Nev. Rev. Stat. § 90.490 — NV Code / Title 7 / Chapter 90 / Section 90.490
Registration by qualification
Status: in_force

1. A security may be registered by qualification.

2. A registration statement under this section must contain the following information and be accompanied by the following records in addition to the information specified in subsection 4 of NRS 90.500 and the consent to service of process required by NRS 90.770 : (a) With respect to the issuer and any significant subsidiary: (1) Its name, address and form of organization; (2) The state or foreign jurisdiction and date of its organization; (3) The general character and location of its business; (4) A description of its physical property and equipment; and (5) A statement of the general competitive conditions in the industry or business in which it is or will be engaged; (b) With respect to every director and officer of the issuer or person occupying a similar status or performing similar functions: (1) Name, address and principal occupation for the last 5 years; (2) The amount of securities of the issuer held by the person as of a specified date within 30 days before the filing of the registration statement; (3) The amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and (4) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected; (c) With respect to persons covered by paragraph (b), the compensation paid or given, directly or indirectly, during the last 12 months and estimated to be paid during the next 12 months by the issuer together with all predecessors, parents, subsidiaries and affiliates, to all those persons in the aggregate; (d) With respect to any person owning of record, or beneficially if known, 10 percent or more of the outstanding shares of a class of equity security of the issuer, the information specified in paragraph (b); (e) With respect to a promoter, if such a promoter exists, and if the issuer was organized within the last 3 years: (1) The information specified in paragraph (b); (2) The amount paid to the person within that period or intended to be paid; and (3) The consideration for the payment; (f) With respect to a person on whose behalf a part of the offering is to be made in a nonissuer distribution: (1) Name and address; (2) The amount of securities of the issuer held by the person as of the date of the filing of the registration statement; (3) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected; and (4) A statement of the reasons for making the offering; (g) The capitalization and long-term debt, on both a current and a pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and, if applicable, a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill or anything else, for which the issuer or a subsidiary has issued its securities within the last 2 years or is obligated to issue its securities; (h) The kind and amount of securities to be offered, the proposed offering price or the method by which it is to be computed, any variation therefrom at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class, the basis upon which the offering is to be made if otherwise than for cash, the estimated aggregate underwriting and selling discounts or commissions and finder's fees, including separately cash, securities, contracts or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts, the estimated amounts of other selling expenses, including legal, engineering and accounting charges, the name and address of every underwriter and every recipient of a finder's fee, a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of the agreement whose terms have not yet been determined, and a description of the plan of distribution of securities that are to be offered otherwise than through an underwriter; (i) The estimated cash proceeds to be received by the issuer from the offering, the purposes for which the proceeds are to be used by the issuer, the amount to be used for each purpose, the order of priority in which the proceeds will be used for the purposes stated, the amounts of funds to be raised from other sources to achieve the purposes stated, the sources of the funds, and, if part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of the persons who have received commissions in connection with the acquisition and the amounts of commissions and any other expense in connection with the acquisition, including the cost of borrowing money to finance the acquisition; (j) A description of the stock options or other security options outstanding or to be created in connection with the offering and the amount of the options held or to be held by every person required to be named in paragraph (b), (d), (e), (f) or (h) and by a person who holds or will hold 10 percent or more in the aggregate of the options; (k) The dates of, parties to and general effect, concisely stated, of every management or other material contract made or to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the last 2 years, and a copy of the contract; (l) A description of any pending litigation or proceedings to which the issuer is a party and that materially affect its business or assets, including any litigation or proceeding known to be contemplated by a governmental authority; (m) A copy of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature intended as of the effective date to be used in connection with the offering, if such materials exist; (n) A copy, specimen or description of the security being registered, a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, as currently in effect, and a copy of any indenture or other instrument covering the security to be registered; (o) A signed or conformed copy of an opinion of counsel as to the legality of the security being registered, with an English translation if it is in a foreign language, which states whether the security when sold will be legally issued, fully paid and nonassessable and, if a debt security, a binding obligation of the issuer; (p) The written consent of an accountant, engineer, appraiser or other person whose profession gives authority to a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than a public and official record or statement, which is used in connection with the registration statement; (q) A statement of financial condition of the issuer as of a date within 4 months before the filing of the registration statement, a statement of results of operations and analysis of surplus for each of the 3 fiscal years preceding the date of the statement of financial condition and for any period between the close of the last fiscal year and the date of the statement of financial condition, or for the period of the issuer's and any predecessors' existence if less than 3 years, and, if part of the proceeds of the offering is to be applied to the purchase of a business, the same financial statements which would be required if that business were the registrant; and (r) Any additional information the Administrator by regulation or order specifies.

3. A statement under this section becomes effective 30 calendar days, or any shorter period as the Administrator by regulation or order specifies, after the date the registration statement or the last amendment other than a price amendment is filed, if: (a) No order is in effect and no proceeding is pending under NRS 90.510 ; (b) The Administrator has not, under subsection 4, ordered that effectiveness be delayed; and (c) The registrant has not requested that effectiveness be delayed.

4. The Administrator may delay effectiveness for a single period of not more than 90 days if the Administrator determines the registration statement is not complete in all material respects and promptly notifies the registrant of that determination. The Administrator may delay effectiveness for a single period of not more than 30 days if the Administrator determines that the delay is necessary, whether or not the Administrator previously delayed effectiveness under this subsection.
Nev. Rev. Stat. § 77.400 — NV Code / Title 7 / Chapter 77 / Section 77.400
Duties of registered agent
Status: in_force

The only duties under this chapter required of a registered agent who has complied with this chapter are:

1. To receive and forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice or demand that is served on the agent;

2. To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;

3. If the agent is a noncommercial registered agent, to keep current the information required pursuant to NRS 77.310 in the most recent registered agent filing for the entity;

4. If the agent is a commercial registered agent, to keep current the information in its registration under subsection 2 of NRS 77.320 ;

5. To maintain the documents required to be held by the represented entity with the registered agent pursuant to this title; and

6. To maintain the name and street address of a contact person for each represented entity.
Nev. Rev. Stat. § 88A.390 — NV Code / Title 7 / Chapter 88A / Section 88A.390
Liability of beneficial owner, trustee, officer, agent, manager or employee for debts or liabilities of trust
Status: in_force

1. Unless otherwise provided in the certificate of trust, the governing instrument or an agreement signed by the person to be charged, a beneficial owner, trustee, officer, agent, manager or employee of a business trust formed pursuant to the laws of this State is not personally liable for the debts or liabilities of the business trust.

2. Except as otherwise provided in the certificate of trust or the governing instrument, a trustee acting in that capacity is not personally liable to any person other than the business trust or a beneficial owner for any act or omission of the business trust or a trustee thereof.

3. Except as otherwise provided in the certificate of trust or the governing instrument, an officer, employee, agent or manager of a business trust or another person who manages the business and affairs of a business trust, acting in that capacity, is not personally liable to any person other than the business trust or a beneficial owner for any act or omission of the business trust or a trustee thereof.

4. Except as otherwise provided in the certificate of trust or the governing instrument, a trustee, officer, employee, agent or manager of a business trust or another person who manages the business and affairs of a business trust is not personally liable to the business trust or a beneficial owner for damages for breach of fiduciary duty in such capacity except for acts or omissions that involve intentional misconduct, fraud or a knowing violation of law.
Nev. Rev. Stat. § 78.370 — NV Code / Title 7 / Chapter 78 / Section 78.370
Notice to stockholders
Status: in_force

1. If under the provisions of this chapter stockholders are required or authorized to take any action at a meeting, the notice of the meeting must be in writing.

2. Except in the case of the annual meeting, the notice must state the purpose or purposes for which the meeting is called. In all instances, the notice must state: (a) The date and time of the meeting; (b) The means of remote communication, if any, by which stockholders and proxies shall be deemed to be present in person and vote at the meeting; and (c) Unless the meeting is to be held solely by remote communication pursuant to subsection 5 of NRS 78.320 , the physical location of the meeting, which may be within or without this State.

3. A copy of the notice must be delivered personally, mailed postage prepaid or delivered as provided in NRS 75.150 to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, it must be directed to the stockholder at his or her address as it appears upon the records of the corporation. Personal delivery of any such notice to any officer of a corporation or association, to any member of a limited-liability company managed by its members, to any manager of a limited-liability company managed by managers, to any general partner of a partnership or to any trustee of a trust constitutes delivery of the notice to the corporation, association, limited-liability company, partnership or trust.

4. The articles of incorporation or the bylaws may require that the notice be also published in one or more newspapers but, notwithstanding such a requirement in the articles of incorporation or bylaws, notice by publication in one or more newspapers is not required if the corporation is a publicly traded corporation on the record date for the meeting.

5. Notice delivered or mailed to a stockholder in accordance with the provisions of this section and NRS 75.150 and the provisions, if any, of the articles of incorporation or the bylaws is sufficient, and in the event of the transfer of the stockholder's stock after such delivery or mailing and before the holding of the meeting it is not necessary to deliver or mail notice of the meeting to the transferee.

6. Unless otherwise provided in the articles of incorporation or the bylaws, if notice is required to be delivered, under any provision of this chapter or the articles of incorporation or bylaws of any corporation, to any stockholder to whom: (a) Notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to the stockholder during the period between those two consecutive annual meetings; or (b) All, and at least two, payments sent by first-class mail of dividends or interest on securities during a 12-month period, have been mailed addressed to the stockholder at his or her address as shown on the records of the corporation and have been returned undeliverable, the delivery of further notices to the stockholder is not required. Any action or meeting taken or held without notice to such a stockholder has the same effect as if the notice had been delivered. If any such stockholder delivers to the corporation a written notice setting forth his or her current address, the requirement that notice be delivered to the stockholder is reinstated. If the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this chapter, the certificate need not state that notice was not delivered to persons to whom notice was not required to be delivered pursuant to this subsection. The delivery of further notices to a stockholder is still required for any notice returned as undeliverable if the notice was delivered by electronic transmission.

7. Unless the articles of incorporation or bylaws otherwise require, and except as otherwise provided in this subsection, if a meeting of stockholders is adjourned, notice of the following information need not be delivered if the information is announced at the meeting at which the adjournment is taken: (a) The date and time of the adjourned meeting; (b) The means of remote communication, if any, by which stockholders and proxies shall be deemed to be present in person and vote at the adjourned meeting; and (c) Unless the adjourned meeting is to be held solely by remote communication pursuant to subsection 5 of NRS 78.320 , the physical location of the adjourned meeting, which may be within or without this State.

8. If a new record date is fixed for an adjourned or postponed meeting, notice of the adjourned or postponed meeting must be delivered to each stockholder of record as of the new record date.

9. The requirements for notice pursuant to this section are satisfied by a corporation if the corporation is a publicly traded corporation on the record date for the meeting and the corporation timely files, pursuant to section 14(a) of the Securities Exchange Act, 15 U.S.C. § 78n(a) , a proxy statement or an amendment thereto, containing the information described in subsection 2, unless such notice by proxy statement is expressly prohibited in: (a) The articles of incorporation or an amendment thereto, which are filed and effective on or after October 1, 2021; or (b) The bylaws or an amendment thereto, which are effective on or after October 1, 2021.

10. As used in this section, “remote communication” includes any form of communication described in subsection 4 of NRS 78.320 .
Nev. Rev. Stat. § 87.210 — NV Code / Title 7 / Chapter 87 / Section 87.210
Partner accountable as fiduciary
Status: in_force

1. Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by the partner without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by the partner of its property.

2. This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
Nev. Rev. Stat. § 87A.060 — NV Code / Title 7 / Chapter 87A / Section 87A.060
“Limited partnership” defined
Status: in_force

“ Limited partnership ,” except in the phrases “ foreign limited partnership ,” “ foreign limited-liability limited partnership ” and “ foreign registered limited-liability limited partnership ,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons. The term includes a registered limited-liability limited partnership and a restricted limited partnership.
Nev. Rev. Stat. § 91.130 — NV Code / Title 7 / Chapter 91 / Section 91.130
“Person” defined
Status: in_force

1. “Person” includes a government, governmental agency or political subdivision of a government.

2. “Person” does not include a contract market designated by the Commodity Futures Trading Commission or any clearinghouse thereof or a national securities exchange registered with the Securities and Exchange Commission, or any employee, officer or director of such a contract market, clearinghouse or exchange acting solely in that capacity.
Nev. Rev. Stat. § 87A.255 — NV Code / Title 7 / Chapter 87A / Section 87A.255
Signing and filing pursuant to judicial order
Status: in_force

1. If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the district court to order: (a) The person to sign the record; (b) Deliver the record to the Secretary of State for filing; or (c) The Secretary of State to file the record unsigned.

2. If the person aggrieved under subsection 1 is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in the same action in combination or in the alternative.

3. A record filed unsigned pursuant to this section is effective without being signed.
Nev. Rev. Stat. § 86.266 — NV Code / Title 7 / Chapter 86 / Section 86.266
Certificate of authorization to transact business
Status: in_force

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.
Nev. Rev. Stat. § 90.215 — NV Code / Title 7 / Chapter 90 / Section 90.215
“Administrator” defined
Status: in_force

“ Administrator ” means the Deputy of Securities appointed pursuant to NRS 225.060 .
Nev. Rev. Stat. § 80.175 — NV Code / Title 7 / Chapter 80 / Section 80.175
Defaulting corporations: Reinstatement or revival under old or new name; regulations
Status: reserved

1. Except as otherwise provided in subsection 2, if a foreign corporation applies to reinstate or revive its charter 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 corporation must in its application for reinstatement or revival submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate or revive the foreign corporation under that new name.

2. If the applying foreign corporation 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 corporation or a new name it has submitted, it may be reinstated or revived 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.
Nev. Rev. Stat. § 78.310 — NV Code / Title 7 / Chapter 78 / Section 78.310
Stockholders’ and directors’ meetings: Location; authority to call
Status: in_force

1. Meetings of stockholders and directors of any corporation organized pursuant to the provisions of this chapter may be held within or without this State, in the manner provided by the bylaws of the corporation. The articles of incorporation may designate any place or places where such stockholders' or directors' meetings may be held, but in the absence of any provision therefor in the articles of incorporation, then the meetings must be held within or without this State, as directed from time to time by the bylaws of the corporation.

