In connection with the domestication of
an undomesticated organization as a limited-liability company in this State in
accordance with NRS 92A.270, a person
is admitted as a member of the company as of the time set forth in and upon
compliance with the articles of domestication or in the operating agreement of
the resulting domestic limited-liability company or, if the articles of
domestication and the operating agreement do not so provide or if the articles
of domestication do not so provide and the company has no operating agreement,
as of the time of such person’s admission as reflected in the records of the
resulting domestic limited-liability company.
4. Unless otherwise provided in the
articles of organization, the operating agreement or another agreement approved
or adopted by all of the members, no member has a preemptive right to acquire
any unissued member’s interests or other interests in a limited-liability
company.
5. Unless otherwise provided in the
articles of organization or operating agreement:
(a) A person may be admitted as a member of a
limited-liability company and may receive a member’s interest in the company
without making or being obligated to make a contribution to the capital of the
company.
(b) A person may be admitted as a member or the
sole member of a limited-liability company:
(1) Without acquiring a member’s interest
in the company; or
(2) Without making or being obligated to
make a contribution to the capital of the company.
(Added to NRS by 2009, 1692;
A 2013,
1278)
NRS 86.331 Resignation or withdrawal of member: Limitation; payment to
member who rightfully resigns or withdraws.
1. Except as otherwise provided in chapter 463 of NRS, other applicable law, the
articles of organization or the operating agreement, a member may not resign or
withdraw as a member from a limited-liability company before the dissolution
and winding up of the company.
2. If a member has a right to resign or
withdraw, the amount that a resigning or withdrawing member is entitled to
receive from the company for his or her interest must be determined pursuant to
the provisions of this chapter, chapter 463
of NRS, the articles of organization or the operating agreement. If not
otherwise provided therein, a resigning or withdrawing member is entitled to
receive, within a reasonable time after resignation or withdrawal, the fair
market value of his or her interest on the date of resignation or withdrawal.
(Added to NRS by 1991, 1301; A 1993, 2012; 1995, 2111; 1997, 719)
NRS 86.335 Resignation or withdrawal of member in violation of operating
agreement; loss of right to participate upon resignation or withdrawal. Except as otherwise provided in this chapter, chapter 463 of NRS, the articles of organization
or the operating agreement:
1. If the resignation or withdrawal of a
member violates the operating agreement:
(a) The amount payable to the member who has
resigned or withdrawn is the fair market value of his or her interest reduced
by the amount of all damages sustained by the company or its other members as a
result of the violation; and
(b) The company may defer the payment for so long
as necessary to prevent unreasonable hardship to the company.
2. Except as otherwise provided in chapter 463 of NRS, the articles of organization
or the operating agreement, a member who resigns or withdraws ceases to be a
member, has no voting rights and has no right to participate in the management
of the company, even if under this section a payment due to the member from the
company is deferred.
(Added to NRS by 1997, 714)
NRS 86.341 Distribution of profits. A
limited-liability company may, from time to time, divide the profits of its
business and distribute them to its members, and any transferee as his or her
interest may appear, upon the basis stipulated in the operating agreement. If
the operating agreement does not otherwise provide, profits and losses must be
allocated proportionately to the value, as shown in the records of the company,
of the contributions made by each member and not returned.
(Added to NRS by 1991, 1301; A 1997, 720)
NRS 86.343 Distribution of profits and contributions: Prohibition;
applicable determinations; liability of member for violation.
1. Except as otherwise provided in
subsection 2, a distribution of the profits and contributions of a
limited-liability company must not be made if, after giving it effect:
(a) The company would not be able to pay its
debts as they become due in the usual course of business; or
(b) Except as otherwise specifically permitted by
the articles of organization, the total assets of the company would be less
than the sum of its total liabilities.
2. A distribution of the profits and
contributions of a series of the company must not be made if, after giving it
effect:
(a) The company would not be able to pay the
debts of the series from assets of the series as debts of the series become due
in the usual course of business; or
(b) Except as otherwise specifically permitted by
the articles of organization, the total assets of the series would be less than
the sum of the total liabilities of the series.
3. The manager or, if management of the
company is not vested in a manager or managers, the members may base a
determination that a distribution is not prohibited pursuant to this section
on:
(a) Financial statements prepared on the basis of
accounting practices that are reasonable in the circumstances;
(b) A fair valuation, including unrealized
appreciation and depreciation; or
(c) Any other method that is reasonable in the
circumstances.
4. The effect of a distribution pursuant
to this section must be measured:
(a) In the case of a distribution by purchase,
redemption or other acquisition by the company of member’s interests, as of the
earlier of:
(1) The date on which money or other
property is transferred or debt incurred by the company; or
(2) The date on which the member ceases to
be a member with respect to his or her acquired interest.
(b) In the case of any other distribution of
indebtedness, as of the date on which the indebtedness is distributed.
(c) In all other cases, as of:
(1) The date on which the distribution is
authorized if the payment occurs within 120 days after the date of
authorization; or
(2) The date on which the payment is made
if it occurs more than 120 days after the date of authorization.
5. Indebtedness of the company, or a
series of the company, including indebtedness issued as a distribution, is not
considered a liability for purposes of determinations pursuant to this section
if its terms provide that payment of principal and interest are to be made only
if and to the extent that payment of a distribution to the members could then
be made pursuant to this section. If the indebtedness is issued as a
distribution, each payment of principal or interest must be treated as a
distribution, the effect of which must be measured as of the date of payment.
6. Except as otherwise provided in
subsection 7, a member who receives a distribution in violation of this section
is liable to the limited-liability company for the amount of the distribution.
This subsection does not affect the validity of an obligation or liability of a
member created by an agreement or other applicable law for the amount of a
distribution.
7. A member who receives a distribution
from a limited-liability company in violation of this section is not liable to
the limited-liability company and, in the event of its dissolution or
insolvency, to its creditors, or any of them, for the amount of the
distribution after the expiration of 3 years after the date of the distribution
unless an action to recover the distribution from the member is commenced
before the expiration of the 3-year period following the distribution.
(Added to NRS by 1997, 713; A 2001, 1392, 3199; 2005, 2194)
NRS 86.345 Distributions: Limitations applicable to restricted
limited-liability companies.
1. If a limited-liability company has
elected in its articles of organization to be a restricted limited-liability
company pursuant to NRS 86.161, subject to the
provisions of NRS 86.343, and unless otherwise
provided in the articles of organization, the company shall not make any distributions
to its members with respect to their member’s interests until 10 years after:
(a) The date of formation of the restricted
limited-liability company as long as the original articles of organization
elected to be treated as a restricted limited-liability company and as long as
the company has remained a restricted limited-liability company since the date
of formation; or
(b) The effective date of the amendment to the
articles of organization in which the company elected to be treated as a
restricted limited-liability company and as long as the company has remained a
restricted limited-liability company since the effective date of the amendment.
2. The provisions of this section apply as
the default provisions of a restricted limited-liability company to the extent
the provisions of this section are inconsistent with or add to the other provisions
of this chapter and to the extent not otherwise modified in the articles of
organization of the restricted limited-liability company.
(Added to NRS by 2009, 1691)
NRS 86.346 Distributions: Form; status of member or transferee.
1. Unless otherwise provided in the
operating agreement, a member, regardless of the nature of the member’s
contributions, or a transferee, regardless of the nature of the contributions
of the transferee’s predecessor, has no right to demand or receive any
distribution from a limited-liability company in any form other than cash.
