USA Statutes : nevada
Title : Title 07 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter : CHAPTER 86 - LIMITED-LIABILITY COMPANIES
As used in this chapter, unless the
context otherwise requires, the words and terms defined in NRS 86.022
to 86.128 , 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 )
“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 )
“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)
“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)
“Limited-liability company” or “company” means a limited-liability
company organized and existing under this chapter.
(Added to NRS by 1991, 1292)
“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)
“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)
“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 )
“Member’s interest” means
his 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)
“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 )
“Operating agreement”
means any valid written agreement of the members as to the affairs of a
limited-liability company and the conduct of its business.
(Added to NRS by 1991, 1293)
“Real property” includes
land, any interest, leasehold or estate in land, and any improvements on
it.
(Added to NRS by 1991, 1293)
“Record” means information that is
inscribed on a tangible medium or that is stored in an electronic or
other medium and is retrievable in perceivable form.
(Added to NRS by 2003, 3134 )
“Registered office” of a
limited-liability company means the office maintained at the street
address of its resident agent.
(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126)
“Resident agent” means the
agent appointed by the company upon whom process or a notice or demand
authorized by law to be served upon the company may be served.
(Added to NRS by 1995, 2106)
“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 )
“Sign” means to affix a signature to a
record.
(Added to NRS by 1999, 1610 ; A 2003, 3136 )
“Signature” means a name, word,
symbol or mark executed or otherwise adopted, or a record encrypted or
similarly processed in whole or in part, by a person with the present
intent to identify himself and adopt or accept a record. The term
includes, without limitation, an electronic signature as defined in NRS
719.100 .
(Added to NRS by 1999, 1610 ; A 2001, 101 , 2724 ; 2003, 3136 )
“Street address” of a
resident agent means the actual physical location in this State at which
a resident agent is available for service of process.
(Added to NRS by 1999, 1610 )
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)
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 )
ORGANIZATION
1. Except as otherwise provided in subsection 2, a
limited-liability company may be organized under this chapter for any
lawful purpose.
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 )
1. One or more persons may form a limited-liability company by:
(a) Signing and filing with the Secretary of State articles of
organization for the company; and
(b) Filing with the Secretary of State a certificate of acceptance
of appointment, signed by the resident agent of the company.
2. Upon the filing of the articles of organization and the
certificate of acceptance with the Secretary of State, and the payment to
him 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. 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 )
Unless otherwise
provided in its articles of organization or operating agreement, a
limited-liability company has perpetual existence.
(Added to NRS by 1997, 714)
1. The articles of organization must set forth:
(a) The name of the limited-liability company;
(b) The name and complete street address of its resident agent, and
the mailing address of the resident agent if different from the street
address;
(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; and
(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.
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 )
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. 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 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 pursuant to NRS 116.31158 ; and
(b) Paid to the Administrator of the Real Estate Division the fees
required pursuant to NRS 116.31155 .
10. 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 )
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 )
1. A limited-liability company is considered legally organized
pursuant to this chapter upon:
(a) Filing the articles of organization with the Secretary of State
or upon a later date specified in the articles of organization;
(b) Filing the certificate of acceptance of the resident agent with
the Secretary of State; and
(c) 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.
(Added to NRS by 1991, 1294; A 1993, 1014; 1995, 1127, 2108; 2001,
1388 , 3199 )
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 sets 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)
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 upon
filing the certificate with the Secretary of State or upon a later date
specified in the certificate, which must not be more than 90 days after
the certificate is filed.
3. If a certificate filed pursuant to this section specifies an
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) Identifies the certificate being terminated;
(b) States that no member’s interest in the limited-liability
company has been issued;
(c) States that the effectiveness of the certificate has been
terminated;
(d) Is signed by at least two-thirds of the managers; and
(e) 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 )
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. 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 name and address of the resident agent.
(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 )
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 authority as a
prerequisite to filing. Unless the Secretary of State finds that a
certificate does not conform to law, upon his receipt of all required
filing fees he shall file the certificate.
2. A certificate of amendment or judicial decree of amendment is
effective upon filing the certificate with the Secretary of State or upon
a later date specified in the certificate or judicial decree, which must
not be more than 90 days after the certificate or judicial decree is
filed.
3. If a certificate specifies an effective date 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 specified in the certificate
or judicial decree filed pursuant to subsection 1;
(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 )
RESIDENT AGENT AND REGISTERED OFFICE
1. Except during any period of vacancy described in NRS 86.251
, a limited-liability company shall have
a resident agent who must have a street address for the service of
process. The street address of the resident agent is the registered
office of the limited-liability company in this State.