2. Unless otherwise provided in the articles of incorporation or bylaws, the entire board of directors, any two directors or the president may call annual and special meetings of the stockholders and directors.
Nev. Rev. Stat. § 81.740 — NV Code / Title 7 / Chapter 81 / Section 81.740
“Unincorporated nonprofit association” defined
Status: in_force

“ Unincorporated nonprofit association ” means an unincorporated organization consisting of two or more members joined under an agreement that is oral, in a record or implied from conduct, for one or more common nonprofit purposes. The term does not include:

1. A trust;

2. A marriage, domestic partnership, common law domestic relationship, civil union or other domestic living arrangement;

3. An organization formed under any other statute that governs the organization and operation of unincorporated associations;

4. A joint tenancy, tenancy in common or tenancy by the entireties, even if the co-owners share use of the property for a nonprofit purpose; or

5. A relationship under an agreement in a record which expressly provides that the relationship between the parties does not create an unincorporated nonprofit association.
Nev. Rev. Stat. § 78.441 — NV Code / Title 7 / Chapter 78 / Section 78.441
Authorized combinations: Consideration to be received by disinterested holders of common shares
Status: in_force

As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439 , a combination with an interested stockholder of the resident domestic corporation engaged in more than 2 years after the date that the person first became an interested stockholder is permissible if the requirements of NRS 78.442 , 78.443 and 78.444 are satisfied and the aggregate amount of the cash and the market value, as of the date of consummation, of consideration other than cash to be received per share by all of the holders of outstanding common shares of the resident domestic corporation not beneficially owned by such interested stockholder immediately before that date is at least equal to the higher of the following:

1. The highest price per share paid by the interested stockholder, at a time when the interested stockholder was the beneficial owner, directly or indirectly, of 5 percent or more of the outstanding voting shares of the corporation, for any common shares of the same class or series acquired by the interested stockholder within 2 years immediately before the date of announcement with respect to the combination or within 2 years immediately before, or in, the transaction in which the person became an interested stockholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest price per share was paid through the date of consummation at the rate for one-year obligations of the United States Treasury in effect on that earliest date, less the aggregate amount of any dividends paid in cash and the market value of any dividends paid other than in cash, per common share since that earliest date.

2. The market value per common share on the date of announcement with respect to the combination or on the date that the person first became an interested stockholder, whichever is higher, plus interest compounded annually from that date through the date of consummation at the rate for one-year obligations of the United States Treasury in effect on that date, less the aggregate amount of any dividends paid in cash and the market value of any dividends paid other than in cash, per common share since that date.
Nev. Rev. Stat. § 86.155 — NV Code / Title 7 / Chapter 86 / Section 86.155
Perpetual existence of company
Status: in_force

Unless otherwise provided in its articles of organization or operating agreement, a limited-liability company has perpetual existence.
Nev. Rev. Stat. § 88.360 — NV Code / Title 7 / Chapter 88 / Section 88.360
Cancellation of certificate of limited partnership
Status: in_force

1. A certificate of limited partnership must be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the Office of the Secretary of State and set forth: (a) The name of the limited partnership; (b) The reason for filing the certificate of cancellation; (c) The effective date and time of the cancellation if other than the time of the filing of the certificate with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and (d) Any other information the general partners filing the certificate determine.

2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the certificate of limited partnership is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 87.4335 — NV Code / Title 7 / Chapter 87 / Section 87.4335
Rights and duties of partner with respect to information
Status: in_force

1. A partnership shall keep its books and records, if any, at its chief executive office.

2. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

3. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (a) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or NRS 87.4301 to 87.4357 , inclusive; and (b) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
Nev. Rev. Stat. § 87.4318 — NV Code / Title 7 / Chapter 87 / Section 87.4318
Execution, filing and recording of statements
Status: in_force

1. A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in NRS 87.4301 to 87.4357 , inclusive, with respect to partnership property located in or transactions that occur in this State.

2. A certified copy of a statement that has been filed in the Office of the Secretary of State and recorded in the office of the applicable county recorder has the effect provided for recorded statements in NRS 87.4301 to 87.4357 , inclusive. A recorded statement that is not a certified copy of a statement filed in the Office of the Secretary of State does not have the effect provided for recorded statements in NRS 87.4301 to 87.4357 , inclusive.

3. A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by NRS 87.4301 to 87.4357 , inclusive. A natural person who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.

4. A person authorized by NRS 87.4301 to 87.4357 , inclusive, to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.

5. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
Nev. Rev. Stat. § 77.370 — NV Code / Title 7 / Chapter 77 / Section 77.370
Resignation of registered agent
Status: in_force

1. A registered agent may resign at any time with respect to a represented entity by filing with the Secretary of State a statement of resignation signed by or on behalf of the agent which states: (a) The name of the entity; (b) The name of the agent; (c) That the agent resigns from serving as agent for service of process for the entity; and (d) That written notice of the resignation has been or will be provided to each represented entity from which the registered agent is resigning.

2. A statement of resignation takes effect on the earlier of the 31st day after the day on which it is filed or the appointment of a new registered agent for the represented entity.

3. The registered agent shall promptly furnish the represented entity with notice in a record of the date on which a statement of resignation was filed. The registered agent shall keep a copy of each notice provided to a represented entity on file for 1 year after the date of filing the statement of resignation and shall make any such copy available to the Secretary of State upon request.

4. When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity may have against the agent or that the agent may have against the entity.

5. A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
Nev. Rev. Stat. § 77.447 — NV Code / Title 7 / Chapter 77 / Section 77.447
Penalties; notice of alleged violation; opportunity to correct alleged violation
Status: in_force

1. A person who violates a provision of this chapter is subject to a civil penalty of not more than $500 per violation and not more than $10,000 in the aggregate, to be recovered in a civil action brought in the district court in the county in which the person's principal place of business is located or in the district court of Carson City. The court may reduce the amount of the civil penalty imposed by the Secretary of State if the court determines that the amount of the civil penalty is disproportionate to the violation.

2. Except as otherwise provided in subsection 3, before filing a civil action to recover a civil penalty pursuant to subsection 1, if the person who allegedly violated a provision of this chapter has not been issued a written notice of a violation of this chapter within the immediately preceding 3 years, the Secretary of State must provide to the person written notice of the alleged violation and 10 business days to correct the alleged violation. The Secretary of State may provide a greater period to correct the alleged violation as the Secretary of State deems appropriate.

3. If a person who allegedly violated a provision of this chapter engaged in conduct in the course of acting as a registered agent that was intended to deceive or defraud the public or to promote illegal activities, the Secretary of State may take any or all of the following actions: (a) File a civil action pursuant to subsection 1 without providing the notice and the opportunity to correct the alleged violation required by subsection 2. (b) Deny or revoke the person's registration as a commercial registered agent. (c) Issue an order requiring the person to comply with the provisions of this chapter. (d) Refuse to accept filings for entities for which the person serves as registered agent.
Nev. Rev. Stat. § 82.341 — NV Code / Title 7 / Chapter 82 / Section 82.341
Waiver of notice
Status: in_force

Whenever any notice is required to be given under the provisions of this chapter, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, is equivalent thereto.
Nev. Rev. Stat. § 82.101 — NV Code / Title 7 / Chapter 82 / Section 82.101
Name of corporation: Reservation; injunctive relief
Status: reserved

1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use any name available under NRS 82.096 for the use of any proposed corporation. 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 82.096 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.
Nev. Rev. Stat. § 81.080 — NV Code / Title 7 / Chapter 81 / Section 81.080
Bylaws: Adoption; amendment; effectiveness
Status: in_force

1. Each corporation incorporated under NRS 81.010 to 81.160 , inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for its government and management not inconsistent with the provisions of NRS 81.010 to 81.160 , inclusive. A majority vote of the members or directors, or the written assent of such members or directors representing a majority of the votes, is necessary to adopt such bylaws.

2. The power to make additional bylaws and to alter the bylaws: (a) If the bylaws were adopted by the members under the provisions of subsection 1, must remain in the members, but any corporation may, in its articles of incorporation, original or amended, or by resolution adopted by a majority vote, or by written consent of two-thirds of the members, confer that power upon the directors. Bylaws made by the directors under power so conferred may be altered by the directors or by the members. (b) If the bylaws were adopted by the directors under the provisions of subsection 1, must remain in the directors, but any corporation may, in its articles of incorporation, original or amended, or by resolution adopted by a majority vote of the directors, or by written consent of two-thirds of the directors, confer that power upon the members. Bylaws made by the members under power so conferred may be altered by the directors or by the members.

3. The written consent of the owners of two-thirds of the stock or of two-thirds of the members shall suffice to adopt bylaws in addition to those adopted under the provisions of subsection 1, and to amend or repeal any bylaw.

4. All bylaws in force must be copied legibly in a book called the Book of Bylaws, kept at all times for inspection in the principal office. Until so copied, they shall not be effective or in force.
Nev. Rev. Stat. § 78.3789 — NV Code / Title 7 / Chapter 78 / Section 78.3789
Delivery of offeror's statement by acquiring person; contents of statement
Status: in_force

An acquiring person who has made or offered to make an acquisition of a controlling interest in an issuing corporation may deliver an offeror's statement to the registered office of the corporation. The acquiring person may request in the statement that the directors of the corporation call a special meeting of the stockholders of the corporation, as provided in NRS 78.379 . The statement must set forth:

1. A recital that the statement is given pursuant to this section;

2. The name of the acquiring person and of every person associated with him or her in the acquisition;

3. The number of shares in any class of voting securities owned, as of the date of the statement, by the acquiring person and each person with whom he or she is associated, or which the acquiring person intends to acquire;

4. The percentage of the voting securities of the corporation owned, as of the date of the statement, by the acquiring person and each person with whom he or she is associated, or which the acquiring person intends to acquire; and

5. If the acquiring person has not yet acquired the securities of the corporation, a detailed description of: (a) The terms and conditions of the proposed acquisition; and (b) The means by which any required consideration, and any indebtedness incurred to consummate the transaction, are to be paid.
Nev. Rev. Stat. § 78.421 — NV Code / Title 7 / Chapter 78 / Section 78.421
“Date of announcement” defined
Status: in_force

“Date of announcement,” when used in reference to any combination, means the date of the first public announcement of the final, definitive proposal for the combination.
Nev. Rev. Stat. § 86.555 — NV Code / Title 7 / Chapter 86 / Section 86.555
Issuance of occupational or professional license to limited-liability company by board or commission; regulations
Status: in_force

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 or chapter 641D 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.
Nev. Rev. Stat. § 88.413 — NV Code / Title 7 / Chapter 88 / Section 88.413
Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership
Status: in_force

1. Except as otherwise provided in NRS 88.3355 and 88.6067 , a limited partnership which did exist or is existing under this chapter may, upon complying with the provisions of NRS 88.410 , procure a renewal or revival of its certificate of limited partnership 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 certificate of limited partnership and amendments thereto, or existing certificate of limited partnership, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the limited partnership, which must be the name of the limited partnership at the time of the renewal or revival, or its name at the time its original certificate of limited partnership expired. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the certificate of limited partnership 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 partnership desiring to renew or revive its certificate of limited partnership is, or has been, organized and carrying on the business authorized by its existing or original certificate of limited partnership 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 general partners, or the equivalent thereof, and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the general partners of the limited partnership.

2. A limited partnership whose certificate of limited partnership has not expired and is being renewed shall cause the certificate to be signed by a general partner of the limited partnership. The certificate of renewal must be approved by a majority of the general partners.

3. A limited partnership seeking to revive its original or amended certificate of limited partnership shall cause the certificate of revival to be signed by a person or persons designated or appointed by the general partners of the limited partnership. The signing and filing of the certificate of revival must be approved by the written consent of the general partners of the limited partnership holding at least a majority of the voting power and must contain a recital that this consent was secured. The limited partnership shall pay to the Secretary of State the fee required to form a new limited partnership pursuant to the provisions of this chapter.

4. The filed certificate of renewal or revival, 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 qualification to do business in this State of the limited partnership named therein.

5. Except as otherwise provided in NRS 88.327 , a renewal or revival pursuant to this section relates back to the date on which the limited partnership's certificate of limited partnership expired or was revoked and renews or revives the limited partnership's certificate of limited partnership and right to transact business as if such right had at all times remained in full force.

6. A limited partnership that has revived or renewed its certificate of limited partnership pursuant to the provisions of this section: (a) Is a limited partnership and continues to be a limited partnership for the time stated in the certificate of revival or renewal; (b) Possesses the rights, privileges and immunities conferred by the original certificate of limited partnership and by this chapter; and (c) Is subject to the restrictions and liabilities set forth in this chapter.
Nev. Rev. Stat. § 89.258 — NV Code / Title 7 / Chapter 89 / Section 89.258
Renewal or revival of articles of association: Procedure; fee; certificate as evidence; status of association
Status: in_force

1. Except as otherwise provided in NRS 89.251 , a professional association which did exist or is existing under NRS 89.200 to 89.270 , inclusive, may, upon complying with the provisions of NRS 89.256 , procure a renewal or revival of its articles of association 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 articles of association and amendments thereto, or existing articles of association, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the professional association, which must be the name of the professional association at the time of the renewal or revival, or its name at the time its original articles of association expired. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the professional association's articles of association is to commence or be effective, which may be, in cases of a revival, before the date of the certificate of revival. (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 professional association desiring to renew or revive its articles of association is, or has been, organized and carrying on the business authorized by its existing or original articles of association 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 members and employees who are licensed or otherwise authorized by law to render professional services in this State and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the owners of the membership interests in the professional association.

2. A professional association whose articles of association have expired and are being renewed shall cause the certificate to be signed by a member of the professional association. The certificate of renewal must be approved by a majority of the members who hold a membership interest in the professional association.

3. A professional association seeking to revive its original or amended articles of association shall cause the certificate of revival to be signed by a person or persons designated or appointed by the members of the professional association. The signing and filing of the certificate of revival must be approved by the written consent of the holders of a membership interest in the professional association holding at least a majority of the voting power and must contain a recital that this consent was secured. The professional association shall pay to the Secretary of State the fee required to form a new professional association pursuant to the provisions of NRS 89.200 to 89.270 , inclusive.