2. Except as otherwise provided in NRS 86.391 and 86.521, and
unless otherwise provided in the operating agreement, at the time a member or
transferee becomes entitled to receive a distribution the member or transferee
has the status of and is entitled to all remedies available to a creditor of
the company with respect to the distribution.
(Added to NRS by 1995, 2106; A 1997, 720)
NRS 86.351 Nature and transfer of member’s interest; rights of transferee;
substituted members.
1. The interest of each member of a
limited-liability company is personal property. The articles of organization or
operating agreement may prohibit or regulate the transfer of a member’s
interest. Unless otherwise provided in the articles or operating agreement, a
transferee of a member’s interest has no right to participate in the management
of the business and affairs of the company or to become a member unless a
majority in interest of the other members approve the transfer. If so approved,
the transferee becomes a substituted member. The transferee is only entitled to
receive the share of profits or other compensation by way of income, and the
return of contributions, to which the transferor would otherwise be entitled.
2. A substituted member has all the rights
and powers and is subject to all the restrictions and liabilities of the
transferor, except that the substitution of the transferee does not release the
transferor from any liability to the company.
(Added to NRS by 1991, 1302; A 1995, 2112; 1997, 720; 2001, 1392, 3199)
LIABILITY, INDEMNIFICATION AND INSURANCE
NRS 86.361 Liability of persons assuming to act as company without
authority. All persons who assume
to act as a limited-liability company without authority to do so are jointly
and severally liable for all debts and liabilities of the company.
(Added to NRS by 1991, 1304)
NRS 86.371 Liability of member or manager for debts or liabilities of
company. Unless otherwise provided
in the articles of organization or an agreement signed by the member or manager
to be charged, no member or manager of any limited-liability company formed
under the laws of this State is individually liable for the debts or
liabilities of the company.
(Added to NRS by 1991, 1300; A 1995, 2112)
NRS 86.381 Member of company is not proper party in proceeding by or
against company; exception. A
member of a limited-liability company is not a proper party to proceedings by
or against the company, except where the object is to enforce the member’s
right against or liability to the company.
(Added to NRS by 1991, 1304)
NRS 86.391 Liability of member to company.
1. A member is liable to a
limited-liability company:
(a) For a difference between the member’s
contributions to capital as actually made and as stated in the articles of
organization or operating agreement as having been made; and
(b) For any unpaid contribution to capital which
the member agreed in the articles of organization or operating agreement to
make in the future at the time and on the conditions stated in the articles of
organization or operating agreement.
2. A member holds as trustee for the
company specific property stated in the articles of organization or operating
agreement as contributed by the member, but which was not so contributed.
3. The liabilities of a member as set out
in this section can be waived or compromised only by the consent of all of the
members, but a waiver or compromise does not affect the right of a creditor of
the company to enforce the liabilities if the creditor extended credit or the
creditor’s claim arose before the effective date of an amendment of the
articles of organization or operating agreement effecting the waiver or
compromise.
(Added to NRS by 1991, 1301; A 1997, 721; 2001, 1393, 3199)
NRS 86.401 Rights and remedies of creditor of member.
1. On application to a court of competent
jurisdiction by any judgment creditor of a member, the court may charge the
member’s interest with payment of the unsatisfied amount of the judgment with
interest. To the extent so charged, the judgment creditor has only the rights
of an assignee of the member’s interest.
2. This section:
(a) Provides the exclusive remedy by which a
judgment creditor of a member or an assignee of a member may satisfy a judgment
out of the member’s interest of the judgment debtor, whether the
limited-liability company has one member or more than one member. No other
remedy, including, without limitation, foreclosure on the member’s interest or
a court order for directions, accounts and inquiries that the debtor or member
might have made, is available to the judgment creditor attempting to satisfy
the judgment out of the judgment debtor’s interest in the limited-liability
company, and no other remedy may be ordered by a court.
(b) Does not deprive any member of the benefit of
any exemption applicable to his or her interest.
(c) Does not supersede any written agreement
between a member and a creditor if the written agreement does not conflict with
the limited-liability company’s articles of organization or operating
agreement.
(Added to NRS by 1991, 1302; A 2001, 1393, 3199; 2003, 20th
Special Session, 71; 2011, 2800)
NRS 86.411 Indemnification of manager, member, employee or agent:
Proceeding other than by company. A
limited-liability company may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the company, by reason of the fact that
the person is or was a manager, member, employee or agent of the company, or is
or was serving at the request of the company as a manager, member, employee or
agent of another limited-liability company, corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney’s
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with the action, suit or proceeding if the
person acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the limited-liability company, and
that, with respect to any criminal action or proceeding, he or she had
reasonable cause to believe that the conduct was unlawful.
(Added to NRS by 1991, 1297; A 1997, 721)
NRS 86.421 Indemnification of manager, member, employee or agent:
Proceeding by company. A
limited-liability company may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the company to procure a judgment in its favor by
reason of the fact that the person is or was a manager, member, employee or
agent of the company, or is or was serving at the request of the company as a
manager, member, employee or agent of another limited-liability company,
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees actually and
reasonably incurred by the person in connection with the defense or settlement of
the action or suit if the person acted in good faith and in a manner in which
he or she reasonably believed to be in or not opposed to the best interests of
the company. Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the company or for
amounts paid in settlement to the company, unless and only to the extent that
the court in which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
(Added to NRS by 1991, 1298; A 1997, 722)
NRS 86.431 Indemnification of manager, member, employee or agent: Scope;
authorization.
1. To the extent that a manager, member,
employee or agent of a limited-liability company has been successful on the
merits or otherwise in defense of any action, suit or proceeding described in NRS 86.411 and 86.421, or
in defense of any claim, issue or matter therein, the company shall indemnify
him or her against expenses, including attorney’s fees, actually and reasonably
incurred by him or her in connection with the defense.
2. Any indemnification under NRS 86.411 and 86.421,
unless ordered by a court or advanced pursuant to NRS
86.441, may be made by the limited-liability company only as authorized in
the specific case upon a determination that indemnification of the manager,
member, employee or agent is proper in the circumstances. The determination
must be made:
(a) By the members or managers as provided in the
articles of organization or the operating agreement;
(b) If there is no provision in the articles of
organization or the operating agreement, by a majority in interest of the
members who are not parties to the action, suit or proceeding;
(c) If a majority in interest of the members who
are not parties to the action, suit or proceeding so order, by independent
legal counsel in a written opinion; or
(d) If members who are not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
(Added to NRS by 1991, 1298; A 1993, 1017; 1997, 722)
NRS 86.441 Indemnification of member or manager: Advancement of expenses. The articles of organization, the operating
agreement or a separate agreement made by a limited-liability company may
provide that the expenses of members and managers incurred in defending a civil
or criminal action, suit or proceeding must be paid by the company as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the manager or
member to repay the amount if it is ultimately determined by a court of
competent jurisdiction that the member or manager is not entitled to be
indemnified by the company. The provisions of this section do not affect any
rights to advancement of expenses to which personnel of the company other than
managers or members may be entitled under any contract or otherwise by law.
