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Nrs: Chapter 86 - Limited-Liability Companies


Published: 2015

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[Rev. 2/10/2015 4:06:57

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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)