4. The filed certificate of renewal or revival, 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 qualification to do business in this State of the professional association named therein.

5. A renewal or revival pursuant to this section relates back to the date on which the professional association's articles of association expired or was revoked and renews or revives the professional association's articles of association and right to transact business as if such right had at all times remained in full force.

6. A professional association that has revived or renewed its articles of association pursuant to the provisions of this section: (a) Is a professional association and continues to be a professional association for the time stated in the certificate of revival or renewal; (b) Possesses the rights, privileges and immunities conferred by the original articles of association and by NRS 89.200 to 89.270 , inclusive; and (c) Is subject to the restrictions and liabilities set forth in NRS 89.200 to 89.270 , inclusive.
Nev. Rev. Stat. § 81.855 — NV Code / Title 7 / Chapter 81 / Section 81.855
Distributions prohibited; compensation and other permitted payments
Status: in_force

1. Except as otherwise provided in subsection 2, an unincorporated nonprofit association may not pay dividends or make distributions to a member or manager.

2. An unincorporated nonprofit association may: (a) Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services rendered; (b) Confer benefits on a member or manager in conformity with its nonprofit purposes; (c) Repurchase a membership and repay a capital contribution made by a member to the extent authorized by its governing principles; or (d) Make distributions of property to members upon winding up and termination to the extent permitted by NRS 81.870 .
Nev. Rev. Stat. § 92A.500 — NV Code / Title 7 / Chapter 92A / Section 92A.500
Assessment of costs and fees in certain legal proceedings
Status: in_force

1. The court in a proceeding to determine fair value shall determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court. The court shall assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment.

2. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable: (a) Against the subject corporation and in favor of all dissenters if the court finds the subject corporation did not substantially comply with the requirements of NRS 92A.300 to 92A.500 , inclusive; or (b) Against either the subject corporation or a dissenter in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by NRS 92A.300 to 92A.500 , inclusive.

3. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the subject corporation, the court may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

4. In a proceeding commenced pursuant to NRS 92A.460 , the court may assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters who are parties to the proceeding, in amounts the court finds equitable, to the extent the court finds that such parties did not act in good faith in instituting the proceeding.

5. To the extent the subject corporation fails to make a required payment pursuant to NRS 92A.460 , 92A.470 or 92A.480 , the dissenter may bring a cause of action directly for the amount owed and, to the extent the dissenter prevails, is entitled to recover all expenses of the suit.

6. This section does not preclude any party in a proceeding commenced pursuant to NRS 92A.460 or 92A.490 from applying the provisions of NRS 17.117 or N.R.C.P. 68 .
Nev. Rev. Stat. § 86.481 — NV Code / Title 7 / Chapter 86 / Section 86.481
Exclusion of company which provides self-insurance from title 57 of NRS
Status: in_force

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.
Nev. Rev. Stat. § 81.820 — NV Code / Title 7 / Chapter 81 / Section 81.820
Admission, suspension, dismissal or expulsion of members
Status: in_force

1. A person becomes a member and may be suspended, dismissed or expelled in accordance with the association's governing principles. If there are no applicable governing principles, a person may become a member or be suspended, dismissed or expelled from an association only by a vote of its members. A person may not be admitted as a member without the person's consent.

2. Unless the governing principles provide otherwise, the suspension, dismissal or expulsion of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees or other obligation incurred or commitment made by the member before the suspension, dismissal or expulsion.
Nev. Rev. Stat. § 77.020 — NV Code / Title 7 / Chapter 77 / Section 77.020
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 77.030 to 77.270 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 91.200 — NV Code / Title 7 / Chapter 91 / Section 91.200
Persons exempted
Status: in_force

The prohibitions in NRS 91.190 do not apply to any transaction offered by and in which any of the following persons, or any employee, officer or director thereof acting solely in that capacity, is the purchaser or seller:

1. A person registered with the Commodity Futures Trading Commission as a futures commission merchant or as a leverage transaction merchant whose activities require such registration;

2. A person registered with the Securities and Exchange Commission as a broker-dealer whose activities require such registration;

3. A person affiliated with, and whose obligations and liabilities under the transaction are guaranteed by, a person referred to in subsection 1 or 2;

4. A person who is a member of a contract market designated by the Commodity Futures Trading Commission or any clearinghouse thereof;

5. A financial institution; or

6. A person registered under the laws of this State as a securities broker-dealer whose activities require such registration.

The exemption provided in this section does not apply to any transaction or activity which is prohibited by the Commodity Exchange Act or by a rule of the Commodity Futures Trading Commission.
Nev. Rev. Stat. § 87A.180 — NV Code / Title 7 / Chapter 87A / Section 87A.180
Name of partnership: Reservation; transfer of right to exclusive use of reserved name
Status: reserved

1. The exclusive right to the use of a name may be reserved by: (a) Any person intending to organize a limited partnership under this chapter and to adopt that name; (b) Any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name; (c) Any foreign limited partnership intending to register in this State and adopt that name; and (d) Any person intending to organize a foreign limited partnership and intending to have it registered in this State and adopt that name.

2. The reservation must be made by filing with the Secretary of State an application, signed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, the Secretary of State shall reserve the name for the exclusive use of the applicant for a period of 90 days. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, signed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
Nev. Rev. Stat. § 86.263 — NV Code / Title 7 / Chapter 86 / Section 86.263
Filing requirements; fees; notice; regulations
Status: in_force

1. A limited-liability company shall, at the time of the filing of its articles of organization with the Secretary of State, or, if the limited-liability company has selected an alternative due date pursuant to subsection 12, on or before that alternative due date, file with the Secretary of State, on a form furnished by the Secretary of State, a list that contains: (a) The name of the limited-liability company; (b) The file number of the limited-liability company, if known; (c) The names and titles of all of its managers or, if there is no manager, all of its managing members; (d) The address, either residence or business, of each manager or managing member listed, following the name of the manager or managing member; and (e) The signature of a manager or managing member of the limited-liability company, or some other person specifically authorized by the limited-liability company to sign the list, certifying that the list is true, complete and accurate.

2. The limited-liability company shall thereafter, on or before the last day of the month in which the anniversary date of its organization occurs, or, if, pursuant to subsection 12, the limited-liability company has selected an alternative due date for filing the list required by subsection 1, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, an annual list containing all of the information required in subsection 1.

3. Each list required by subsections 1 and 2 must be accompanied by a declaration under penalty of perjury that: (a) The limited-liability company has complied with the provisions of chapter 76 of NRS; (b) The limited-liability company acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and (c) None of the managers or managing members identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing member in furtherance of any unlawful conduct.

4. Upon filing: (a) The initial list required by subsection 1, the limited-liability company shall pay to the Secretary of State a fee of $150. (b) Each annual list required by subsection 2, the limited-liability company shall pay to the Secretary of State a fee of $150.

5. If a limited-liability company files an amended list of managers and managing members with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the limited-liability company or the resigning manager or managing member is not required to pay a fee for filing the amended list.

6. Except as otherwise provided in subsection 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.

7. The Secretary of State shall, 90 days before the last day for filing each list required by subsection 2, provide to each limited-liability company which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due under subsection 4 and a reminder to file the list required by subsection 2. Failure of any company to receive a notice does not excuse it from the penalty imposed by law.

8. 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.

9. 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.

10. A person who files with the Secretary of State a list required by subsection 1 or 2 which identifies a manager or managing member with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing member in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084 .

11. For the purposes of this section, a member is not deemed to exercise actual control of the daily operations of a limited-liability company based solely on the fact that the member has voting control of the limited-liability company.

12. The Secretary of State may allow a limited-liability company to select an alternative due date for filing the list required by subsection 1.

13. The Secretary of State may adopt regulations to administer the provisions of subsection 12.
Nev. Rev. Stat. § 90.345 — NV Code / Title 7 / Chapter 90 / Section 90.345
Investment advisers to certain private funds exempt from licensing
Status: in_force

1. An investment adviser is exempt from the licensing requirements under NRS 90.330 if: (a) The investment adviser provides advice solely to one or more qualifying private funds; (b) The investment adviser is not required to register with the Securities and Exchange Commission; (c) Neither the investment adviser nor any of the advisory affiliates of the investment adviser are subject to an event that would disqualify an issuer pursuant to 17 C.F.R. § 230.506(d)(1) ; (d) The investment adviser files with the Administrator any report and amendment thereto required to be filed with the Securities and Exchange Commission pursuant to 17 C.F.R. § 275.204-4 ; (e) The investment adviser pays a fee prescribed by the Administrator; and (f) Except as otherwise provided in subsection 2, if the investment adviser advises at least one eligible fund, the investment adviser must: (1) Advise only those eligible funds whose outstanding securities are beneficially owned entirely by persons who, after deducting the value of the primary residence from the net worth of the person, would each be a qualified client at the time the securities are purchased from the issuer; (2) Disclose in writing, at the time of purchase, the following information to each beneficial owner of the eligible fund: (I) All services, if any, to be provided to the beneficial owner; (II) Any duty owed by the investment adviser to the beneficial owner; and (III) Any other material information affecting the rights and responsibilities of the beneficial owner; and (3) Annually obtain an audited financial statement of each eligible fund and deliver the statement to each beneficial owner of the corresponding eligible fund.

2. If an investment adviser advises an eligible fund that has one or more beneficial owners who are not qualified clients and the eligible fund existed before July 1, 2022, then on or after July 1, 2022: (a) The eligible fund is prohibited from accepting additional beneficial owners who are not qualified clients; (b) The investment adviser must: (1) Make the disclosure described in subparagraph (2) of paragraph (f) of subsection 1 to all beneficial owners of the eligible fund, regardless of whether the beneficial owner is a qualified client; (2) Deliver the financial statement described in subparagraph (3) of paragraph (f) of subsection 1 to each beneficial owner of the eligible fund, regardless of whether the beneficial owner is a qualified client; and (3) Otherwise satisfy the requirements for exemption set forth in subsection 1.

3. The filings described in paragraph (d) of subsection 1: (a) Must be filed electronically through the Investment Adviser Registration Depository; and (b) Shall be deemed to be filed on the date that the filing and fee described in paragraph (e) of subsection 1 are filed and accepted on behalf of the State by the Investment Adviser Registration Depository.

4. If an investment adviser becomes ineligible for the exemption described in this section, the investment adviser must comply with any applicable laws for licensure within 90 days after the date of ineligibility.

5. As used in this section: (a) “ Eligible fund ” means a qualifying private fund that: (1) Is eligible for the exclusion from the definition of an investment company under 15 U.S.C. § 80a-3(c)(1) ; and (2) Is not a venture capital fund, as defined in 17 C.F.R. § 275.203(l)-1 . (b) “ Qualified client ” has the meaning ascribed to it in 17 C.F.R. § 275.205-3 . (c) “ Value of the primary residence ” means the fair market value of the primary residence of a person, subtracted by the amount of debt secured by the property up to its fair market value.
Nev. Rev. Stat. § 92A.450 — NV Code / Title 7 / Chapter 92A / Section 92A.450
Uncertificated shares: Authority to restrict transfer after demand for payment
Status: in_force

The subject corporation may restrict the transfer of shares not represented by a certificate from the date the demand for their payment is received.
Nev. Rev. Stat. § 81.055 — NV Code / Title 7 / Chapter 81 / Section 81.055
Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments; defaulting corporations
Status: in_force

1. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed under the provisions of NRS 81.010 to 81.160 , inclusive, which provides that the name of the corporation contains the words “common-interest community,” “community association,” “master association,” “unit-owners' association” or “homeowners' association” or if it appears in the articles of incorporation or certificate of amendment of articles of incorporation that the purpose of the corporation is to operate as a unit-owners' association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has: (a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625 ; and (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 and 116B.620 .

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners' association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185 .
Nev. Rev. Stat. § 82.198 — NV Code / Title 7 / Chapter 82 / Section 82.198
Board of directors or trustees: Selection of members when corporation owns or leases mobile home park
Status: in_force

1. Notwithstanding any provision of law to the contrary, if a corporation for public benefit owns or leases a mobile home park: (a) The board of directors or trustees which controls the mobile home park must be selected as set forth in NRS 461A.215 ; and (b) The provisions of NRS 461A.215 govern the operation of the corporation and the mobile home park.

2. As used in this section: (a) “ Board of directors or trustees which controls the mobile home park ” has the meaning ascribed to it in NRS 461A.215 . (b) “ Owns or leases a mobile home park ” has the meaning ascribed to it in NRS 461A.215 .
Nev. Rev. Stat. § 81.640 — NV Code / Title 7 / Chapter 81 / Section 81.640
Minimum distributions required
Status: in_force

Unless otherwise provided in the governing instrument, in the administration of any private foundation, there must be distributed for the purposes specified in the governing instrument, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by Section 4942(a). 1

1 26 U.S.C.A. § 4942.
Nev. Rev. Stat. § 87A.510 — NV Code / Title 7 / Chapter 87A / Section 87A.510
Liability after dissolution of general partner and person withdrawn as general partner to limited partnership, other general partners and persons withdrawn as general partner
Status: in_force

1. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subsection 1 of NRS 87A.505 by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and (b) If another general partner or a person withdrawn as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

2. If a person withdrawn as a general partner causes a limited partnership to incur an obligation under subsection 2 of NRS 87A.505 , the person is liable: (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and (b) If a general partner or another person withdrawn as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Nev. Rev. Stat. § 88.332 — NV Code / Title 7 / Chapter 88 / Section 88.332
Resignation of registered agent or termination of registration of commercial registered agent
Status: in_force

1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330 , the limited partnership, before the effective date of the resignation or termination, shall file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340 .

2. Each limited partnership which fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 88.400 and 88.405 .

3. As used in this section, “commercial registered agent” has the meaning ascribed to it in NRS 77.040 .
Nev. Rev. Stat. § 88.565 — NV Code / Title 7 / Chapter 88 / Section 88.565
Distribution of assets
Status: in_force

Upon the winding up of a limited partnership, the assets must be distributed as follows:

1. To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under NRS 88.490 or 88.505 ;

2. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under NRS 88.490 or 88.505 ; and

3. Except as provided in the partnership agreement, to partners, first, for the return of their contributions and second, respecting their partnership interests, in the proportions in which the partners share in distributions.
Nev. Rev. Stat. § 81.947 — NV Code / Title 7 / Chapter 81 / Section 81.947
Address of notice to last known address in records; notice if no known address in records; notice if mailed notice is returned as undeliverable
Status: in_force

1. Except as otherwise provided in subsection 2, notice of a meeting given by mail or through other written communication pursuant to NRS 81.945 must be addressed to a member at his or her last known address as provided in the records of the worker cooperative.