(Added to NRS by 1991, 1299; A 1997, 723)
NRS 86.451 Indemnification of manager, member, employee or agent: Effect of
provisions on other rights; continuation after cessation of status. Indemnification or advancement of expenses
authorized in or ordered by a court pursuant to NRS
86.411 to 86.441, inclusive:
1. Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of organization or any operating agreement, vote of
members or disinterested managers, if any, or otherwise, for an action in the
person’s official capacity or an action in another capacity while holding
office, except that indemnification, unless ordered by a court pursuant to NRS 86.421 or for the advancement of expenses made
pursuant to NRS 86.441, may not be made to or on
behalf of any member or manager if a final adjudication establishes that the
member’s or the manager’s acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of
action.
2. Continues for a person who has ceased
to be a member, manager, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
(Added to NRS by 1991, 1299; A 1997, 723)
NRS 86.461 Maintenance of insurance or other financial arrangements against
liability of member, manager, employee or agent.
1. A limited-liability company may
purchase and maintain insurance or make other financial arrangements on behalf
of any person who is or was a member, manager, employee or agent of the
company, or is or was serving at the request of the company as a manager,
member, employee or agent of another corporation, limited-liability company,
partnership, joint venture, trust or other enterprise for any liability
asserted against the person and liability and expenses incurred by the person
in his or her capacity as a manager, member, employee or agent, or arising out
of his or her status as such, whether or not the company has the authority to
indemnify such a person against such liability and expenses.
2. The other financial arrangements made
by the company pursuant to subsection 1 may include:
(a) The creation of a trust fund.
(b) The establishment of a program of
self-insurance.
(c) The securing of its obligation of
indemnification by granting a security interest or other lien on any assets of the
company.
(d) The establishment of a letter of credit,
guaranty or surety.
Ê No financial
arrangement made pursuant to this subsection may provide protection for a
person adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable for intentional misconduct, fraud or a knowing
violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.
3. Any insurance or other financial
arrangement made on behalf of a person pursuant to this section may be provided
by the company or any other person approved by the managers, if any, or by the
members, if no managers exist, even if all or part of the other person’s
member’s interest in the company is owned by the company.
(Added to NRS by 1991, 1299)
NRS 86.471 Effect of providing insurance or other financial arrangements
against liability of member, manager, employee or agent. In the absence of fraud:
1. The decision of a limited-liability
company as to the propriety of the terms and conditions of any insurance or
other financial arrangement made pursuant to NRS 86.461
and the choice of the person to provide the insurance or other financial
arrangement is conclusive; and
2. The insurance or other financial
arrangement:
(a) Is not void or voidable; and
(b) Does not subject any manager or member
approving it to personal liability for the approval,
Ê even if a
manager or member approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.
(Added to NRS by 1991, 1300)
NRS 86.481 Exclusion of company which provides self-insurance from title 57
of NRS. A limited-liability
company or its subsidiary which provides self-insurance for itself or for an
affiliated limited-liability company pursuant to NRS
86.461 is not subject to the provisions of title 57 of NRS.
(Added to NRS by 1991, 1300)
DERIVATIVE ACTIONS
NRS 86.483 Authority of member to bring action. A
member, including a noneconomic member unless otherwise prohibited by the terms
of the articles of organization or operating agreement, may bring an action in
the right of a limited-liability company to recover a judgment in its favor if
managers or members with authority to do so have refused to bring the action or
if an effort to cause those managers or members to bring the action is not
likely to succeed.
(Added to NRS by 2001, 1385; A 2001, 3199; 2003, 3141; 2007, 2425)
NRS 86.485 Qualifications of plaintiff. In
a derivative action, the plaintiff must be a member at the time of the
transaction of which the plaintiff complains.
(Added to NRS by 2001, 1386; A 2001, 3199; 2003, 3141)
NRS 86.487 Pleading. In a
derivative action, the complaint must set forth with particularity:
1. The effort of the plaintiff to secure
initiation of the action by a manager or member; or
2. The reasons for the plaintiff not
making the effort to secure initiation of the action by a manager or member.
(Added to NRS by 2001, 1386; A 2001, 3199)
NRS 86.489 Expenses. If a
derivative action is successful, in whole or in part, or if anything is
received by the plaintiff as a result of a judgment, compromise or settlement
of an action or claim, the court may award the plaintiff reasonable expenses,
including reasonable attorney’s fees, and shall direct the plaintiff to remit
to the limited-liability company the remainder of those proceeds received by
the plaintiff.
(Added to NRS by 2001, 1386; A 2001, 3199)
DISSOLUTION
NRS 86.490 Dissolution before commencement of business; limitations.
1. Before the commencement of business by
any limited-liability company where management is vested in one or more
managers and where no member’s interest in the limited-liability company has
been issued, at least two-thirds of the organizers or the managers of the
limited-liability company may dissolve the limited-liability company by filing
with the Secretary of State a certificate of dissolution to dissolve the
limited-liability company.
2. A certificate of dissolution filed with
the Secretary of State pursuant to subsection 1 must state that:
(a) The management of the limited-liability
company is vested in one or more managers;
(b) The limited-liability company has not
commenced business; and
(c) No member’s interest in the limited-liability
company has been issued.
(Added to NRS by 2007, 2424)
NRS 86.491 Events requiring dissolution and winding up of affairs; powers
and duties of person winding up affairs; effect of certain events affecting
member.
1. A limited-liability company must be
dissolved and its affairs wound up:
(a) At the time, if any, so specified in the
articles of organization;
(b) Upon the occurrence of an event so specified
in the articles of organization or operating agreement;
(c) Unless otherwise provided in the articles of
organization or operating agreement, upon the affirmative vote or written
agreement of all the members;
(d) Upon entry of a decree of judicial
dissolution of the company pursuant to NRS 86.495;
or
(e) Except as otherwise provided in subsection 5,
within 180 days, or such other period provided in the articles of organization
or operating agreement, after the company ceases to have any members, but the
company is not required to be so dissolved and its affairs wound up if, within
such period:
(1) The personal representative of the
last remaining member agrees in writing to continue the company and the
personal representative or its nominee or designee is admitted as a member; or
(2) Any person is admitted as a member
pursuant to a provision of the operating agreement providing for the admission
of a person as a member after there is no longer a member of the company.
2. The affairs of a series of a
limited-liability company must be wound up:
(a) At the time, if any, so specified in the
articles of organization;
(b) Upon the occurrence of an event so specified
in the articles of organization or the operating agreement;
(c) Unless otherwise provided in the articles of
organization or operating agreement, upon the affirmative vote or written
agreement of all the members associated with the series;
(d) Upon entry of a decree of judicial
termination of the series pursuant to NRS 86.495;
or
(e) Except as otherwise provided in subsection 5,
within 180 days, or such other period provided in the articles of organization
or operating agreement, after the series ceases to have any associated members,
but the affairs of the series are not required to be so wound up if, within
such period:
(1) The personal representative of the
last remaining member associated with the series agrees in writing to continue
the series and the personal representative or its nominee or designee is
admitted as a member associated with the series; or
(2) Any person is admitted as a member
associated with the series pursuant to a provision of the operating agreement
providing for the admission of a person as a member associated with the series
after there is no longer a member associated with the series.
3. Unless otherwise provided in the
articles of organization or operating agreement, upon:
(a) The occurrence of an event requiring the
affairs of a limited-liability company to be wound up, a manager of the company
who has not wrongfully terminated the company or, if none, the members, or a
person approved by all the members, may wind up the affairs of the company, and
the person or persons winding up the affairs of the company:
(1) May take all actions necessary or
proper to wind up the affairs of the company; and
(2) Shall distribute the assets of the
company as provided in NRS 86.521 to the creditors
of the company and the members of the company.