2. Within 30 days after changing the location of his office from
one address to another in this State, a resident agent shall file a
certificate with the Secretary of State setting forth the names of the
limited-liability companies represented by him, the address at which he
has maintained the office for each of the limited-liability companies,
and the new address to which the office is transferred.
(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 1127, 2109)
1. If a limited-liability company formed pursuant to this chapter
desires to change its resident agent, the change may be effected by
filing with the Secretary of State a certificate of change of resident
agent signed by a manager of the company or, if management is not vested
in a manager, by a member, that sets forth:
(a) The name of the limited-liability company;
(b) The name and street address of its present resident agent; and
(c) The name and street address of the new resident agent.
2. The new resident agent’s certificate of acceptance must be a
part of or attached to the certificate of change of resident agent.
3. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or amendment, the
resident agent shall:
(a) File with the Secretary of State a certificate of name change
of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person
formed, organized, registered or qualified pursuant to the provisions of
this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomes effective upon the
filing of the proper certificate of change.
(Added to NRS by 1995, 1125; A 1997, 717; 1999, 1614 ; 2003, 20th Special Session, 66 )
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. Records kept pursuant to this section are subject to inspection
and copying at the reasonable request, and at the expense, of any member
during ordinary business hours, unless otherwise provided in an operating
agreement.
(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 2110; 2003, 3139
)
1. A resident agent who desires to resign shall:
(a) File with the Secretary of State a signed statement in the
manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act as the
resident agent of the limited-liability company for the service of
process; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097 .
Ê A resignation is not effective until the signed statement is filed with
the Secretary of State.
2. The statement of resignation may contain a statement of the
affected limited-liability company appointing a successor resident agent
for that limited-liability company, giving the agent’s full name, street
address for the service of process, and mailing address if different from
the street address. A certificate of acceptance signed by the new
resident agent must accompany the statement appointing a successor
resident agent.
3. Upon the filing of the statement of resignation with the
Secretary of State, the capacity of the resigning person as resident
agent terminates. If the statement of resignation contains no statement
by the limited-liability company appointing a successor resident agent,
the resigning agent shall immediately give written notice, by mail, to
the limited-liability company of the filing of the statement and its
effect. The notice must be addressed to any manager or, if none, to any
member of the limited-liability company other than the resident agent.
4. If a resident agent dies, resigns or moves from the State, the
limited-liability company, within 30 days thereafter, shall file with the
Secretary of State a certificate of acceptance signed by the new resident
agent. The certificate must set forth the name, complete street address
and mailing address, if different from the street address, of the new
resident agent.
5. Each limited-liability company which fails to file a
certificate of acceptance signed by the new resident agent within 30 days
after the death, resignation or removal of its resident agent as provided
in subsection 4 shall be deemed in default and is subject to the
provisions of NRS 86.272 and 86.274
.
(Added to NRS by 1991, 1296; A 1993, 1016; 1995, 1128; 1999, 1614
; 2003, 3139 ; 2003, 20th Special Session, 66 )
1. The resident 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)
ANNUAL LIST; DEFAULTING COMPANIES
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, file with the Secretary of State, on a form furnished
by him, 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;
(e) The name and street address of its lawfully designated resident
agent in this State; and
(f) The signature of a manager or managing member of the
limited-liability company certifying that the list is true, complete and
accurate.
2. The limited-liability company shall annually thereafter, on or
before the last day of the month in which the anniversary date of its
organization occurs, file with the Secretary of State, on a form
furnished by him, an amended 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 the limited-liability
company:
(a) Has complied with the provisions of NRS 360.780 ; and
(b) 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.
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, cause to be mailed 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 a list required by
subsection 2. Failure of any company to receive a notice or form 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.
(Added to NRS by 1993, 1010; A 1995, 1129, 2110; 1997, 2813; 2001,
3181 ; 2003, 20th Special Session, 67 , 184 ; 2005, 2259 )
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 )
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 )
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 )
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 has failed to register
pursuant to NRS 116.31158 or failed
to pay the fees pursuant to NRS 116.31155 , 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
and paid the fees pursuant to NRS 116.31155 , 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 )
1. The Secretary of State shall notify, by providing written
notice to its resident 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 resident 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 resident 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 resident 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 )
1. Except as otherwise provided in subsections 3 and 4, 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; and
(3) A certificate of acceptance of appointment signed by its
resident agent; 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, he 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.