2. If there is no known address of a member in the records: (a) The worker cooperative must use the address of the principal place of business of the worker cooperative; or (b) The notice must be published, one time, in a newspaper of general circulation in the county in which the principal place of business of the worker cooperative is located.

3. If a mailed notice of a meeting is returned by the United States Postal Service as being undeliverable to an address of a member, all future such notices shall be deemed to have been duly given unless the member makes a written demand to the worker cooperative for a copy of the notice, at which time the notice must be provided by the worker cooperative to the member if the demand was made within 1 year after the original notice was returned as undeliverable.
Nev. Rev. Stat. § 87.5445 — NV Code / Title 7 / Chapter 87 / Section 87.5445
Form required for filing of records
Status: in_force

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.
Nev. Rev. Stat. § 81.915 — NV Code / Title 7 / Chapter 81 / Section 81.915
“Written notice of allocation” defined
Status: in_force

“ Written notice of allocation ” means a written instrument which discloses to a member the stated dollar amount of his or her patronage dividend and the terms for payment of that amount by a worker cooperative to the member.
Nev. Rev. Stat. § 92A.060 — NV Code / Title 7 / Chapter 92A / Section 92A.060
“Limited partner” defined
Status: in_force

“Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
Nev. Rev. Stat. § 92A.350 — NV Code / Title 7 / Chapter 92A / Section 92A.350
Rights of dissenting partner of domestic limited partnership
Status: in_force

A partnership agreement of a domestic limited partnership or, unless otherwise provided in the partnership agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the partnership interest of a dissenting general or limited partner of a domestic limited partnership are available for any class or group of partnership interests in connection with any merger or exchange in which the domestic limited partnership is a constituent entity.
Nev. Rev. Stat. § 81.450 — NV Code / Title 7 / Chapter 81 / Section 81.450
Articles of incorporation: Filing requirements; acceptable evidence of incorporation
Status: in_force

1. The articles of incorporation must be: (a) Signed by three or more of the original members, a majority of whom must be residents of this State. (b) Filed in the Office of the Secretary of State in all respects in the same manner as other articles of incorporation are filed.

2. The Secretary of State shall issue to the corporation over the Great Seal of the State a certificate that a copy of the articles containing the required statements of facts has been filed in the Office of the Secretary of State.

3. Upon the issuance of the certificate by the Secretary of State the persons signing the articles and their associates and successors are a body politic and corporate. When so filed, the articles of incorporation or certified copies thereof must be received in all the courts of this State, and other places, as prima facie evidence of the facts contained therein.
Nev. Rev. Stat. § 87A.105 — NV Code / Title 7 / Chapter 87A / Section 87A.105
“Required information” defined
Status: in_force

“ Required information ” means the information that a limited partnership is required to maintain under NRS 87A.195 .
Nev. Rev. Stat. § 90.520 — NV Code / Title 7 / Chapter 90 / Section 90.520
Exempt securities; filing and fee required for exemption
Status: repealed

1. As used in this section: (a) “ Guaranteed ” means guaranteed as to payment of all or substantially all of principal and interest or dividends. (b) “ Insured ” means insured as to payment of all or substantially all of principal and interest or dividends.

2. Except as otherwise provided in subsections 4 and 5, the following securities are exempt from NRS 90.460 and 90.560 : (a) A security, including a revenue obligation, issued, insured or guaranteed by the United States, an agency or corporate or other instrumentality of the United States, an international agency or corporate or other instrumentality of which the United States and one or more foreign governments are members, a state, a political subdivision of a state, or an agency or corporate or other instrumentality of one or more states or their political subdivisions, or a certificate of deposit for any of the foregoing, but this exemption does not include a security payable solely from revenues to be received from an enterprise unless the: (1) Payments are insured or guaranteed by the United States, an agency or corporate or other instrumentality of the United States, an international agency or corporate or other instrumentality of which the United States and one or more foreign governments are members, a state, a political subdivision of a state, or an agency or corporate or other instrumentality of one or more states or their political subdivisions, or by a person whose securities are exempt from registration pursuant to paragraphs (b) to (e), inclusive, or (g), or the revenues from which the payments are to be made are a direct obligation of such a person; (2) Security is issued by this State or an agency, instrumentality or political subdivision of this State; or (3) Payments are insured or guaranteed by a person who, within the 12 months next preceding the date on which the securities are issued, has received a rating within one of the top four rating categories of either Moody's Investors Service, Inc., or Standard and Poor's Ratings Services. (b) A security issued, insured or guaranteed by Canada, a Canadian province or territory, a political subdivision of Canada or of a Canadian province or territory, an agency or corporate or other instrumentality of one or more of the foregoing, or any other foreign government or governmental combination or entity with which the United States maintains diplomatic relations, if the security is recognized as a valid obligation by the issuer, insurer or guarantor. (c) A security issued by and representing an interest in or a direct obligation of a depository institution if the deposit or share accounts of the depository institution are insured by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund or a successor to an applicable agency authorized by federal law. (d) A security issued by and representing an interest in or a direct obligation of, or insured or guaranteed by, an insurance company organized under the laws of any state and authorized to do business in this State. (e) A security issued or guaranteed by a railroad, other common carrier, public utility or holding company that is: (1) Subject to the jurisdiction of the Surface Transportation Board; (2) A registered holding company under the Public Utility Holding Company Act of 1935 1 or a subsidiary of a registered holding company within the meaning of that act; (3) Regulated in respect to its rates and charges by a governmental authority of the United States or a state; or (4) Regulated in respect to the issuance or guarantee of the security by a governmental authority of the United States, a state, Canada, or a Canadian province or territory. (f) Equipment trust certificates in respect to equipment leased or conditionally sold to a person, if securities issued by the person would be exempt pursuant to this section. (g) A security listed or approved for listing upon notice of issuance on the New York Stock Exchange, NYSE MKT, the Chicago Stock Exchange, NYSE ARCA or other exchange designated by the Administrator, any other security of the same issuer which is of senior or substantially equal rank, a security called for by subscription right or warrant so listed or approved, or a warrant or right to purchase or subscribe to any of the foregoing. (h) A security listed or approved for listing upon notice of issuance on the National Market System of the NASDAQ Stock Market, any other security of the same issuer which is of senior or substantially equal rank, a security called for by subscription right or warrant so designated, or a warrant or a right to purchase or subscribe to any of the foregoing. (i) An option issued by a clearing agency registered under the Securities Exchange Act of 1934, 2 other than an off-exchange futures contract or substantially similar arrangement, if the security, currency, commodity or other interest underlying the option is: (1) Registered under NRS 90.470 , 90.480 or 90.490 ; (2) Exempt pursuant to this section; or (3) Not otherwise required to be registered under this chapter. (j) A security issued by a person organized and operated not for private profit but exclusively for a religious, educational, benevolent, charitable, fraternal, social, athletic or reformatory purpose, or as a chamber of commerce, or trade or professional association if at least 10 days before the sale of the security the issuer has filed with the Administrator a notice setting forth the material terms of the proposed sale and copies of any sales and advertising literature to be used and the Administrator by order does not disallow the exemption within the next 5 full business days. (k) A promissory note, draft, bill of exchange or banker's acceptance that evidences an obligation to pay cash within 9 months after the date of issuance, exclusive of days of grace, is issued in denominations of at least $50,000 and receives a rating in one of the three highest rating categories from a nationally recognized statistical rating organization, or a renewal of such an obligation that is likewise limited, or a guarantee of such an obligation or of a renewal. (l) A security issued in connection with an employees' stock purchase, savings, option, profit-sharing, pension or similar employees' benefit plan. (m) A membership or equity interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of any state if not traded to the general public. (n) A security issued by an issuer registered as an open-end management investment company or unit investment trust under section 8 of the Investment Company Act of 1940 3 if: (1) The issuer is advised by an investment adviser that is a depository institution exempt from registration under the Investment Advisers Act of 1940 4 or that is currently registered as an investment adviser, and has been registered, or is affiliated with an adviser that has been registered, as an investment adviser under the Investment Advisers Act of 1940 for at least 3 years next preceding an offer or sale of a security claimed to be exempt pursuant to this paragraph, and the issuer has acted, or is affiliated with an investment adviser that has acted, as investment adviser to one or more registered investment companies or unit investment trusts for at least 3 years next preceding an offer or sale of a security claimed to be exempt under this paragraph; or (2) The issuer has a sponsor that has at all times throughout the 3 years before an offer or sale of a security claimed to be exempt pursuant to this paragraph sponsored one or more registered investment companies or unit investment trusts the aggregate total assets of which have exceeded $100,000,000.

3. For the purpose of paragraph (n) of subsection 2, an investment adviser is affiliated with another investment adviser if it controls, is controlled by, or is under common control with the other investment adviser.

4. The exemption provided by paragraph (n) of subsection 2 is available only if the person claiming the exemption files with the Administrator a notice of intention to sell which sets forth the name and address of the issuer and the securities to be offered in this State and pays a fee: (a) Of $500 for the initial claim of exemption and the same amount at the beginning of each fiscal year thereafter in which securities are to be offered in this State, in the case of an open-end management company; or (b) Of $300 for the initial claim of exemption in the case of a unit investment trust.

5. An exemption provided by paragraph (c), (e), (f), (i) or (k) of subsection 2 is available only if, within the 12 months immediately preceding the use of the exemption, a notice of claim of exemption has been filed with the Administrator and a nonrefundable fee of $300 has been paid.

1 15 USCA § 79 et seq., repealed Aug. 8, 2005.

2 15 USCA § 78a et seq.

3 15 USCA § 80a-6

4 15 USCA § 80b-1 et seq.
Nev. Rev. Stat. § 81.755 — NV Code / Title 7 / Chapter 81 / Section 81.755
Legal entity; perpetual existence; powers
Status: in_force

1. An unincorporated nonprofit association is a legal entity distinct from its members and managers.

2. An unincorporated nonprofit association has perpetual duration unless the governing principles specify otherwise.

3. An unincorporated nonprofit association has the same powers as an individual to do all things necessary or convenient to carry on its purposes.

4. An unincorporated nonprofit association may engage in profit-making activities but profits from any activities must be used or set aside for the association's nonprofit purposes.
Nev. Rev. Stat. § 82.481 — NV Code / Title 7 / Chapter 82 / Section 82.481
Authority of court to reconvey property back to or dissolve corporation
Status: in_force

The district court may reconvey the property of the corporation back to it or dissolve the corporation and declare it null and void as provided in NRS 78.645 .
Nev. Rev. Stat. § 88.505 — NV Code / Title 7 / Chapter 88 / Section 88.505
Distribution upon withdrawal
Status: in_force

Except as provided in NRS 88.490 to 88.525 , inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement and, if not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon his or her right to share in distributions from the limited partnership.
Nev. Rev. Stat. § 86.269 — NV Code / Title 7 / Chapter 86 / Section 86.269
Addresses of managers and members required; failure to file
Status: in_force

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.
Nev. Rev. Stat. § 87.4312 — NV Code / Title 7 / Chapter 87 / Section 87.4312
“Statement” defined
Status: in_force

“ Statement ” means:

1. A statement of partnership authority under NRS 87.4327 ;

2. A statement of denial under NRS 87.4328 ;

3. A statement of dissociation under NRS 87.4349 ;

4. A statement of dissolution under NRS 87.4355 ; or

5. An amendment or cancellation of any of the statements set forth in subsections 1 to 4, inclusive.
Nev. Rev. Stat. § 88.530 — NV Code / Title 7 / Chapter 88 / Section 88.530
Assignments
Status: in_force

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all the partnership interest of the partner.
Nev. Rev. Stat. § 87A.490 — NV Code / Title 7 / Chapter 87A / Section 87A.490
Nonjudicial dissolution
Status: in_force

Except as otherwise provided in NRS 87A.495 , a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:

1. The happening of an event specified in the partnership agreement;

2. The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;

3. After the withdrawal of a person as a general partner: (a) If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the withdrawal by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or (b) If the limited partnership does not have a remaining general partner, the passage of 90 days after the withdrawal, unless before the end of the period: (1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (2) At least one person is admitted as a general partner in accordance with the consent; or

4. The passage of 90 days after the withdrawal of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.
Nev. Rev. Stat. § 82A.080 — NV Code / Title 7 / Chapter 82A / Section 82A.080
Applicability
Status: in_force

The provisions of this chapter do not apply to a person or other entity that is a unit or an instrumentality of the United States Government.
Nev. Rev. Stat. § 82.516 — NV Code / Title 7 / Chapter 82 / Section 82.516
Payment of creditors and distribution of surplus
Status: in_force

After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the money of the corporation to the extent of their lawful priority, the creditors must be paid proportionately to the amount of their respective debts, except mortgagees and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors. The creditors are entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the debts. The surplus, if any, after payment of the creditors and the costs, expenses and allowances, must be distributed as provided in subsection 4 of NRS 82.461 .
Nev. Rev. Stat. § 78.745 — NV Code / Title 7 / Chapter 78 / Section 78.745
Action against stockholder for unpaid subscriptions; limitation of action
Status: in_force

No action shall be brought by the corporation against any stockholder for any unpaid subscription unless within 2 years after the debt becomes due, and no action shall be brought against the stockholder after the stockholder shall cease to be the owner of the shares, unless brought within 2 years from the time the stockholder shall have ceased to be a stockholder.
Nev. Rev. Stat. § 87A.035 — NV Code / Title 7 / Chapter 87A / Section 87A.035
“Distribution” defined
Status: in_force

“ Distribution ” means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.
Nev. Rev. Stat. § 92A.165 — NV Code / Title 7 / Chapter 92A / Section 92A.165
Approval of plan of merger, conversion or exchange for domestic business trust
Status: in_force

Unless otherwise provided in the certificate of trust or governing instrument of a domestic business trust, a plan of merger, conversion or exchange must be approved by all the trustees and beneficial owners of each domestic business trust that is a constituent entity in the merger.
Nev. Rev. Stat. § 82.241 — NV Code / Title 7 / Chapter 82 / Section 82.241
Personal liability of members; imposition of dues, assessments or fees
Status: in_force

1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.