(b) The occurrence of an event requiring the
affairs of a series to be wound up, a manager of the series who has not
wrongfully terminated the series or, if none, the members associated with a
series, or a person approved by all those members, may wind up the affairs of
the series, and the person or persons winding up the affairs of the series:
(1) May take all actions necessary or
proper to wind up the affairs of the series; and
(2) Shall distribute the assets of the
series as provided in NRS 86.521 to the creditors
of the series and the members associated with the series.
4. Except as otherwise provided in this
section, the articles of organization or the operating agreement, the death,
retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of
a member or any other event affecting a member, including, without limitation,
a sole member, does not:
(a) Terminate the status of the person as a
member; or
(b) Cause the limited-liability company, or the
series of the company with which the member is associated, to be dissolved or
its affairs to be wound up.
5. Except as otherwise provided in the
articles of organization or operating agreement, upon the death of a natural
person who is the sole member of a limited-liability company or the sole member
associated with a series, the status of the member, including the member’s
interest, may pass to the heirs, successors and assigns of the member by will
or applicable law. The heir, successor or assign of the member’s interest
becomes a substituted member pursuant to NRS 86.351,
subject to administration as provided by applicable law, without the permission
or consent of the heirs, successors or assigns or those administering the
estate of the deceased member.
(Added to NRS by 1991, 1302; A 1995, 2112; 1997, 723; 2001, 1394, 3199; 2005, 2195; 2013, 1279)
NRS 86.495 Dissolution by decree of court; termination of series by decree
of court.
1. Upon application by or for a member,
the district court may decree dissolution of a limited-liability company
whenever it is not reasonably practicable to carry on the business of the
company in conformity with the articles of organization or operating agreement.
2. Upon application by or for a member of
a series, the district court may decree the termination of the series only, and
not the dissolution of the company, whenever it is not reasonably practicable
to carry on the business of the series in conformity with the articles of
organization or operating agreement.
3. If a limited-liability company is
required to be dissolved pursuant to NRS 86.491 and
articles of dissolution have not been filed within 180 days after the date on
which the company is required to be dissolved, upon application by or for the
Secretary of State or any person who is adversely affected by the failure of
the company to dissolve, the district court may decree dissolution of the
company.
(Added to NRS by 2001, 1385; A 2001, 3199; 2005, 2196; 2013, 1280)
NRS 86.505 Continuation of company after dissolution for winding up of
affairs; limitation on actions by or against dissolved company or its managers
or members.
1. The dissolution of a limited-liability
company does not impair any remedy or cause of action available to or against
it or its managers or members commenced, within 2 years after the effective
date of the articles of dissolution, with respect to any remedy or cause of
action as to which the plaintiff learns, or in the exercise of reasonable diligence
should have learned of, the underlying facts on or before the date of
dissolution, or within 3 years after the date of dissolution with respect to
any other remedy or cause of action. Any such remedy or cause of action not
commenced within the applicable period is barred. A dissolved company continues
as a company for the purpose of prosecuting and defending suits, actions,
proceedings and claims of any kind or nature by or against it and of enabling
it gradually to settle and close its business, to collect and discharge its
obligations, to dispose of and convey its property, and to distribute its
assets, but not for the purpose of continuing the business for which it was
established.
2. Nothing in this section shall be so
construed as to lengthen any shorter statute of limitations otherwise
applicable provided that no provision of this chapter or other specific statute
has the effect of applying any statute of limitations that is longer than
provided in this section with respect to any such remedy or cause of action.
Nothing in this section shall be construed to create any remedy or cause of
action available to or against the company or its managers or members.
(Added to NRS by 1995, 2106; A 1997, 724; 2013, 1281)
NRS 86.521 Distribution of assets after dissolution.
1. In settling accounts after dissolution,
the liabilities of a limited-liability company are entitled to payment in the
following order:
(a) Those to creditors, including members who are
creditors, in the order of priority as provided and to the extent otherwise
permitted by law, except those to members of the limited-liability company on
account of their contributions;
(b) Those to members of the limited-liability
company in respect of their share of the profits and other compensation by way
of income on their contributions; and
(c) Those to members of the limited-liability
company in respect of their contributions to capital.
2. Subject to any statement in the
operating agreement, members share in the company’s assets in respect to their
claims for capital and in respect to their claims for profits or for
compensation by way of income on their contributions, respectively, in
proportion to the respective amounts of the claims.
(Added to NRS by 1991, 1303; A 1995, 2113)
NRS 86.531 Articles of dissolution: Required provisions.
1. Except in the case of a dissolution
pursuant to NRS 86.490, as soon as practicable
after the dissolution of a limited-liability company, articles of dissolution
must be prepared and signed setting forth:
(a) The name of the limited-liability company;
(b) That the company has been or will be
dissolved; and
(c) The effective date and time of the
dissolution, which may not be later than the effective date and time of the
articles of dissolution.
2. The articles of dissolution must be
signed by:
(a) A manager of the company, if management of
the company is vested in a manager;
(b) A member of the company, if management of the
company is not vested in a manager; or
(c) The personal representative of the last
remaining member, if there is no remaining manager or member, unless otherwise
provided in the articles of organization or operating agreement.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616; 2013, 1281)
NRS 86.541 Filing and effectiveness of articles of dissolution; powers of
trustees of dissolved company.
1. The signed articles of dissolution must
be filed with the Secretary of State. Articles of dissolution are effective at
the time of the filing of the articles with the Secretary of State or upon a
later date and time as specified in the articles, which date must not be more
than 90 days after the date on which the articles are filed. If the articles
filed pursuant to this section specify a later effective date but do not
specify an effective time, the articles are effective at 12:01 a.m. in the
Pacific time zone on the specified later date.
2. The manager or managers in office at
the time of dissolution, or the members, if there are no managers, or the
personal representatives, are thereafter trustees of the dissolved company,
with full power to prosecute and defend suits, actions, proceedings and claims
of any kind or character by or against the company, to enable the company
gradually to settle and close its business, to collect its assets, to collect
and discharge its obligations, to dispose of and convey its property, to
distribute its money and other property among the members, after paying or
adequately providing for the payment of its liabilities and obligations, and to
do every other act to wind up and liquidate its business and affairs, but not
for the purpose of continuing the business for which the company was
established.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616; 2001, 1394, 3199; 2005, 2197; 2011, 2801;
2013, 1282)
FOREIGN LIMITED-LIABILITY COMPANIES
NRS 86.543 Law governing organization, internal affairs and liability of
managers and members. Subject to
the Constitution of this State:
1. The laws of the state, pursuant to
which a foreign limited-liability company is organized, govern its
organization, internal affairs and the liability of its managers and members;
and
2. A foreign limited-liability company may
not be denied registration by reason of any difference between the laws of the
state of organization and the laws of this State.
(Added to NRS by 2001, 1386; A 2001, 3199)
NRS 86.544 Filing requirements; prohibition against registration for
certain illegal purposes; required provisions of application for registration.
1. Before transacting business in this
State, a foreign limited-liability company must register with the Secretary of
State. A person shall not register a foreign limited-liability company with the
Secretary of State for any illegal purpose or with the fraudulent intent to
conceal any business activity, or lack thereof, from another person or a
governmental agency.
