Nev. Rev. Stat. § 87A.005 — NV Code / Title 7 / Chapter 87A / Section 87A.005
Short title
Status: in_force

This chapter may be cited as the Uniform Limited Partnership Act (2001).
Nev. Rev. Stat. § 89.260 — NV Code / Title 7 / Chapter 89 / Section 89.260
Authority of regulating boards not affected
Status: in_force

The provisions of this chapter relating to professional associations do not bar the regulating board of any profession from taking any action otherwise within its power, nor do they affect the rules of ethics or practice of any profession.
Nev. Rev. Stat. § 81.949 — NV Code / Title 7 / Chapter 81 / Section 81.949
Electronic notice of meeting not authorized in certain circumstances
Status: in_force

Notice of a meeting may not be given by electronic transmission pursuant to NRS 81.945 if:

1. A worker cooperative is unable to deliver two consecutive notices to the member by electronic transmission; or

2. A secretary, assistant secretary, transfer agent or any other person knows that the notice is unable to be delivered by electronic transmission.
Nev. Rev. Stat. § 90.575 — NV Code / Title 7 / Chapter 90 / Section 90.575
Fiduciary duty of broker-dealers, sales representatives, investment advisers and representatives of investment advisers; regulations
Status: in_force

1. A broker-dealer, sales representative, investment adviser or representative of an investment adviser shall not violate the fiduciary duty toward a client imposed by NRS 628A.020 .

2. The Administrator may by regulation: (a) Define or exclude an act, practice or course of business of a broker-dealer, sales representative, investment adviser or representative of an investment adviser as a violation of the fiduciary duty toward a client imposed by NRS 628A.020 ; and (b) Prescribe means reasonably designed to prevent broker-dealers, sales representatives, investment advisers and representatives of investment advisers from engaging in acts, practices and courses of business defined as a violation of such fiduciary duty.
Nev. Rev. Stat. § 82.186 — NV Code / Title 7 / Chapter 82 / Section 82.186
Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages
Status: in_force

1. Any director or person authorized in writing by at least 15 percent of the members of the corporation upon at least 5 days' written demand is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation and to make extracts therefrom. The right of members and directors to inspect the corporate records may not be limited in the articles or bylaws of any corporation.

2. All costs for making extracts of records must be borne by the person exercising rights under subsection 1.

3. The rights authorized by subsection 1 may be denied to a director or member upon the refusal of the director or member to furnish the corporation an affidavit that such inspection, extracts or audit is not desired for any purpose not related to his or her interest in the corporation as a director or member. Any director or member or other person, exercising rights under subsection 1, who uses or attempts to use information, records or other data obtained from the corporation, for any purpose not related to his or her interest in the corporation as a director or member, is guilty of a gross misdemeanor.

4. A director or member who brings an action or proceeding to enforce any right under this section or to recover damages resulting from its denial: (a) Is entitled to costs and reasonable attorney's fees, if he or she prevails; or (b) Is liable for such costs and fees, if he or she does not prevail, in the action or proceeding.

5. It is a defense to any action to enforce the provisions of this section or for damages or penalties under this section that the person seeking an inspection of the books of account and financial records, or extracts thereof, has used or intends to use any such accounts and records for any of the following reasons: (a) For any commercial purpose or purpose in competition with the corporation; (b) To sell to any person; or (c) For any other purpose not related to his or her interest as a member or director.

6. The rights and remedies of this section are not available to members of any corporation that makes available at no cost to its members a detailed annual financial statement.
Nev. Rev. Stat. § 88A.020 — NV Code / Title 7 / Chapter 88A / Section 88A.020
“Beneficial owner” defined
Status: in_force

“Beneficial owner” means the owner of a beneficial interest in a business trust.
Nev. Rev. Stat. § 88.400 — NV Code / Title 7 / Chapter 88 / Section 88.400
Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners' association; forfeiture and penalty
Status: in_force

1. If a limited partnership has filed the list in compliance with NRS 88.395 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the limited partnership constitutes a certificate authorizing it to transact its business within this State until the anniversary date of the filing of its certificate of limited partnership in the next succeeding calendar year.