2. When authority to do so is conferred by the articles or bylaws and subject to any limitations contained in the articles or bylaws, a corporation may levy dues, assessments or fees upon its members. The dues, assessments or fees may be imposed upon all classes of members alike or differently upon different classes of members. Members of one or more classes may be exempted.

3. A corporation in its articles or bylaws may: (a) Fix the amount of the levy and the method of collection of dues, assessments or fees; or (b) Authorize the directors to fix the amount from time to time and determine the methods of collection.

4. A corporation in its articles and bylaws may provide for: (a) The enforcement or collection of dues, assessments or fees; (b) The cancellation of membership, on reasonable notice, for nonpayment of dues, assessments or fees; and (c) The reinstatement of membership.
Nev. Rev. Stat. § 77.380 — NV Code / Title 7 / Chapter 77 / Section 77.380
Appointment of agent by nonfiling entity or nonqualified foreign entity
Status: in_force

1. A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of the entity which includes, without limitation: (a) The name, type and jurisdiction of organization of the entity; and (b) The information required pursuant to NRS 77.310 .

2. A statement appointing an agent for service of process takes effect on filing.

3. The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this State and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this State.

4. A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Secretary of State from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity.

5. An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and must state the name of the entity and that the entity is cancelling its appointment of an agent for service of process in this State. A statement appointing an agent for service of process, which has not been cancelled earlier, is effective for a period of 5 years after the date of filing.

6. A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on the date the entity becomes a qualified foreign entity.
Nev. Rev. Stat. § 92A.303 — NV Code / Title 7 / Chapter 92A / Section 92A.303
“Advance notice statement” defined
Status: in_force

“ Advance notice statement ” when used in reference to a proposed corporate action creating dissenter's rights that is taken or submitted for approval pursuant to a written consent of the stockholders or taken without a vote of the stockholders, means written notice of the proposed corporate action sent by the subject corporation to all stockholders of record entitled to assert dissenter's rights if the corporate action is effectuated. Such notice must:

1. Be sent not later than 20 days before the effective date of the proposed corporate action;

2. Identify the proposed corporate action;

3. Provide that a stockholder who wishes to assert dissenter's rights with respect to any class or series of shares must deliver a statement of intent to the subject corporation and set a date by which the subject corporation must receive the statement of intent, which may not be less than 15 days after the date the notice is sent, and state that the stockholder shall be deemed to have waived the right to assert dissenter's rights with respect to the shares unless the statement of intent is received by the subject corporation by such specified date; and

4. Be accompanied by a copy of NRS 92A.300 to 92A.500 , inclusive.
Nev. Rev. Stat. § 78.120 — NV Code / Title 7 / Chapter 78 / Section 78.120
Board of directors: General powers
Status: in_force

1. Subject only to such limitations as may be provided by this chapter, or the articles of incorporation of the corporation, the board of directors has full control over the affairs of the corporation.

2. Except as otherwise provided in this subsection and subject to the bylaws, if any, adopted by the stockholders, the directors may make the bylaws of the corporation. Unless otherwise prohibited by any bylaw adopted by the stockholders, the directors may adopt, amend or repeal any bylaw, including any bylaw adopted by the stockholders. The articles of incorporation may grant the authority to adopt, amend or repeal bylaws exclusively to the directors.

3. The selection of a period for the achievement of corporate goals is the responsibility of the directors.
Nev. Rev. Stat. § 80.120 — NV Code / Title 7 / Chapter 80 / Section 80.120
Certificate of authorization to transact business
Status: in_force

If a corporation has filed the initial or annual list in compliance with NRS 80.110 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the corporation 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.
Nev. Rev. Stat. § 77.360 — NV Code / Title 7 / Chapter 77 / Section 77.360
Change of name, address, type or jurisdiction of organization by commercial registered agent
Status: in_force

1. If a commercial registered agent changes its name, its address as currently registered under subsection 2 of NRS 77.320 or its type or jurisdiction of organization, the agent shall file with the Secretary of State a statement of change signed by or on behalf of the agent which states: (a) The name of the agent as currently registered under subsection 2 of NRS 77.320 ; (b) If the name of the agent has changed, its new name; (c) If the address of the agent has changed, the new address; and (d) If the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization.

2. The filing of a statement of change under subsection 1 is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent.

3. A statement of change filed under this section takes effect on filing.

4. A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.

5. If a commercial registered agent changes its address without filing a statement of change as required by this section, the Secretary of State may cancel the registration of the agent under NRS 77.320 . A cancellation under this subsection has the same effect as a termination under NRS 77.330 . Promptly after cancelling the registration of an agent, the Secretary of State shall serve notice in a record on the: (a) Governors of each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made in the manner provided by NRS 14.030 ; and (b) Agent, stating that the registration of the agent has been cancelled under this section.
Nev. Rev. Stat. § 78.570 — NV Code / Title 7 / Chapter 78 / Section 78.570
Sale of property and franchise under decree of court
Status: in_force

Sales of the property and franchises of corporations that may be sold under a decree of court shall be made after such notice of the time and place as the court may deem proper. If the sales are made in the foreclosure of one or more mortgages, the court may order the sale to be made for the whole amount of indebtedness secured by the mortgage or mortgages, or for the amount of interest due under the mortgage or mortgages, subject to the payment by the purchaser of the outstanding indebtedness and interest secured thereby as they become due. In the latter event the court may, by proper orders, secure the assumption thereof by the purchaser. When a sale shall be ordered to be made, subject as aforesaid, the court shall direct the officer making such sale, in the event that the property and franchises offered do not sell for enough to pay the amount aforesaid, to sell the same free from encumbrances. Sales under this section shall be made on such credits as the court may deem proper.
Nev. Rev. Stat. § 87.4356 — NV Code / Title 7 / Chapter 87 / Section 87.4356
Liability of partner to other partners after dissolution
Status: in_force

1. Except as otherwise provided in subsection 2 and NRS 87.433 , after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under NRS 87.4354 .

2. A partner who, with knowledge of the dissolution, incurs a partnership liability under subsection 2 of NRS 87.4354 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
Nev. Rev. Stat. § 90.4535 — NV Code / Title 7 / Chapter 90 / Section 90.4535
Description of person “associated with” securities exchange or applicant for registration
Status: in_force

A person is “associated with” a securities exchange or an applicant for registration as such if the person is:

1. An officer, director, shareholder, employee or other agent, client, customer or member of the securities exchange or applicant;

2. A partner, officer or director of a member of the securities exchange; or

3. An employee of a member of the securities exchange who is licensed pursuant to this chapter or registered pursuant to the Securities Exchange Act of 1934. 1

1 15 USCA § 78a et seq.
Nev. Rev. Stat. § 86.491 — NV Code / Title 7 / Chapter 86 / Section 86.491
Events requiring dissolution and winding up of affairs; powers and duties of person winding up affairs; effect of certain events affecting member
Status: in_force

1. A limited-liability company must be dissolved and its affairs wound up: (a) At the time, if any, so specified in the articles of organization; (b) Upon the occurrence of an event so specified in the articles of organization or operating agreement; (c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members; (d) Upon entry of a decree of judicial dissolution of the company pursuant to NRS 86.495 ; or (e) Except as otherwise provided in subsection 5, within 180 days, or such other period provided in the articles of organization or operating agreement, after the company ceases to have any members, but the company is not required to be so dissolved and its affairs wound up if, within such period: (1) The personal representative of the last remaining member agrees in writing to continue the company and the personal representative or its nominee or designee is admitted as a member; or (2) Any person is admitted as a member pursuant to a provision of the operating agreement providing for the admission of a person as a member after there is no longer a member of the company.

2. The affairs of a series of a limited-liability company must be wound up: (a) At the time, if any, so specified in the articles of organization; (b) Upon the occurrence of an event so specified in the articles of organization or the operating agreement; (c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members associated with the series; (d) Upon entry of a decree of judicial termination of the series pursuant to NRS 86.495 ; or (e) Except as otherwise provided in subsection 5, within 180 days, or such other period provided in the articles of organization or operating agreement, after the series ceases to have any associated members, but the affairs of the series are not required to be so wound up if, within such period: (1) The personal representative of the last remaining member associated with the series agrees in writing to continue the series and the personal representative or its nominee or designee is admitted as a member associated with the series; or (2) Any person is admitted as a member associated with the series pursuant to a provision of the operating agreement providing for the admission of a person as a member associated with the series after there is no longer a member associated with the series.

3. Unless otherwise provided in the articles of organization or operating agreement, upon: (a) The occurrence of an event requiring the affairs of a limited-liability company to be wound up, a manager of the company who has not wrongfully terminated the company or, if none, the members, or a person approved by all the members, may wind up the affairs of the company, and the person or persons winding up the affairs of the company: (1) May take all actions necessary or proper to wind up the affairs of the company; and (2) Shall distribute the assets of the company as provided in NRS 86.521 to the creditors of the company and the members of the company. (b) The occurrence of an event requiring the affairs of a series to be wound up, a manager of the series who has not wrongfully terminated the series or, if none, the members associated with a series, or a person approved by all those members, may wind up the affairs of the series, and the person or persons winding up the affairs of the series: (1) May take all actions necessary or proper to wind up the affairs of the series; and (2) Shall distribute the assets of the series as provided in NRS 86.521 to the creditors of the series and the members associated with the series.

4. Except as otherwise provided in this section, the articles of organization or the operating agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not: (a) Terminate the status of the person as a member; or (b) Cause the limited-liability company, or the series of the company with which the member is associated, to be dissolved or its affairs to be wound up.

5. Except as otherwise provided in the articles of organization or operating agreement, upon the death of a natural person who is the sole member of a limited-liability company or the sole member associated with a series, the status of the member, including the member's interest, may pass to the heirs, successors and assigns of the member by will or applicable law. The heir, successor or assign of the member's interest becomes a substituted member pursuant to NRS 86.351 , subject to administration as provided by applicable law, without the permission or consent of the heirs, successors or assigns or those administering the estate of the deceased member.
Nev. Rev. Stat. § 91.070 — NV Code / Title 7 / Chapter 91 / Section 91.070
“Commodity Exchange Act” defined
Status: in_force

“Commodity Exchange Act” means the act of Congress known as the Commodity Exchange Act, 7 U.S.C. §§ 1 et seq.
Nev. Rev. Stat. § 78.620 — NV Code / Title 7 / Chapter 78 / Section 78.620
Dissolution or forfeiture of charter by decree of court; filing
Status: in_force

Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the district court, the decree or judgment shall be forthwith filed by the clerk of the court in the Office of the Secretary of State.
Nev. Rev. Stat. § 88A.350 — NV Code / Title 7 / Chapter 88A / Section 88A.350
Right of beneficial owners to inspect and copy ledger; denial of inspection
Status: in_force

1. A person who has been a beneficial owner of record of a business trust for at least 6 months immediately preceding the person’s demand, or a person holding, or authorized in writing by the holders of, at least 5 percent of its beneficial ownership, is entitled, upon at least 5 days' written demand, to inspect in person or by agent or attorney, during usual business hours, the ledger or duplicate ledger, whether kept in the registered office of the business trust or elsewhere, and to make copies therefrom.

2. An inspection authorized by subsection 1 may be denied to a beneficial owner or other person upon the refusal of the beneficial owner or other person to furnish to the business trust an affidavit that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the business trust and that the beneficial owner or other person has not at any time sold or offered for sale any list of beneficial owners of a domestic or foreign business trust, stockholders of a domestic or foreign corporation or members of a domestic or foreign limited-liability company, or aided or abetted any person in procuring such a list for such a purpose.
Nev. Rev. Stat. § 87.5435 — NV Code / Title 7 / Chapter 87 / Section 87.5435
Defaulting partnerships: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 87.5413 , the Secretary of State shall reinstate a foreign registered limited-liability partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign registered limited-liability partnership 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 87.541 ; (2) The information required pursuant to NRS 77.310 ; and (3) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected managing partners of the foreign registered limited-liability partnership; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 87.541 and 87.5425 for each year or portion thereof that its right to transact business was forfeited; and (2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the foreign registered limited-liability partnership, the Secretary of State shall issue to the foreign registered limited-liability partnership a certificate of reinstatement if the foreign registered limited-liability partnership: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to NRS 87.550 .

3. Except as otherwise provided in NRS 231.14057 , 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 registered limited-liability partnership 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 to transact business must not be reinstated.

5. Except as otherwise provided in NRS 87.544 , a reinstatement pursuant to this section relates back to the date on which the foreign registered limited-liability partnership forfeited its right to transact business under the provisions of this chapter and reinstates the foreign registered limited-liability partnership's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 88.460 — NV Code / Title 7 / Chapter 88 / Section 88.460
Contributions to partnership by general partner
Status: in_force

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person’s participation in the partnership as a limited partner.
Nev. Rev. Stat. § 82.5237 — NV Code / Title 7 / Chapter 82 / Section 82.5237
Defaulting corporations: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 82.183 , the Secretary of State shall reinstate a foreign nonprofit corporation which has forfeited or which forfeits its right to transact business pursuant to the provisions of NRS 82.523 to 82.524 , inclusive, and restore to the foreign nonprofit corporation its right to transact business in this State, and to exercise its corporate privileges and immunities, if it: (a) Files with the Secretary of State: (1) A list as provided in NRS 82.523 ; and (2) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the foreign nonprofit corporation or, if the foreign nonprofit corporation does not have a board of directors, the equivalent of such a board; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 82.523 and 82.5235 for each year or portion thereof that its right to transact business was forfeited; and (2) A fee of $100 for reinstatement.

2. When the Secretary of State reinstates the foreign nonprofit corporation, the Secretary of State shall issue to the foreign nonprofit corporation a certificate of reinstatement if the foreign nonprofit corporation: (a) Requests a certificate of reinstatement; and (b) Pays the fees as provided in subsection 7 of NRS 78.785 .