2. In order to register, a foreign
limited-liability company must submit to the Secretary of State an application
for registration as a foreign limited-liability company, signed by a manager of
the company or, if management is not vested in a manager, a member of the
company, or by some other person specifically authorized by the foreign limited-liability
company to sign the application. The application for registration must set
forth:
(a) The name of the foreign limited-liability
company and, if different, the name under which it proposes to register and
transact business in this State;
(b) The jurisdiction and date of its formation;
(c) A declaration of the existence of the foreign
limited-liability company and that the foreign limited-liability company is in
good standing in the jurisdiction in which it was formed;
(d) The information required pursuant to NRS 77.310;
(e) A statement that the Secretary of State is
appointed the agent of the foreign limited-liability company for service of
process if the authority of the registered agent has been revoked, or if the
registered agent has resigned or cannot be found or served with the exercise of
reasonable diligence;
(f) The address of the office required to be
maintained in the state of its organization by the laws of that state or, if
not so required, of the principal office of the foreign limited-liability
company;
(g) The name and business address of each manager
or, if management is not vested in a manager, each member;
(h) The address of the office at which is kept a
list of the names and addresses of the members and their capital contributions,
together with an undertaking by the foreign limited-liability company to keep
those records until the registration in this State of the foreign
limited-liability company is cancelled or withdrawn; and
(i) If the foreign limited-liability company has
one or more series of members and if the debts or liabilities of a series are
enforceable against the assets of that series only and not against the assets
of the company generally or another series, a statement to that effect.
(Added to NRS by 2001, 1386; A 2001, 3199; 2003, 3141; 2005, 2197; 2007, 2675; 2013, 859)
NRS 86.545 Issuance of certificate of registration by Secretary of State. If the Secretary of State finds that an
application for registration conforms to law and all requisite fees have been
paid, the Secretary of State shall issue a certificate of registration to
transact business in this State and mail it to the person who filed the
application or the person’s representative.
(Added to NRS by 2001, 1387; A 2001, 3199)
NRS 86.546 Name for registration. A
foreign limited-liability company may register with the Secretary of State
under any name, whether or not it is the name under which it is registered in
its state of organization, which contains the words required by NRS 86.171 and which could be registered by a domestic
limited-liability company.
(Added to NRS by 2001, 1387; A 2001, 3199)
NRS 86.5461 Annual list: Filing requirements; fees; powers and duties of
Secretary of State; regulations.
1. Each foreign limited-liability company
doing business in this State shall, on or before the last day of the first
month after the filing of its application for registration as a foreign
limited-liability company with the Secretary of State or, if the foreign
limited-liability company has selected an alternative due date pursuant to
subsection 10, 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
qualification to do business in this State 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 on a form furnished by the Secretary of State that contains:
(a) The name of the foreign limited-liability
company;
(b) The file number of the foreign
limited-liability company, if known;
(c) The names and titles of all its managers or,
if there is no manager, all its managing members;
(d) The address, either residence or business, of
each manager or managing member listed pursuant to paragraph (c); and
(e) The signature of a manager or managing member
of the foreign limited-liability company, or some other person specifically
authorized by the foreign limited-liability company to sign the list, certifying
that the list is true, complete and accurate.
2. Each list filed pursuant to this
section must be accompanied by a declaration under penalty of perjury that:
(a) The foreign limited-liability company has
complied with the provisions of chapter 76 of
NRS;
(b) The foreign limited-liability company
acknowledges that pursuant to NRS 239.330,
it is a category C felony to knowingly offer any false or forged instrument for
filing with the Office of the Secretary of State; and
(c) None of the managers or managing members
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 manager or managing member in furtherance of any unlawful
conduct.
3. Upon filing:
(a) The initial list required by this section,
the foreign limited-liability company shall pay to the Secretary of State a fee
of $125.
(b) Each annual list required by this section,
the foreign limited-liability company shall pay to the Secretary of State a fee
of $125.
4. If a manager or managing member of a
foreign limited-liability company resigns and the resignation is not reflected
on the annual or amended list of managers and managing members, the foreign
limited-liability company or the resigning manager or managing member shall pay
to the Secretary of State a fee of $75 to file the resignation.
5. The Secretary of State shall, 90 days
before the last day for filing each annual list required by this section,
provide to each foreign limited-liability company which is required to comply
with the provisions of NRS 86.5461 to 86.5468, inclusive, and which has not become
delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to
file the list required pursuant to subsection 1. Failure of any foreign
limited-liability company to receive a notice does not excuse it from the
penalty imposed by the provisions of NRS 86.5461
to 86.5468, inclusive.
6. If the list to be filed pursuant to the
provisions of subsection 1 is defective or the fee required by subsection 3 is
not paid, the Secretary of State may return the list for correction or payment.
7. An annual list for a foreign
limited-liability company not in default which is received by the Secretary of
State more than 90 days before its due date shall be deemed an amended list for
the previous year and does not satisfy the requirements of this section for the
year to which the due date is applicable.
8. A person who files with the Secretary
of State a list required by this section which identifies a manager or managing
member with the fraudulent intent of concealing the identity of any person or
persons exercising the power or authority of a manager or managing members in
furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
9. For the purposes of this section, a
member is not deemed to exercise actual control of the daily operations of a
foreign limited-liability company based solely on the fact that the member has
voting control of the foreign limited-liability company.
10. The Secretary of State may allow a
foreign limited-liability company to select an alternative due date for filing
the initial list required by this section.
11. The Secretary of State may adopt
regulations to administer the provisions of subsection 10.
(Added to NRS by 2003, 20th
Special Session, 60; A 2005, 2260; 2007, 2675; 2009, 2037,
2838; 2013, 860)
NRS 86.54615 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 foreign limited-liability company
shall maintain at its registered office or principal place of business in this
State:
(a) A current list of each member and manager; or
(b) A statement indicating where such a list is
maintained.
2. Upon the request of the Secretary of
State, the foreign limited-liability company 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 foreign limited-liability company 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 foreign limited-liability company
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 registration of the foreign limited-liability
company.
5. The Secretary of State shall not
reinstate or revive a registration that was revoked or suspended pursuant to
subsection 4 unless:
(a) The foreign limited-liability company
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
registration.
6. The Secretary of State may adopt
regulations to administer the provisions of this section.
(Added to NRS by 2007, 1323; A 2009, 2839)
NRS 86.5462 Additional filing requirements for certain companies: Criteria;
statement; fees.
1. At the time of submitting any list
required pursuant to NRS 86.5461, a foreign
limited-liability company that meets the criteria set forth in subsection 2
must submit:
(a) The statement required pursuant to subsection
3, accompanied by a declaration under penalty of perjury attesting that the
statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the
manner provided pursuant to subsection 4.
2. A foreign limited-liability company
must submit a statement pursuant to this section if the foreign
limited-liability company, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the
market within this State for any product sold or distributed by the foreign
limited-liability company within this State; and
(b) Has had, during the previous 5-year period, a
total of five or more investigations commenced against the foreign
limited-liability company, its parent or its subsidiaries in any jurisdiction
within the United States, including all state and federal investigations:
(1) Which concern any alleged contract, combination
or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similar
activities prohibited by a substantially similar law of another jurisdiction;
and
(2) Which resulted in the foreign
limited-liability company being fined or otherwise penalized or which resulted
in the foreign limited-liability company being required to divest any holdings
or being unable to acquire any holdings as a condition for the settlement,
dismissal or resolution of those investigations.