(Added to NRS by 1993, 1011; A 1995, 1130; 1997, 2814; 2001, 1390
, 3182 , 3199 ; 2003, 20th Special Session, 70 )
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
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 )
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, or by the
sole member, and the operating agreement must be in writing. 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 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.
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.
(Added to NRS by 1995, 2106; A 1997, 718; 2001, 1391 , 3199 )
1. Except as otherwise provided in this section or the articles of
organization, 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, in the manner prescribed by the operating
agreement of the company. The manager or managers also hold the offices
and have the responsibilities accorded to them by the members and set out
in the operating agreement.
(Added to NRS by 1991, 1300; A 1993, 1017; 1995, 1131; 1997, 719;
2001, 1391 , 3199 ; 2005, 2192 )
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 )
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 )
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 )
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 )
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)
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 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 interest on the date of
resignation or withdrawal.
(Added to NRS by 1991, 1301; A 1993, 2012; 1995, 2111; 1997, 719)
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 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 him from the company is deferred.
(Added to NRS by 1997, 714)
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 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)
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 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 )
1. Unless otherwise provided in the operating agreement, a member,
regardless of the nature of his contributions, or a transferee,
regardless of the nature of his predecessor’s contributions, 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 he 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)
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 his 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 his 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
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)
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)
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)
1. A member is liable to a limited-liability company:
(a) For a difference between his 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 he 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 him, 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 he extended credit or his 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 )
1. On application to a court of competent jurisdiction by a
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.
(b) Does not deprive any member of the benefit of any exemption
applicable to his interest.
(Added to NRS by 1991, 1302; A 2001, 1393 , 3199 ; 2003, 20th Special Session, 71 )
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 he
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 him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he 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 his 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 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 had reasonable cause to believe that
his conduct was unlawful.
(Added to NRS by 1991, 1297; A 1997, 721)
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 he
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 him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner in which he
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, he is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
(Added to NRS by 1991, 1298; A 1997, 722)
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 against expenses, including
attorney’s fees, actually and reasonably incurred by him 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)
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 he 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)
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 his
official capacity or an action in another capacity while holding his
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 his 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 his heirs, executors and
administrators.
(Added to NRS by 1991, 1299; A 1997, 723)
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 him and liability and expenses incurred by him in his capacity as
a manager, member, employee or agent, or arising out of his status as
such, whether or not the company has the authority to indemnify him
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)
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 his action,
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)
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
A member, when
permitted 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 )
In a derivative action,
the plaintiff must be a member at the time of the transaction of which he
complains.
(Added to NRS by 2001, 1386 ; A 2001, 3199 ; 2003, 3141 )
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 )
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 him to remit to the limited-liability
company the remainder of those proceeds received by him.
(Added to NRS by 2001, 1386 ; A 2001, 3199 )
DISSOLUTION
1. A limited-liability company must be dissolved and its affairs
wound up:
(a) At the time, if any, specified in the articles of organization;
(b) Upon the occurrence of an event specified in an 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; or
(d) Upon entry of a decree of judicial dissolution pursuant to NRS
86.495 .
2. The affairs of a series of a limited-liability company must be
wound up:
(a) At the time, if any, specified in the articles of organization;
(b) Upon the occurrence of an event specified in 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; or
(d) Upon entry of a decree of judicial termination of the series
pursuant to NRS 86.495 .
3. Unless otherwise provided in the articles of organization or
operating agreement, upon 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. Unless otherwise provided in the articles of
organization or operating agreement, the person or persons winding up the
affairs of the series:
(a) May take all actions necessary or proper to wind up the affairs
of the series; and
(b) 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 the articles of organization or
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 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 )
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.
(Added to NRS by 2001, 1385 ; A 2001, 3199 ; 2005, 2196 )
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 arising before its dissolution and commenced within 2 years after
the date of the dissolution. 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.
(Added to NRS by 1995, 2106; A 1997, 724)
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)
1. When all debts, liabilities and obligations have been paid and
discharged or adequate provision has been made therefor and all of the
remaining property and assets have been distributed to the members,
articles of dissolution must be prepared and signed setting forth:
(a) The name of the limited-liability company;
(b) That all debts, obligations and liabilities have been paid and
discharged or that adequate provision has been made therefor;
(c) That all the remaining property and assets have been
distributed among its members in accordance with their respective rights
and interests; and
(d) That there are no suits pending against the company in any
court or that adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against it in any
pending suit.