3. Except as otherwise provided in NRS 231.14057 , 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 nonprofit corporation 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 to transact business must not be reinstated.

5. Except as otherwise provided in NRS 82.5239 , a reinstatement pursuant to this section relates back to the date on which the foreign nonprofit corporation forfeited its right to transact business under the provisions of this chapter and reinstates the foreign nonprofit corporation's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 86.251 — NV Code / Title 7 / Chapter 86 / Section 86.251
Resignation of registered agent or termination of registration of commercial registered agent
Status: in_force

1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330 , the limited-liability company, before the effective date of the resignation or termination, shall file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340 .

2. Each limited-liability company which fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 86.272 and 86.274 .

3. As used in this section, “commercial registered agent” has the meaning ascribed to it in NRS 77.040 .
Nev. Rev. Stat. § 77.180 — NV Code / Title 7 / Chapter 77 / Section 77.180
“Organic rules” defined
Status: in_force

“ Organic rules ” means the public organic document and private organic rules of an entity. As used in this section, “private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any.
Nev. Rev. Stat. § 90.285 — NV Code / Title 7 / Chapter 90 / Section 90.285
“Sales representative” defined
Status: in_force

“Sales representative” means a natural person other than a broker-dealer, authorized to act and acting for a broker-dealer or issuer effecting or attempting to effect purchases or sales of securities. A partner, officer or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is a sales representative only if he or she otherwise comes within the definition.
Nev. Rev. Stat. § 87.541 — NV Code / Title 7 / Chapter 87 / Section 87.541
Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations
Status: in_force

1. Each foreign registered limited-liability partnership doing business in this State shall, at the time of the filing of its application for registration as a foreign registered limited-liability partnership with the Secretary of State, or, if the foreign registered limited-liability partnership has selected an alternative due date pursuant to subsection 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains: (a) The name of the foreign registered limited-liability partnership; (b) The file number of the foreign registered limited-liability partnership, if known; (c) The names of all its managing partners; (d) The address, either residence or business, of each managing partner; and (e) The signature of a managing partner of the foreign registered limited-liability partnership, or some other person specifically authorized by the foreign registered limited-liability partnership to sign the list, certifying that the list is true, complete and accurate.

2. Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that: (a) The foreign registered limited-liability partnership has complied with the provisions of chapter 76 of NRS; (b) The foreign registered limited-liability partnership acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and (c) None of the managing partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a managing partner in furtherance of any unlawful conduct.

3. Upon filing: (a) The initial list required by this section, the foreign registered limited-liability partnership shall pay to the Secretary of State a fee of $150. (b) Each annual list required by this section, the foreign registered limited-liability partnership shall pay to the Secretary of State a fee of $150.

4. If a foreign registered limited-liability partnership files an amended list of managing partners with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign registered limited-liability partnership or the resigning managing partner is not required to pay a fee for filing the amended list.

5. Except as otherwise provided in subsection 4, if a managing partner of a foreign registered limited-liability partnership resigns and the resignation is not reflected on the annual or amended list of managing partners, the foreign registered limited-liability partnership or the managing partner 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 annual list required by subsection 1, provide to each foreign registered limited-liability partnership which is required to comply with the provisions of NRS 87.541 to 87.5443 , inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1. Failure of any foreign registered limited-liability partnership to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 87.541 to 87.5443 , inclusive.

7. 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.

8. An annual list for a foreign registered limited-liability partnership not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

9. A person who files with the Secretary of State an initial list or annual list required by subsection 1 which identifies a managing partner with the fraudulent intent of concealing the identity of any person or persons exercising the power and authority of a managing partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084 .

10. The Secretary of State may allow a foreign registered limited-liability partnership to select an alternative due date for filing the initial list required by this section.

11. The Secretary of State may adopt regulations to administer the provisions of subsection 10.
Nev. Rev. Stat. § 78.580 — NV Code / Title 7 / Chapter 78 / Section 78.580
Procedure for dissolution after beginning of business
Status: in_force

1. If the board of directors of any corporation organized under this chapter decides that the corporation should be dissolved, the board may adopt a resolution to that effect.

2. If the corporation has issued no stock, only the directors need to approve the dissolution.

3. If the corporation has issued stock, the directors must recommend the dissolution to the stockholders. The board of directors may condition its submission of the proposal for dissolution on any lawful basis. Unless the dissolution is to be approved by written consent pursuant to NRS 78.320 , the corporation shall notify each stockholder, whether or not entitled to vote on dissolution, of the proposed dissolution and the stockholders entitled to vote must approve the dissolution. If the dissolution is approved by written consent pursuant to subsection 2 of NRS 78.320 , the corporation shall notify each stockholder whose written consent was not solicited of the dissolution, in writing, not later than 10 days after the effective date of the dissolution.

4. If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in subsections 2 and 3, the corporation shall file with the Secretary of State a certificate signed by an officer of the corporation setting forth that the dissolution has been approved by the directors, or by the directors and the stockholders, and a list of the names and addresses, either residence or business, of the corporation's president, secretary and treasurer, or the equivalent thereof, and all of its directors.

5. The dissolution takes effect at the time of the filing of the certificate of dissolution with the Secretary of State or upon a later date and time as specified in the certificate, which date must be not more than 90 days after the date on which the certificate is filed. If a certificate of dissolution specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 90.223 — NV Code / Title 7 / Chapter 90 / Section 90.223
“Commission” defined
Status: in_force

1. “Commission” means: (a) Any payment of cash, securities or goods for offering to sell or selling a security; or (b) A promise or commitment to provide any payment of cash, securities or goods in the future for offering to sell or selling a security.

2. The term does not include: (a) A commission paid to a real estate broker solely for services relating to the sale, purchase, rental or lease of real estate if the commission is commensurate with fees paid in the community for similar services. (b) Any payment made to an attorney or accountant for any advice or recommendation relating to the purchase, sale or other transfer of securities that is given to a client with whom the attorney or accountant has a professional relationship if the payment and the interest of the attorney or accountant in the transaction or in the issuer or an affiliate of the issuer are disclosed in writing to the client before the sale or transfer of the securities.
Nev. Rev. Stat. § 80.040 — NV Code / Title 7 / Chapter 80 / Section 80.040
Required records in foreign language must be accompanied by English translations
Status: in_force

If the papers required by NRS 80.010 and 80.030 to be filed in this State are of record in a language other than English in the place of creation of the corporation, the certified papers in that language shall be accompanied by a verified translation into the English language.
Nev. Rev. Stat. § 86.5412 — NV Code / Title 7 / Chapter 86 / Section 86.5412
Appointment of receiver or trustee of insolvent company: Powers
Status: in_force

1. The district court, at the time of ordering the injunction, or at any time afterwards, may appoint a receiver or receivers or a trustee or trustees for the creditors and members of the limited-liability company.

2. Receivers or trustees shall have full power and authority: (a) To demand, sue for, collect, receive and take into possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description of the company; (b) To institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the company; (c) In their discretion to compound and settle with any debtor or creditor of the company, or with persons having possession of its property or in any way responsible at law or in equity to the company at the time of its insolvency or suspension of business, or afterwards, upon such terms and in such manner as they shall deem just and beneficial to the company; and (d) In case of mutual dealings between the company and any person to allow just setoffs in favor of such person in all cases in which the same ought to be allowed according to law and equity.

3. A debtor who shall have in good faith paid a debt to the company without notice of its insolvency or suspension of business, shall not be liable therefor, and the receiver or receivers or trustee or trustees shall have power to sell, convey and assign all the estate, rights and interests, and shall hold and dispose of the proceeds thereof under the directions of the district court.
Nev. Rev. Stat. § 90.820 — NV Code / Title 7 / Chapter 90 / Section 90.820
Emergency administrative proceedings
Status: in_force

1. The Administrator may use emergency administrative proceedings in a situation involving an immediate danger to the public welfare requiring immediate action.

2. The Administrator may take only such action as is necessary to prevent or avoid the immediate danger to the public welfare that justifies use of emergency administrative proceedings.

3. The Administrator shall issue an order, including a brief statement of findings of fact, conclusions of law, and if it is an exercise of the agency's discretion, reasons of policy for the decision to justify the determination of an immediate danger and the Administrator’s decision to take the specific action.

4. The Administrator shall give such notice as is practicable to persons who are required to comply with the order. The order is effective when issued.

5. After issuing an order under this section, the Administrator shall proceed as quickly as feasible to complete proceedings that would be required under chapter 233B of NRS if the matter did not involve an immediate danger.

6. The record of the Administrator consists of the records regarding the matter that were considered or prepared by the Administrator. The Administrator shall maintain these records as the official record.

7. Unless otherwise required by law, the Administrator's record need not constitute the exclusive basis for the Administrator’s action in emergency administrative proceedings or for judicial review of the action.

8. An order issued under this section is subject to judicial review in the manner provided in chapter 233B of NRS for the final decision in a contested case.
Nev. Rev. Stat. § 81.911 — NV Code / Title 7 / Chapter 81 / Section 81.911
“Quorum” defined
Status: in_force

“ Quorum ” means a simple majority of the members.
Nev. Rev. Stat. § 81.865 — NV Code / Title 7 / Chapter 81 / Section 81.865
Dissolution
Status: in_force

1. An unincorporated nonprofit association may be dissolved as follows: (a) If the governing principles provide a time or method for dissolution, at that time or by that method; (b) If the governing principles do not provide a time or method for dissolution, upon approval by the members; (c) If no member can be located and the association's operations have been discontinued for at least 3 years, by the managers or, if the association has no current manager, by its last manager; (d) By court order; or (e) Under law other than NRS 81.700 to 81.890 , inclusive.

2. After dissolution, an unincorporated nonprofit association continues in existence until its activities have been wound up and it is terminated pursuant to NRS 81.870 .
Nev. Rev. Stat. § 77.060 — NV Code / Title 7 / Chapter 77 / Section 77.060
“Entity” defined
Status: in_force

“ Entity ” means a person that has a separate legal existence or has the power to acquire an interest in real property in its own name. The term does not include:

1. Any individual other than a nonresident guardian;

2. A testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust or similar trust;

3. An association or relationship that is not a partnership by reason of NRS 87.070, subsection 3 of NRS 87.4322 or similar provisions of the law of any other jurisdiction;

4. A decedent's estate; or

5. A public corporation, government or governmental subdivision, agency or instrumentality or a quasi-governmental instrumentality.
Nev. Rev. Stat. § 90.454 — NV Code / Title 7 / Chapter 90 / Section 90.454
Limitations on trading of security
Status: in_force

A securities exchange located in this State shall not allow the trading of a security in this State unless it is issued by a corporation which has complied with the requirements of this chapter and any other applicable requirements of federal or state law.
Nev. Rev. Stat. § 87.310 — NV Code / Title 7 / Chapter 87 / Section 87.310
Causes of dissolution
Status: in_force

Dissolution is caused:

1. Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement; (b) By the express will of any partner when no definite term or particular undertaking is specified; (c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking; or (d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;

2. In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;

3. By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;

4. By the death of any partner;

5. By the bankruptcy of any partner or the partnership; or

6. By decree of court under NRS 87.320 .
Nev. Rev. Stat. § 84.008 — NV Code / Title 7 / Chapter 84 / Section 84.008
Filing of records written in language other than English
Status: in_force

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.
Nev. Rev. Stat. § 90.510 — NV Code / Title 7 / Chapter 90 / Section 90.510
Denial, suspension or revocation of registration
Status: in_force

1. The Administrator may issue an order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the Administrator finds that the order is in the public interest and that: (a) The registration statement as of its effective date or as of the proposed effective date in the case of an order denying effectiveness, an amendment under subsection 14 or 15 of NRS 90.500 , as of its effective date, or a report under subsection 13 of NRS 90.500 , is incomplete in any material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact; (b) This chapter, or a regulation, order or condition lawfully imposed under this chapter, has been willfully violated in connection with the offering by: (1) The person filing the registration statement; (2) The issuer, a partner, officer or director of the issuer, a person occupying similar status or performing similar functions, or a person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or (3) An underwriter; (c) The security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative order similar to an order under this section entered under any other federal or state law applicable to the offering, except that the Administrator may not: (1) Institute a proceeding against an effective registration statement under this paragraph more than 1 year after the date of the order or injunction relied on; or (2) Enter an order under this paragraph on the basis of an order or injunction entered under the securities act of another state unless the order or injunction was based on facts that currently would constitute a ground for an order under this section; (d) The issuer's enterprise or method of business includes or would include activities that are illegal where performed; (e) The offering has worked or tended to work a fraud upon purchasers or would so operate; (f) The offering has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions or other compensation, or promoters' profits or participation, or unreasonable amounts or kinds of options; (g) A security sought to be registered pursuant to NRS 90.470 is not eligible for such registration; (h) With respect to a security sought to be registered pursuant to NRS 90.480 , there has been a failure to comply with the undertaking required by paragraph (d) of subsection 2 of that section; or (i) The applicant or registrant has failed to pay the proper filing fee, but the Administrator may enter only an order denying effectiveness under this paragraph and shall vacate the order if the deficiency is corrected.

2. The Administrator may not institute a proceeding: (a) Against an effective registration statement on the basis of a fact or transaction known to the Administrator when the registration statement became effective unless the proceeding is instituted within 30 days after the registration statement became effective; or (b) With respect to a registration filed under NRS 90.470 on the basis of paragraph (e) or (f) of subsection 1.

3. The Administrator may vacate or modify an order entered under this section if the Administrator finds that the conditions which prompted entry have changed or that it is otherwise in the public interest.
Nev. Rev. Stat. § 78.0297 — NV Code / Title 7 / Chapter 78 / Section 78.0297
Corporate records: Manner of storage; conversion of records into clear and legible paper form; admissibility in evidence of records
Status: in_force

1. Except as otherwise required by federal or state law, any records maintained by a corporation in its regular course of business, including, without limitation, its stock ledger, minute books, books of account and financial records, may be kept on, or by means of, any information processing system or other information storage device or medium, including, without limitation, a blockchain, or in the form of an electronic record.