3. A foreign limited-liability company
that meets the criteria set forth in subsection 2 shall submit a statement
which includes the following information with respect to each investigation:
(a) The jurisdiction in which the investigation
was commenced.
(b) A summary of the nature of the investigation
and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or
civil litigation, a copy of all pleadings filed in the investigation by any
party to the litigation.
(d) A summary of the outcome of the
investigation, including specific information concerning whether any fine or
penalty was imposed against the foreign limited-liability company and whether
the foreign limited-liability company was required to divest any holdings or
was unable to acquire any holdings as a condition for the settlement, dismissal
or resolution of the investigation.
4. The fee collected pursuant to subsection
1 must be deposited in the Attorney General’s Administration Budget Account and
used solely for the purpose of investigating any alleged contract, combination
or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060.
(Added to NRS by 2003, 20th
Special Session, 61)
NRS 86.5463 Certificate of authorization to transact business. If a foreign limited-liability company has
filed the initial or annual list in compliance with NRS
86.5461 and has paid the appropriate fee for the filing, the cancelled
check or other proof of payment received by the foreign limited-liability
company constitutes a certificate authorizing it to transact its business
within this State until the last day of the month in which the anniversary of
its qualification to transact business occurs in the next succeeding calendar
year.
(Added to NRS by 2003, 20th
Special Session, 61)
NRS 86.5464 Addresses of managers or managing members required; failure to
file.
1. Each list required to be filed under
the provisions of NRS 86.5461 to 86.5468, inclusive, must, after the name of each
manager or, if there is no manager, each of its managing members listed
thereon, set forth the address, either residence or business, of each manager
or managing member.
2. If the addresses are not stated for
each person on any list offered for filing, the Secretary of State may refuse
to file the list, and the foreign limited-liability company for which the list
has been offered for filing is subject to all the provisions of NRS 86.5461 to 86.5468,
inclusive, relating to failure to file the list within or at the times therein
specified, unless a list is subsequently submitted for filing which conforms to
the provisions of this section.
(Added to NRS by 2003, 20th
Special Session, 62)
NRS 86.5465 Defaulting companies: Identification; forfeiture of right to
transact business; penalty.
1. Each foreign limited-liability company
which is required to make a filing and pay the fee prescribed in NRS 86.5461 to 86.5468,
inclusive, and which refuses or neglects 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, and unless the filing is made and the fee
and penalty are paid on or before the last day of the month in which the
anniversary date of the foreign limited-liability company occurs, the
defaulting foreign limited-liability company by reason of its default forfeits
its right to transact any business within this State. The fee and penalty must
be collected as provided in this chapter.
(Added to NRS by 2003, 20th
Special Session, 62)
NRS 86.5466 Defaulting companies: Duties of Secretary of State.
1. The Secretary of State shall notify, by
providing written notice to its registered agent, each foreign
limited-liability company deemed in default pursuant to NRS
86.5465. 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 registered agent, may
be provided electronically.
2. Immediately after the last day of the
month in which the anniversary date of its organization occurs, the Secretary
of State shall compile a complete list containing the names of all foreign
limited-liability companies whose right to transact business has been
forfeited.
3. The Secretary of State shall notify, by
providing written notice to its registered agent, each foreign
limited-liability company specified in subsection 2 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 registered agent, may
be provided electronically.
(Added to NRS by 2003, 20th
Special Session, 62; A 2007, 2676)
NRS 86.5467 Defaulting companies: Conditions and procedure for
reinstatement.
1. Except as otherwise provided in
subsections 3 and 4 and NRS 86.54615, the
Secretary of State shall reinstate a foreign limited-liability company which
has forfeited or which forfeits its right to transact business under the
provisions of this chapter and shall restore to the foreign limited-liability
company its right to transact business in this State, and to exercise its
privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by NRS 86.5461;
(2) The statement required by NRS 86.5462, if applicable;
(3) The information required pursuant to NRS 77.310; and
(4) 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 manager or managers of the foreign limited-liability company or, if
there are no managers, its managing members; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth
in NRS 86.5461 and 86.5465
for each year or portion thereof that its right to transact business was
forfeited;
(2) The fee set forth in NRS 86.5462, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates
the foreign limited-liability company, the Secretary of State shall issue to
the foreign limited-liability company a certificate of reinstatement if the
foreign limited-liability company:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 86.561.
3. The Secretary of State shall not order
a reinstatement unless all delinquent fees and penalties have been paid and the
revocation of the right to transact business occurred only by reason of failure
to pay the fees and penalties.
4. If the right of a foreign
limited-liability company to transact business in this State has been forfeited
pursuant to the provisions of this chapter and has remained forfeited for a
period of 5 consecutive years, the right must not be reinstated.
5. Except as otherwise provided in NRS 86.5468, a reinstatement pursuant to this section
relates back to the date on which the foreign limited-liability company
forfeited its right to transact business under the provisions of this chapter
and reinstates the foreign limited-liability company’s right to transact
business as if such right had at all times remained in full force and effect.
(Added to NRS by 2003, 20th
Special Session, 62; A 2007, 1325, 2426, 2677; 2013, 861)
NRS 86.5468 Defaulting companies: Reinstatement under old or new name;
regulations.
1. Except as otherwise provided in
subsection 2, if a foreign limited-liability company applies to reinstate its
registration but its name has been legally reserved or acquired by another
artificial person formed, organized, registered or qualified pursuant to the
provisions of this title whose name is on file with the Office of the Secretary
of State or reserved in the Office of the Secretary of State pursuant to the
provisions of this title, the foreign limited-liability company must in its
application for reinstatement submit in writing to the Secretary of State some
other name under which it desires its existence to be reinstated. If that name
is distinguishable from all other names reserved or otherwise on file, the
Secretary of State shall reinstate the foreign limited-liability company under
that new name.
2. If the applying foreign
limited-liability company submits the written, acknowledged consent of the
artificial person having a name, or the person who has reserved a name, which
is not distinguishable from the old name of the applying foreign
limited-liability company or a new name it has submitted, it may be reinstated
under that name.
3. For the purposes of this section, a
proposed name is not distinguishable from a name on file or reserved solely
because one or the other contains distinctive lettering, a distinctive mark, a
trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt
regulations that interpret the requirements of this section.
(Added to NRS by 2003, 20th
Special Session, 63)
NRS 86.547 Cancellation of registration.
1. A foreign limited-liability company may
cancel its registration by filing with the Secretary of State a certificate of
cancellation signed by a manager of the company or, if management is not vested
in a manager, a member of the company. The certificate, which must be
accompanied by the required fees, must set forth:
(a) The name of the foreign limited-liability
company;
(b) The effective date and time of the
cancellation if other than the time of the filing of the certificate of
cancellation with the Secretary of State, which date must not be more than 90
days after the date on which the certificate is filed; and
(c) Any other information deemed necessary by the
manager of the company or, if management is not vested in a manager, a member
of the company.
2. If a certificate filed pursuant to this
section specifies a later effective date but does not specify an effective
time, the cancellation of the registration is effective at 12:01 a.m. in the
Pacific time zone on the specified later date.
3. A cancellation pursuant to this section
does not terminate the authority of the Secretary of State to accept service of
process on the foreign limited-liability company with respect to causes of
action arising from the transaction of business in this State by the foreign
limited-liability company.
(Added to NRS by 2001, 1387; A 2001, 3199; 2003, 20th
Special Session, 71; 2005, 2197; 2011, 2801)
NRS 86.548 Penalty for transacting business without registration;
enforcement; regulations.