2. The articles must be signed by a manager, or if there is no
manager by a member, of the company.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616 )
1. The signed articles of dissolution must be filed with the
Secretary of State. Articles of dissolution are effective upon filing the
articles with the Secretary of State or upon a later date specified in
the articles, which must not be more than 90 days after the articles are
filed.
2. Upon the filing of the articles of dissolution or upon a later
date specified in the articles, the existence of the company ceases,
except for the purpose of suits, other proceedings and appropriate action
as provided in this chapter. The manager or managers in office at the
time of dissolution, or the survivors of them, are thereafter trustees
for the members and creditors of the dissolved company and as such have
authority to distribute any property of the company discovered after
dissolution, convey real estate and take such other action as may be
necessary on behalf of and in the name of the dissolved company.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616 ; 2001, 1394 , 3199 ; 2005, 2197 )
FOREIGN LIMITED-LIABILITY COMPANIES
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 )
Before transacting business in this State, a foreign
limited-liability company must register with the Secretary of State. 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 and a
signed certificate of acceptance of a resident agent. The application for
registration must set forth:
1. 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;
2. The state and date of its formation;
3. The name and address of the resident agent in this State whom
the foreign limited-liability company elects to appoint;
4. 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 resident agent has been revoked, or if the resident
agent has resigned or cannot be found or served with the exercise of
reasonable diligence;
5. 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;
6. The name and business address of each manager or, if management
is not vested in a manager, each member;
7. 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
8. 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 )
If the Secretary of State finds that an application for
registration conforms to law and all requisite fees have been paid, he
shall issue a certificate of registration to transact business in this
State and mail it to the person who filed the application or his
representative.
(Added to NRS by 2001, 1387 ; A 2001, 3199 )
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 )
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, 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, file with
the Secretary of State a list on a form furnished by him 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);
(e) The name and street address of its lawfully designated resident
agent in this State; and
(f) The signature of a manager or managing member of the foreign
limited-liability company 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 the foreign limited-liability
company:
(a) Has complied with the provisions of NRS 360.780 ; and
(b) 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.
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, cause to be mailed 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, the blank forms to be completed and filed with him.
Failure of any foreign limited-liability company to receive the forms
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 must 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.
(Added to NRS by 2003, 20th Special Session, 60 ; A 2005, 2260 )
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 )
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 )
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 )
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 )
1. The Secretary of State shall notify, by providing written
notice to its resident 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 resident 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 resident 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 resident agent, may be provided
electronically.
(Added to NRS by 2003, 20th Special Session, 62 )
1. Except as otherwise provided in subsections 3 and 4, 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; and
(3) A certificate of acceptance of appointment signed by its
resident agent; 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, he 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.
(Added to NRS by 2003, 20th Special Session, 62 )
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 )
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 of the cancellation if other than the date
of the filing of the certificate of cancellation, which must not be more
than 90 days after 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. 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 )
1. A foreign limited-liability company transacting business in
this State may not maintain any action, suit or proceeding in any court
of this State until it has registered in this State.
2. The failure of a foreign limited-liability company to register
in this 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.
3. A foreign limited-liability company, by transacting business in
this State without registration, 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.
(Added to NRS by 2001, 1387 ; A 2001, 3199 )
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 he:
(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 )
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 )
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
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)
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 )
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, $75;
(d) Filing a statement of change of address of a records or
registered office, or change of the resident agent, $60;
(e) Certifying a copy of articles of organization or an amendment
to the articles, $30;
(f) Certifying an authorized printed copy of this chapter, $30;
(g) Reserving a name for a limited-liability company, $25;
(h) Filing a certificate of cancellation, $75;
(i) Signing, filing or certifying any other record, $50; and
(j) 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 him 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 )
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 )
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 )
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.
(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.
(Added to NRS by 2001, 1385 ; A 2001, 3197 , 3199 ; 2003, 3142 ; 2003, 20th Special Session, 72 )
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)
1. 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 name of the person lawfully designated as the
resident agent of the limited-liability company, his street address for
the service of process, and his mailing address if different from his
street address.
(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.
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.
(Added to NRS by 1999, 1610 ; A 2001, 1395 , 3199 ; 2003, 3143 ; 2003, 20th Special Session, 73 )
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 )