2. A corporation shall convert within a reasonable time any records that are kept in a manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to inspect the records maintained by the corporation pursuant to any provision of this chapter. If a requested record is kept on, or by means of, a blockchain, the corporation is not required to convert the entire blockchain into paper form but shall be deemed to comply with the requirements of this subsection by converting the requested record into paper form.

3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
Nev. Rev. Stat. § 82.081 — NV Code / Title 7 / Chapter 82 / Section 82.081
Filing requirements; prohibition against establishment of nonprofit corporation for certain illegal purposes
Status: in_force

1. One or more natural persons may associate to establish a corporation no part of the income or profit of which is distributable to its members, directors or officers, except as otherwise provided in this chapter, for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by signing and filing in the Office of the Secretary of State articles of incorporation. A person shall not establish a corporation pursuant to this chapter for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

2. The Secretary of State shall require articles of incorporation to be in the form prescribed by NRS 82.086 . If any articles are defective in this respect, the Secretary of State shall return them for correction.
Nev. Rev. Stat. § 78.185 — NV Code / Title 7 / Chapter 78 / Section 78.185
Defaulting corporations: Reinstatement or revival under old or new name; regulations
Status: reserved

1. Except as otherwise provided in subsection 2, if a corporation applies to reinstate or revive its charter 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 corporation shall in its application for reinstatement submit in writing to the Secretary of State some other name under which it desires its corporate existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the corporation under that new name. Upon the issuance of a certificate of reinstatement or revival under that new name, the articles of incorporation of the applying corporation shall be deemed to reflect the new name without the corporation having to comply with the provisions of NRS 78.385 , 78.390 or 78.403 .

2. If the applying corporation 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 corporation or a new name it has submitted, it may be reinstated or revived 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.
Nev. Rev. Stat. § 87A.320 — NV Code / Title 7 / Chapter 87A / Section 87A.320
Becoming limited partner
Status: in_force

A person becomes a limited partner:

1. As provided in the partnership agreement;

2. As the result of a conversion or merger under chapter 92A of NRS; or

3. With the consent of all the partners.
Nev. Rev. Stat. § 86.211 — NV Code / Title 7 / Chapter 86 / Section 86.211
Articles of organization: Notice imparted by filing
Status: in_force

The fact that the articles of organization are on file in the Office of the Secretary of State is notice that the limited-liability company is a limited-liability company and is notice of all other facts set forth therein which are required to be set forth in the articles of organization, unless the existence and facts set forth have been rebutted and made a part of a record of any court of competent jurisdiction.
Nev. Rev. Stat. § 82.525 — NV Code / Title 7 / Chapter 82 / Section 82.525
Form required for filing of records
Status: in_force

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.
Nev. Rev. Stat. § 90.305 — NV Code / Title 7 / Chapter 90 / Section 90.305
“State” defined
Status: in_force

“State” means a state, commonwealth, territory or possession of the United States, the District of Columbia or the commonwealth of Puerto Rico.
Nev. Rev. Stat. § 87.450 — NV Code / Title 7 / Chapter 87 / Section 87.450
Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations
Status: reserved

1. The name proposed for a registered limited-liability partnership must contain the words “Limited-Liability Partnership” or “Registered Limited-Liability Partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of the name and 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 the name of the registered limited-liability partnership on a certificate of registration of limited-liability partnership submitted to the Secretary of State is not distinguishable from a name on file or reserved name, the Secretary of State shall return the certificate to the person who signed it unless the written, acknowledged consent of the holder of the name on file or reserved name to use the name accompanies the certificate.

2. 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 thereof.

3. The Secretary of State shall not accept for filing any certificate of registration or certificate of amendment of a certificate of registration of any registered limited-liability partnership formed or existing pursuant to the laws of this State which provides that the name of the registered limited-liability partnership contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the registered limited-liability partnership: (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 registered limited-liability partnership is not engaged in the practice of accounting and is not offering to practice accounting in this State.

4. The Secretary of State shall not accept for filing any certificate of registration or certificate of amendment of a certificate of registration of any registered limited-liability partnership formed or existing pursuant to the laws of this State which provides that the name of the registered limited-liability partnership contains the word “bank” or “trust” unless: (a) It appears from the certificate of registration or the certificate of amendment that the registered limited-liability partnership 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, savings bank or thrift company; and (b) The certificate of registration or certificate of amendment is first approved by the Commissioner of Financial Institutions.

5. The Secretary of State shall not accept for filing any certificate of registration or certificate of amendment of a certificate of registration of any registered limited-liability partnership formed or existing pursuant to the provisions of this chapter if it appears from the certificate of registration or the certificate of amendment that the business to be carried on by the registered limited-liability partnership is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions, unless the certificate of registration or certificate of amendment is approved by the Commissioner who will supervise the business of the registered limited-liability partnership.

6. Except as otherwise provided in subsection 5, the Secretary of State shall not accept for filing any certificate of registration or certificate of amendment of a certificate of registration of any registered limited-liability partnership formed or existing pursuant to the laws of this State which provides that the name of the registered limited-liability partnership 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 registered limited-liability partnership 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 registered limited-liability partnership is exempt from the prohibitions of NRS 625.520 .

7. Except as otherwise provided in subsection 5, the Secretary of State shall not accept for filing any certificate of registration or certificate of amendment of a certificate of registration of any registered limited-liability partnership formed or existing pursuant to the laws of this State which provides that the name of the registered limited-liability partnership contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless the State Board of Architecture, Interior Design and Residential Design certifies that: (a) The principals of the registered limited-liability partnership are holders of a certificate of registration to practice architecture or residential design or to practice as a registered interior designer, as applicable, pursuant to the laws of this State; or (b) The registered limited-liability partnership is qualified to do business in this State pursuant to NRS 623.349 .

8. The Secretary of State shall not accept for filing any certificate of registration or certificate of amendment of a certificate of registration of any registered limited-liability partnership formed or existing pursuant to the laws of this State which provides that the name of the registered limited-liability partnership contains the words “common-interest community,” “community association,” “master association,” “unit-owners' association” or “homeowners' association” or if it appears in the certificate of registration or certificate of amendment that the purpose of the registered limited-liability partnership is to operate as a unit-owners' association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the registered limited-liability partnership has: (a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625 ; and (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620 .

9. The name of a registered limited-liability partnership whose right to transact business has been forfeited, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

10. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 88A.250 — NV Code / Title 7 / Chapter 88A / Section 88A.250
Certificate of amendment, restatement or cancellation and articles of merger: Filing and effectiveness of certificates and articles
Status: in_force

1. A certificate of amendment or restatement filed with the Secretary of State pursuant to this chapter is effective: (a) At the time of the filing of the certificate or restatement with the Secretary of State; (b) Upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate or restatement is filed with the Secretary of State; or (c) If the certificate or restatement specifies a later effective date but does not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date. At the effective time of the certificate or restatement, the certificate of trust is amended or restated as set forth in the certificate or restatement.

2. A certificate of cancellation or the articles of merger in which the business trust is not a surviving entity are effective: (a) At the time of the filing of the certificate or articles with the Secretary of State; (b) Upon a later date and time as specified in the certificate or articles, which date must not be more than 90 days after the date on which the certificate or articles are filed with the Secretary of State; or (c) If the certificate or articles specify a later effective date but do not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date.

At the effective time of the certificate or articles, the certificate of trust is cancelled.
Nev. Rev. Stat. § 87A.425 — NV Code / Title 7 / Chapter 87A / Section 87A.425
Limitations on distribution
Status: in_force

1. A limited partnership may not make a distribution in violation of the partnership agreement.

2. A limited partnership may not make a distribution if after the distribution: (a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (b) The limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of partners whose preferential rights are superior to those of persons receiving the distribution.

3. A limited partnership may base a determination that a distribution is not prohibited under subsection 2 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

4. Except as otherwise provided in subsection 7, the effect of a distribution under subsection 2 is measured: (a) In the case of distribution by purchase, redemption or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (b) In all other cases, as of the date: (1) The distribution is authorized, if the payment occurs within 120 days after that date; or (2) The payment is made, if payment occurs more than 120 days after the distribution is authorized.

5. A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors.

6. A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection 2 if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.

7. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
Nev. Rev. Stat. § 88A.630 — NV Code / Title 7 / Chapter 88A / Section 88A.630
Defaulting trusts: Identification; penalty
Status: in_force

1. Each business trust required to file the list and pay the fee prescribed in NRS 88A.600 to 88A.665 , inclusive, which refuses or neglects to do so within the time provided shall be deemed in default.

2. For default, there must be added to the amount of the fee a penalty of $75. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 77.460 — NV Code / Title 7 / Chapter 77 / Section 77.460
Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but does not modify, limit or supersede Section 101(c) of that Act, 15 U.S.C. § 7001(c) , or authorize electronic delivery of any of the notices described in Section 103(b) of that Act, 15 U.S.C. § 7003(b) .
Nev. Rev. Stat. § 86.276 — NV Code / Title 7 / Chapter 86 / Section 86.276
Defaulting companies: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 86.246 , the Secretary of State shall reinstate any limited-liability company which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the company its right to carry on business in this State, and to exercise its privileges and immunities, if it: (a) Files with the Secretary of State: (1) The list required by NRS 86.263 ; (2) The statement required by NRS 86.264 , if applicable; (3) The information required pursuant to NRS 77.310 ; and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected manager or managers of the limited-liability company or, if there are no managers, its managing members; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 86.263 and 86.272 for each year or portion thereof during which it failed to file in a timely manner each required annual list; (2) The fee set forth in NRS 86.264 , if applicable; and (3) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the limited-liability company, the Secretary of State shall issue to the company a certificate of reinstatement if the limited-liability company: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to NRS 86.561 .

3. Except as otherwise provided in NRS 231.14057 , the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the charter occurred only by reason of failure to pay the fees and penalties.

4. If a company's charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.

5. Except as otherwise provided in NRS 86.278 , a reinstatement pursuant to this section relates back to the date on which the company forfeited its right to transact business under the provisions of this chapter and reinstates the company's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 89.256 — NV Code / Title 7 / Chapter 89 / Section 89.256
Defaulting associations: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 89.251 , the Secretary of State shall reinstate any professional association which has forfeited its right to transact business under the provisions of this chapter and restore the right to carry on business in this State and exercise its privileges and immunities if it: (a) Files with the Secretary of State: (1) The list and certification required by NRS 89.250 ; (2) The information required pursuant to NRS 77.310 ; and (3) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected chief executive officer of the professional association; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 89.250 and 89.252 for each year or portion thereof during which the articles of association have been revoked; and (2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the professional association, the Secretary of State shall issue to the professional association a certificate of reinstatement if the professional association: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to subsection 7 of NRS 78.785 .

3. Except as otherwise provided in NRS 231.14057 , the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the articles of association occurred only by reason of the failure to pay the fees and penalties.

4. If the articles of association of a professional association have been revoked pursuant to the provisions of this chapter and have remained revoked for 10 consecutive years, the articles must not be reinstated.

5. A reinstatement pursuant to this section relates back to the date on which the professional association forfeited its right to transact business under the provisions of this chapter and reinstates the professional association's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 86.5464 — NV Code / Title 7 / Chapter 86 / Section 86.5464
Addresses of managers or managing members required; failure to file
Status: in_force

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.
Nev. Rev. Stat. § 86.5426 — NV Code / Title 7 / Chapter 86 / Section 86.5426
Distribution of money to creditors and members
Status: in_force

After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the limited-liability company to the extent of their lawful priority, the creditors shall be paid proportionately to the amount of their respective debts, excepting mortgage and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors. The creditors shall be entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the same. Unless otherwise provided in the articles of organization or operating agreement, the surplus funds, if any, after payment of the creditors and the costs, expenses and allowances, shall be distributed among the members or their legal representatives in respect of their contributions to capital.
Nev. Rev. Stat. § 78.085 — NV Code / Title 7 / Chapter 78 / Section 78.085
Railroad companies: Filing and recording of certified maps and profiles
Status: in_force

1. Every railroad company in this State shall, within 90 days after its road is finally located: (a) Cause to be made a map and profile thereof, and of the land taken and obtained for the use thereof, and the boundaries of the several counties through which the road may run; (b) File the map and profile thereof in the Office of the Secretary of State and a duplicate thereof with the Public Utilities Commission of Nevada; and (c) Cause to be made like maps of the parts thereof located in different counties, and record such maps in the office of the recorder of the county in which those parts of the road are located.

2. The maps and profiles must be certified by the chief engineer, the acting president and secretary of the company, and copies of the maps and profiles so certified and recorded as required by subsection 1 must be kept in the office of the company, subject to examination by all interested persons.
Nev. Rev. Stat. § 78A.013 — NV Code / Title 7 / Chapter 78A / Section 78A.013
Form required for filing of records
Status: in_force

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 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.
Nev. Rev. Stat. § 78.211 — NV Code / Title 7 / Chapter 78 / Section 78.211
Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future
Status: in_force

1. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including, but not limited to, cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. The nature and amount of such consideration may be made dependent upon a formula approved by the board of directors or upon any fact or event which may be ascertained outside the articles of incorporation or the resolution providing for the issuance of the shares adopted by the board of directors if the manner in which a fact or event may operate upon the nature and amount of the consideration is stated in the articles of incorporation or the resolution. The judgment of the board of directors as to the consideration received for the shares issued is conclusive in the absence of actual fraud in the transaction.

2. When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid. Shares that are issued are outstanding shares unless such shares are treasury shares.

3. The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make any other arrangements to restrict the transfer of the shares. The corporation may credit distributions made for the shares against their purchase price, until the services are performed, the benefits are received or the promissory note is paid. If the services are not performed, the benefits are not received or the promissory note is not paid, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.

4. For the purposes of this section, “ benefit to the corporation ” includes, without limitation, the authorization of the issuance of shares to up to 100 persons without consideration for the sole purpose of qualifying the corporation as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto.
Nev. Rev. Stat. § 76.100 — NV Code / Title 7 / Chapter 76 / Section 76.100
State business license required; application and fee for license; activities constituting conduct of business
Status: in_force

1. A person shall not conduct a business in this State unless and until the person obtains a state business license issued by the Secretary of State. If the person is: (a) An entity required to file an initial or annual list with the Secretary of State pursuant to this title, the person must obtain the state business license at the time of filing the initial or annual list. (b) Not an entity required to file an initial or annual list with the Secretary of State pursuant to this title, the person must obtain the state business license before conducting a business in this State.