1. Every foreign limited-liability company
transacting business in this State which willfully fails or neglects to
register with the Secretary of State in accordance with the provisions of NRS 86.544 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. Every foreign limited-liability company
transacting business in this State which fails or neglects to register with the
Secretary of State in accordance with the provisions of NRS
86.544 may not commence or maintain any action, suit or proceeding in any
court of this State until it has registered with the Secretary of State.
3. The failure of a foreign
limited-liability company to register with the Secretary of State does not
impair the validity of any contract or act of the foreign limited-liability
company, or prevent the foreign limited-liability company from defending any
action, suit or proceeding in any court of this State.
4. When the Secretary of State is advised
that a foreign limited-liability company 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 where the foreign
limited-liability company has its principal place of business or the Attorney
General, or both, for a determination of whether to institute proceedings to recover
the fine. The district attorney of the county where the foreign
limited-liability company has its principal place of business 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.
5. In the course of an investigation of a
violation of this section, the Secretary of State may require a foreign
limited-liability company to answer any interrogatory submitted by the
Secretary of State that will assist in the investigation.
6. A foreign limited-liability company, by
transacting business in this State without registering with the Secretary of
State, appoints the Secretary of State as its agent for service of process with
respect to causes of action arising out of the transaction of business in this
State by the foreign limited-liability company.
7. The Secretary of State may adopt
regulations to administer the provisions of this section.
(Added to NRS by 2001, 1387; A 2001, 3199; 2009, 1698;
2013, 862)
NRS 86.5483 Activities not constituting transaction of business.
1. For the purposes of NRS 86.543 to 86.549,
inclusive, the following activities do not constitute transacting business in
this State:
(a) Maintaining, defending or settling any
proceeding;
(b) Holding meetings of the managers or members
or carrying on other activities concerning internal company affairs;
(c) Maintaining accounts in banks or credit
unions;
(d) Maintaining offices or agencies for the
transfer, exchange and registration of the company’s own securities or
maintaining trustees or depositaries with respect to those securities;
(e) Making sales through independent contractors;
(f) Soliciting or receiving orders outside this
State through or in response to letters, circulars, catalogs or other forms of
advertising, accepting those orders outside this State and filling them by
shipping goods into this State;
(g) Creating or acquiring indebtedness, mortgages
and security interests in real or personal property;
(h) Securing or collecting debts or enforcing
mortgages and security interests in property securing the debts;
(i) Owning, without more, real or personal
property;
(j) Isolated transactions completed within 30
days and not a part of a series of similar transactions;
(k) The production of motion pictures as defined
in NRS 231.020;
(l) Transacting business as an out-of-state
depository institution pursuant to the provisions of title 55 of NRS; and
(m) Transacting business in interstate commerce.
2. The list of activities in subsection 1 is
not exhaustive.
3. A person who is not transacting
business in this State within the meaning of this section need not qualify or
comply with any provision of this chapter, title 55 or 56 of NRS or chapter 645A, 645B
or 645E of NRS unless the person:
(a) Maintains an office in this State for the
transaction of business; or
(b) Solicits or accepts deposits in the State,
except pursuant to the provisions of chapter 666
or 666A of NRS.
4. The fact that a person is not
transacting business in this State within the meaning of this section:
(a) Does not affect the determination of whether
any court, administrative agency or regulatory body in this State may exercise
personal jurisdiction over the person in any civil action, criminal action,
administrative proceeding or regulatory proceeding; and
(b) Except as otherwise provided in subsection 3,
does not affect the applicability of any other provision of law with respect to
the person and may not be offered as a defense or introduced in evidence in any
civil action, criminal action, administrative proceeding or regulatory
proceeding to prove that the person is not transacting business in this State,
including, without limitation, any civil action, criminal action,
administrative proceeding or regulatory proceeding involving an alleged
violation of chapter 597, 598 or 598A
of NRS.
5. As used in this section, “deposits”
means demand deposits, savings deposits and time deposits, as those terms are
defined in chapter 657 of NRS.
(Added to NRS by 2003, 3134)
NRS 86.5487 Determination of whether solicitation is made or accepted.
1. For the purposes of NRS 86.5483, a solicitation of a deposit is made in
this State, whether or not either party is present in this State, if the
solicitation:
(a) Originates in this State; or
(b) Is directed by the solicitor to a destination
in this State and received where it is directed, or at a post office in this
State if the solicitation is mailed.
2. A solicitation of a deposit is accepted
in this State if acceptance:
(a) Is communicated to the solicitor in this
State; and
(b) Has not previously been communicated to the
solicitor, orally or in writing, outside this State.
Ê Acceptance
is communicated to the solicitor in this State, whether or not either party is
present in this State, if the depositor directs it to the solicitor reasonably
believing the solicitor to be in this State and it is received where it is
directed, or at any post office in this State if the acceptance is mailed.
3. A solicitation made in a newspaper or
other publication of general, regular and paid circulation is not made in this
State if the publication:
(a) Is not published in this State; or
(b) Is published in this State but has had more
than two-thirds of its circulation outside this State during the 12 months
preceding the solicitation.
Ê If a
publication is published in editions, each edition is a separate publication
except for material common to all editions.
4. A solicitation made in a radio or
television program or other electronic communication received in this State
which originates outside this State is not made in this State. A radio or
television program or other electronic communication shall be deemed to have
originated in this State if the broadcast studio or origin of the source of
transmission is located within the State, unless:
(a) The program or communication is syndicated
and distributed from outside this State for redistribution to the general
public in this State;
(b) The program is supplied by a radio,
television or other electronic network whose electronic signal originates
outside this State for redistribution to the general public in this State;
(c) The program or communication is an electronic
signal that originates outside this State and is captured for redistribution to
the general public in this State by a community antenna or cable, radio, cable
television or other electronic system; or
(d) The program or communication consists of an
electronic signal which originates within this State, but which is not intended
for redistribution to the general public in this State.
(Added to NRS by 2003, 3135)
NRS 86.549 Action by Attorney General to restrain transaction of business. The Attorney General may bring an action to
restrain a foreign limited-liability company from transacting business in this
State in violation of NRS 86.543 to 86.549, inclusive.
(Added to NRS by 2001, 1387; A 2001, 3199; 2003, 3141)
MISCELLANEOUS PROVISIONS
NRS 86.555 Issuance of occupational or professional license to
limited-liability company by board or commission; regulations.
1. Except as otherwise provided by
statute, an agency, board or commission that regulates an occupation or
profession pursuant to title 54, 55 or 56 of NRS may grant a license to a
limited-liability company or a foreign limited-liability company if the agency,
board or commission is authorized to grant a license to a corporation formed
pursuant to chapter 78 of NRS.
2. An agency, board or commission that
makes a license available to a limited-liability company or foreign
limited-liability company pursuant to subsection 1 shall adopt regulations:
(a) Listing the persons in the limited-liability
company or foreign limited-liability company who must qualify for the license
or indicating that the agency, board or commission will use other means to
determine whether the limited-liability company or foreign limited-liability
company qualifies for a license;
(b) Listing the persons who may engage in the
activity for which the license is required on behalf of the limited-liability
company or foreign limited-liability company;
(c) Indicating whether the limited-liability
company or foreign limited-liability company may engage in a business other
than the business for which the license is required;
(d) Listing the changes, if any, in the
management or control of the limited-liability company or foreign
limited-liability company that require notice, review, approval or other action
by the agency, board or commission; and
(e) Setting forth the conditions under which a
limited-liability company or foreign limited-liability company may obtain a
license.