2. An application for a state business license must: (a) Be made upon a form prescribed by the Secretary of State; (b) Set forth the name under which the applicant transacts or intends to transact business, or if the applicant is an entity organized pursuant to this title and on file with the Secretary of State, the exact name on file with the Secretary of State, the business identification number as assigned by the Secretary of State pursuant to NRS 225.082 , and the location in this State of the place or places of business; (c) Be accompanied by a fee in the amount of $200, except that if the applicant is a corporation organized pursuant to chapter 78, 78A or 78B of NRS, or a foreign corporation required to file an initial or annual list with the Secretary of State pursuant to chapter 80 of NRS, the application must be accompanied by a fee of $500; and (d) Include any other information that the Secretary of State deems necessary. If the applicant is an entity organized pursuant to this title and on file with the Secretary of State and the applicant has no location in this State of its place of business, the address of its registered agent shall be deemed to be the location in this State of its place of business.

3. The application must be signed pursuant to NRS 239.330 by: (a) The owner of a business that is owned by a natural person. (b) A member or partner of an association or partnership. (c) A general partner of a limited partnership. (d) A managing partner of a limited-liability partnership. (e) A manager or managing member of a limited-liability company. (f) An officer of a corporation or some other person specifically authorized by the corporation to sign the application.

4. If the application for a state business license is defective in any respect or the fee required by this section is not paid, the Secretary of State may return the application for correction or payment.

5. A state business license issued pursuant to this section must contain the business identification number assigned by the Secretary of State pursuant to NRS 225.082 .

6. The state business license required to be obtained pursuant to this section is in addition to any license to conduct business that must be obtained from the local jurisdiction in which the business is being conducted.

7. For the purposes of this chapter, a person: (a) Shall be deemed to conduct a business in this State if a business for which the person is responsible: (1) Is organized pursuant to this title, other than a business organized pursuant to: (I) Chapter 82 or 84 of NRS; or (II) Chapter 81 of NRS if the business is a nonprofit unit-owners' association or a nonprofit religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. § 501(c) ; (2) Has an office or other base of operations in this State; (3) Except as otherwise provided in NRS 76.103 , has a registered agent in this State; or (4) Pays wages or other remuneration to a natural person who performs in this State any of the duties for which he or she is paid. (b) Shall be deemed not to conduct a business in this State if: (1) The business for which the person is responsible: (I) Is not organized pursuant to this title; (II) Does not have an office or base of operations in this State; (III) Does not have a registered agent in this State; and (IV) Does not pay wages or other remuneration to a natural person who performs in this State any of the duties for which he or she is paid, other than wages or other remuneration paid to a natural person for performing duties in connection with an activity described in subparagraph (2); (2) The business for which the person is responsible is conducting activity in this State solely to provide vehicles or equipment on a short-term basis in response to a wildland fire, a flood, an earthquake or another emergency; or (3) The Secretary of State determines that the person is not conducting a business in this State.

8. As used in this section, “registered agent” has the meaning ascribed to it in NRS 77.230 .
Nev. Rev. Stat. § 87.270 — NV Code / Title 7 / Chapter 87 / Section 87.270
Assignment of partner's interest
Status: in_force

1. A conveyance by a partner of his or her interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with the contract the profits to which the assigning partner would otherwise be entitled.

2. In case of a dissolution of the partnership, the assignee is entitled to receive the assignor's interest and may require an account from the date only of the last account agreed to by all the partners.
Nev. Rev. Stat. § 82.506 — NV Code / Title 7 / Chapter 82 / Section 82.506
Presentation of creditors' claims; examination of creditors and witnesses
Status: in_force

Every claim against a corporation for which a receiver has been appointed must be presented to the receiver in writing and upon oath. The claimant, if required, must submit to such examination in relation to the claim as the court directs, and must produce such books and papers relating to the claim as the court requires. The court may authorize the receiver to examine, under oath or affirmation, all witnesses produced before the receiver touching the claim or any part thereof.
Nev. Rev. Stat. § 87.4306 — NV Code / Title 7 / Chapter 87 / Section 87.4306
“Partnership agreement” defined
Status: in_force

“ Partnership agreement ” means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
Nev. Rev. Stat. § 81.0027 — NV Code / Title 7 / Chapter 81 / Section 81.0027
Form required for filing of records
Status: in_force

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.
Nev. Rev. Stat. § 89.200 — NV Code / Title 7 / Chapter 89 / Section 89.200
Inapplicability of chapter 87 of NRS
Status: in_force

The provisions of chapter 87 of NRS do not apply to professional associations.
Nev. Rev. Stat. § 81.205 — NV Code / Title 7 / Chapter 81 / Section 81.205
Articles of association: Prohibited names and businesses; certification required before filing of certain articles or amendments; defaulting associations
Status: in_force

1. The Secretary of State shall not accept for filing any articles of association or any certificate of amendment of articles of association of any association formed under the provisions of NRS 81.170 to 81.270 , inclusive, which provides that the name of the association contains the words “common-interest community,” “community association,” “master association,” “unit-owners' association” or “homeowners' association” or if it appears in the articles of association or certificate of amendment of articles of association that the purpose of the association is to operate as a unit-owners' association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the association has: (a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625 ; and (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620 .

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that an association which is a unit-owners' association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall deem the association to be in default. If, after the association is deemed to be in default, the Administrator notifies the Secretary of State that the association has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall reinstate the association if the association complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185 and pays the fees required pursuant to NRS 82.193 .
Nev. Rev. Stat. § 86.311 — NV Code / Title 7 / Chapter 86 / Section 86.311
Acquisition, ownership and disposition of property by company and series
Status: in_force

1. Except as otherwise provided in subsection 2, 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: (a) One or more managers of a company which is managed by a manager or managers; (b) Any member of a company which is managed by its members; (c) 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 (d) 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.

2. Real and personal property may be purchased, owned and conveyed by a series separately in the name of the series, as the asset of the series only. Except as otherwise provided in the articles of organization or operating agreement of the series, instruments and records providing for the acquisition, mortgage or disposition of property by a series are valid and binding upon the series if signed by: (a) One or more managers of the series, if the series is managed by a manager or managers; (b) Any member associated with the series, if the series is managed by the members associated with the series; (c) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a manager or managers of the series, if the series is managed by a manager or managers; or (d) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a member associated with the series, if the series is managed by its members.
Nev. Rev. Stat. § 86.461 — NV Code / Title 7 / Chapter 86 / Section 86.461
Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent
Status: in_force

1. A limited-liability company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a member, manager, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another corporation, limited-liability company, partnership, joint venture, trust or other enterprise for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a manager, member, employee or agent, or arising out of his or her status as such, whether or not the company has the authority to indemnify such a person against such liability and expenses.

2. The other financial arrangements made by the company pursuant to subsection 1 may include: (a) The creation of a trust fund. (b) The establishment of a program of self-insurance. (c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the company. (d) The establishment of a letter of credit, guaranty or surety. 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.
Nev. Rev. Stat. § 92A.100 — NV Code / Title 7 / Chapter 92A / Section 92A.100
Authority for merger; approval, contents and form of plan of merger
Status: in_force

1. Except as limited by NRS 78.411 to 78.444 , inclusive, one or more domestic entities may merge into another entity if the plan of merger is approved pursuant to the provisions of this chapter.

2. Except as otherwise provided in NRS 92A.180 , the plan of merger must set forth: (a) The name and jurisdiction of organization of each constituent entity; (b) The name, jurisdiction of organization and kind of entity or entities that will survive the merger; (c) The terms and conditions of the merger; and (d) The manner and basis, if any, of converting the owner's interests of each constituent entity into owner's interests, rights to purchase owner's interests, or other securities of the surviving or other entity or into cash or other property in whole or in part or cancelling such owner's interests in whole or in part.

3. The plan of merger may set forth: (a) Amendments to the constituent documents of the surviving entity; and (b) Other provisions relating to the merger.

4. The plan of merger must be in writing.
Nev. Rev. Stat. § 86.291 — NV Code / Title 7 / Chapter 86 / Section 86.291
Management
Status: in_force

1. Except as otherwise provided in this section or in the articles of organization or operating agreement, management of a limited-liability company is vested in its members proportionally in interest thereof.

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 proportionally in interest thereof.

3. If provision is made in the articles of organization, management of the company may be vested in a manager or managers, who may but need not be members. The manager or managers shall hold the offices, have the responsibilities and otherwise manage the company as set forth in the operating agreement of the company or, if the company has not adopted an operating agreement, then as prescribed by the members.
Nev. Rev. Stat. § 86.5483 — NV Code / Title 7 / Chapter 86 / Section 86.5483
Activities not constituting transaction of business
Status: in_force

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 chapters 657 to 671, inclusive, 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 of NRS or chapter 645A or 645B of NRS unless the person: (a) Maintains an office in this State for the transaction of business; (b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS ; (c) Solicits business for the activities of a mortgage company as defined in NRS 645B.0127 ; or (d) Arranges a mortgage loan secured by real property that is not commercial property as defined in NRS 645B.01047 .

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 .
Nev. Rev. Stat. § 92A.420 — NV Code / Title 7 / Chapter 92A / Section 92A.420
Prerequisites to demand for payment for shares
Status: in_force

1. If a proposed corporate action creating dissenter's rights is submitted to a vote at a stockholders' meeting, a stockholder who wishes to assert dissenter's rights with respect to any class or series of shares: (a) Must deliver to the subject corporation, before the vote is taken, a statement of intent with respect to the proposed corporate action; and (b) Must not vote, or cause or permit to be voted, any of the stockholder's shares of such class or series in favor of the proposed corporate action.

2. If a proposed corporate action creating dissenter's rights is taken without a vote of the stockholders or submitted for approval pursuant to a written consent of the stockholders, a stockholder who wishes to assert dissenter's rights with respect to any class or series of shares: (a) If an advance notice statement is sent by the subject corporation pursuant to NRS 92A.410 , must deliver a statement of intent with respect to any class or series of shares to the subject corporation by the date specified in the advance notice statement; and (b) Must not consent to or approve the proposed corporate action with respect to such class or series.

3. A stockholder who does not satisfy the requirements of subsection 1 or 2 and NRS 92A.400 is not entitled to payment for his or her shares under this chapter.
Nev. Rev. Stat. § 87.540 — NV Code / Title 7 / Chapter 87 / Section 87.540
Status of partnership and liability of partners not affected by errors in certain filed information
Status: in_force

The status of a partnership as a registered limited-liability partnership, and the liability of its partners, are not affected by errors in the information contained in a certificate of registration or an annual list required to be filed with the Secretary of State, or by changes after the filing of such a certificate or list in the information contained in the certificate or list.
Nev. Rev. Stat. § 88.545 — NV Code / Title 7 / Chapter 88 / Section 88.545
Rights of estate of deceased or incapacitated partner
Status: in_force

If a partner who is a natural person dies or a court of competent jurisdiction adjudges such a partner to be incapacitated, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling the partner’s estate or administering the partner’s property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
Nev. Rev. Stat. § 92A.110 — NV Code / Title 7 / Chapter 92A / Section 92A.110
Authority for exchange; approval, contents and form of plan of exchange
Status: in_force

1. Except as a corporation is limited by NRS 78.411 to 78.444 , inclusive, one or more domestic entities may acquire all of the outstanding owner's interests of one or more classes or series of another entity not already owned by the acquiring entity or an affiliate thereof if the plan of exchange is approved pursuant to the provisions of this chapter.

2. The plan of exchange must set forth: (a) The name and jurisdiction of organization of each constituent entity; (b) The name, jurisdiction of organization and kind of each entity whose owner's interests will be acquired by one or more other entities; (c) The terms and conditions of the exchange; and (d) The manner and basis, if any, of exchanging the owner's interests to be acquired for owner's interests, rights to purchase owner's interests, or other securities of the acquiring or any other entity or for cash or other property in whole or in part or cancelling such owner's interests in whole or in part.

3. The plan of exchange may set forth other provisions relating to the exchange.

4. This section does not limit the power of a domestic entity to acquire all or part of the owner's interests or one or more class or series of owner's interests of another person through a voluntary exchange or otherwise.

5. The plan of exchange must be in writing.
Nev. Rev. Stat. § 90.845 — NV Code / Title 7 / Chapter 90 / Section 90.845
Payment of fees by electronic transfer
Status: in_force

Any fee authorized or required to be collected by the provisions of this chapter may be paid using a system for the electronic transfer of payment that has been approved by the Administrator by regulation or order.
Nev. Rev. Stat. § 90.710 — NV Code / Title 7 / Chapter 90 / Section 90.710
Administration of chapter
Status: in_force

1. This chapter must be administered by the Secretary of State and the Administrator. The Secretary of State may employ personnel necessary to administer the provisions of this chapter.

2. All money received by the Division or the Administrator pursuant to this chapter must be deposited with the state Treasurer for credit to the State General Fund.
Nev. Rev. Stat. § 80.170 — NV Code / Title 7 / Chapter 80 / Section 80.170
Defaulting corporations: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 or NRS 80.113 , the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the corporation its right to transact business in this State, and to exercise its corporate privileges and immunities, if it: (a) Files with the Secretary of State: (1) The list as provided in NRS 80.110 and 80.140 ; (2) The statement required by NRS 80.115 , if applicable; (3) The information required pursuant to NRS 77.310 ; and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the foreign corporation or, if the foreign corporation does not have a board of directors, the equivalent of such a board; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 80.110 and 80.150 for each year or portion thereof that its right to transact business was forfeited; (2) The fee set forth in NRS 80.115 , if applicable; and (3) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the corporation, the Secretary of State shall issue to the corporation a certificate of reinstatement if the corporation: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to subsection 7 of NRS 78.785 .

3. Except as otherwise provided in NRS 231.14057 , 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 corporation 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 is not subject to reinstatement.

5. Except as otherwise provided in NRS 80.175 , a reinstatement pursuant to this section relates back to the date on which the corporation forfeited its right to transact business under the provisions of this chapter and reinstates the corporation's right to transact business as if such right had at all times remained in full force and effect.