3. An agency, board or commission that
adopts regulations pursuant to subsection 2 shall not impose a restriction or
requirement on a limited-liability company or foreign limited-liability company
which is significantly different from or more burdensome than the restrictions
or requirements imposed on a partnership or corporation.
(Added to NRS by 1997, 714)
NRS 86.557 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, 59)
NRS 86.561 Fees.
1. The Secretary of State shall charge and
collect for:
(a) Filing the original articles of organization,
or for registration of a foreign company, $75;
(b) Amending or restating the articles of
organization, amending the registration of a foreign company or filing a
certificate of correction, $175;
(c) Filing the articles of dissolution of a
domestic or foreign company, $100;
(d) Certifying a copy of articles of organization
or an amendment to the articles, $30;
(e) Certifying an authorized printed copy of this
chapter, $30;
(f) Reserving a name for a limited-liability
company, $25;
(g) Filing a certificate of cancellation, $100;
(h) Signing, filing or certifying any other
record, $50; and
(i) Copies provided by the Office of the
Secretary of State, $2 per page.
2. The Secretary of State shall charge and
collect, at the time of any service of process on the Secretary of State as
agent for service of process of a limited-liability company, $100 which may be
recovered as taxable costs by the party to the action causing the service to be
made if the party prevails in the action.
3. Except as otherwise provided in this
section, the fees set forth in NRS 78.785
apply to this chapter.
(Added to NRS by 1991, 1305; A 1993, 1017; 1995, 1131; 2001, 1395, 3182, 3199; 2003, 3141; 2003, 20th
Special Session, 72; 2005, 2261; 2007, 2677; 2010, 26th
Special Session, 73)
NRS 86.563 Procedure to submit replacement page to Secretary of State
before actual filing of record. Before
the issuance of members’ interests an organizer, and after the issuance of
members’ interests, a manager, of a limited-liability company may authorize the
Secretary of State in writing to replace any page of a record submitted for
filing on an expedited basis, before the actual filing, and to accept the page
as if it were part of the original record. The signed authorization of the
organizer or manager to the Secretary of State permits, but does not require,
the Secretary of State to alter the original record as requested.
(Added to NRS by 1997, 2812; A 1999, 1611; 2001, 109; 2003, 3142)
NRS 86.566 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, 1126; A 2003, 3142)
NRS 86.568 Correction of inaccurate or defective record filed with
Secretary of State; cancellation of filings.
1. A limited-liability company may correct
a record filed in the Office of the Secretary of State with respect to the
limited-liability company if the record contains an inaccurate description of a
company action or was defectively signed, attested, sealed, verified or
acknowledged.
2. To correct a record, the
limited-liability company must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited-liability
company;
(2) Describes the record, including,
without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective
portion of the record in an accurate or corrected form; and
(5) Is signed by a manager of the company
or, if management is not vested in a manager, by a member of the company, or by
some other person specifically authorized by the company to sign the
certificate.
(b) Deliver the certificate to the Secretary of
State for filing.
(c) Pay a filing fee of $175 to the Secretary of
State.
3. A certificate of correction is
effective on the effective date of the record it corrects except as to persons
relying on the uncorrected record and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
4. If a limited-liability company has made
a filing with the Secretary of State and the Secretary of State has not
processed the filing and placed the filing into the public record, the limited-liability
company may cancel the filing by:
(a) Filing a statement of cancellation with the
Secretary of State; and
(b) Paying a fee of $50.
(Added to NRS by 2001, 1385; A 2001, 3197, 3199; 2003, 3142; 2003, 20th
Special Session, 72; 2009, 2839;
2013, 863)
NRS 86.571 Waiver of notice. When,
under the provisions of this chapter or under the provisions of the articles of
organization or operating agreement of a limited-liability company, notice is
required to be given to a member or to a manager of the company, if it has a
manager or managers, a waiver in writing signed by the person or persons
entitled to the notice, whether before or after the time stated in it, is
equivalent to the giving of notice.
(Added to NRS by 1991, 1304)
NRS 86.580 Renewal or revival of charter: Procedure; fee; certificate as
evidence.
1. Except as otherwise provided in NRS 86.246, a limited-liability company which did
exist or is existing pursuant to the laws of this State may, upon complying
with the provisions of NRS 86.276, procure a
renewal or revival of its charter for any period, together with all the rights,
franchises, privileges and immunities, and subject to all its existing and
preexisting debts, duties and liabilities secured or imposed by its original
charter and amendments thereto, or existing charter, by filing:
(a) A certificate with the Secretary of State,
which must set forth:
(1) The name of the limited-liability
company, which must be the name of the limited-liability company at the time of
the renewal or revival, or its name at the time its original charter expired.
(2) The information required pursuant to NRS 77.310.
(3) The date when the renewal or revival
of the charter is to commence or be effective, which may be, in cases of a
revival, before the date of the certificate.
(4) Whether or not the renewal or revival
is to be perpetual, and, if not perpetual, the time for which the renewal or
revival is to continue.
(5) That the limited-liability company
desiring to renew or revive its charter is, or has been, organized and carrying
on the business authorized by its existing or original charter and amendments
thereto, and desires to renew or continue through revival its existence
pursuant to and subject to the provisions of this chapter.
(b) A list of its managers or, if there are no
managers, all its managing members and their mailing or street addresses,
either residence or business.
(c) A declaration under penalty of perjury, on a
form provided by the Secretary of State, that the renewal or revival is
authorized by a court of competent jurisdiction in this State or by the duly
selected manager or managers of the limited-liability company or, if there are
no managers, its managing members.
2. A limited-liability company whose
charter has not expired and is being renewed shall cause the certificate to be
signed by its manager or, if there is no manager, by a person designated by its
members. The certificate must be approved by a majority in interest.
3. A limited-liability company seeking to
revive its original or amended charter shall cause the certificate to be signed
by a person or persons designated or appointed by the members. The signing and
filing of the certificate must be approved by the written consent of a majority
in interest and must contain a recital that this consent was secured. The
limited-liability company shall pay to the Secretary of State the fee required
to establish a new limited-liability company pursuant to the provisions of this
chapter.
4. The filed certificate, or a copy
thereof which has been certified under the hand and seal of the Secretary of
State, must be received in all courts and places as prima facie evidence of the
facts therein stated and of the existence of the limited-liability company
therein named.
5. Except as otherwise provided in NRS 86.278, a renewal or revival pursuant to this
section relates back to the date on which the limited-liability company’s charter
expired or was revoked and renews or revives the limited-liability company’s
charter and right to transact business as if such right had at all times
remained in full force and effect.
(Added to NRS by 1999, 1610; A 2001, 1395, 3199; 2003, 3143; 2003, 20th
Special Session, 73; 2007, 1326, 2426, 2678; 2013, 863)
NRS 86.590 Renewal or revival of charter: Status of company. A limited-liability company that has revived
or renewed its charter pursuant to the provisions of this chapter:
1. Is a limited-liability company and
continues to be a limited-liability company for the time stated in the
certificate of revival or renewal;
2. Possesses the rights, privileges and
immunities conferred by the original charter and by this chapter; and
3. Is subject to the restrictions and
liabilities set forth in this chapter.
(Added to NRS by 1999, 1611; A 2001, 101)