2. Each limited partnership which is required to make a filing and pay the fee prescribed in NRS 88.395 and 88.397 and which refuses or neglects to do so within the time provided is in default.

3. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited partnership which is a unit-owners' association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall deem the limited partnership to be in default. If, after the limited partnership is deemed to be in default, the Administrator notifies the Secretary of State that the limited partnership has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall reinstate the limited partnership if the limited partnership complies with the requirements for reinstatement as provided in this section and NRS 88.410 .

4. For default there must be added to the amount of the fee a penalty of $75, and unless the filings are made and the fee and penalty are paid on or before the first day of the first anniversary of the month following the month in which filing was required, the defaulting limited partnership, by reason of its default, forfeits its right to transact any business within this State.
Nev. Rev. Stat. § 87A.215 — NV Code / Title 7 / Chapter 87A / Section 87A.215
Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address
Status: in_force

1. Each limited partnership shall designate and continuously maintain: (a) A principal office in this State, which may but need not be a place of its business in this State, or a custodian of records, at which must be kept the records required by NRS 87A.195 to be maintained; and (b) A registered agent.

2. Within 30 days after changing the location of the office which contains records for a limited partnership, a general partner of the limited partnership shall file a certificate of a change in address with the Secretary of State which sets forth the name of the limited partnership, the previous address of the office which contains records and the new address of the office which contains records.
Nev. Rev. Stat. § 82A.310 — NV Code / Title 7 / Chapter 82A / Section 82A.310
Notice of alleged violation; referral of alleged violation to Attorney General; proceedings instituted by Attorney General
Status: in_force

1. If the Secretary of State believes that a person has violated any provision of this chapter, NRS 598.1305 or any other provision of the laws of this State governing the solicitation of contributions, the Secretary of State shall notify the person in writing of the alleged violation.

2. The Secretary of State may refer an alleged violation of any provision of this chapter, NRS 598.1305 or any other provision of the laws of this State governing the solicitation of contributions to the Attorney General for a determination of whether to institute proceedings in a court of competent jurisdiction to enforce the provisions of this chapter, NRS 598.1305 or any other provision of the laws of this State governing the solicitation of contributions. The Attorney General may institute and prosecute the appropriate proceedings to enforce the provisions of this chapter, NRS 598.1305 or any other provision of the laws of this State governing the solicitation of contributions.

3. In addition to any other penalty imposed by law, in a proceeding instituted by the Attorney General pursuant to subsection 2, the Attorney General may seek an injunction or other equitable relief and may recover a civil penalty of not more than $1,000 for each violation. If the Attorney General prevails in such a proceeding, the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney's fees.
Nev. Rev. Stat. § 87A.390 — NV Code / Title 7 / Chapter 87A / Section 87A.390
Form of contribution
Status: in_force

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
Nev. Rev. Stat. § 82.211 — NV Code / Title 7 / Chapter 82 / Section 82.211
Officers of corporation: Selection; terms; duties
Status: in_force

1. Every corporation must have a president or a chair of the board, a secretary and a treasurer.

2. Every corporation may also have one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents as may be deemed necessary.

3. All officers must be natural persons and must be chosen in such manner, hold their offices for such terms and have such powers and duties as may be prescribed by the bylaws or determined by the board of directors.

4. An officer holds office after the expiration of his or her term until a successor is chosen or until the officer’s resignation or removal before the expiration of his or her term. A failure to elect officers does not require the corporation to be dissolved. Any vacancy occurring in an office of the corporation by death, resignation, removal or otherwise, must be filled as the bylaws provide, or in the absence of such a provision, by the board of directors.

5. Any natural person may hold two or more offices.
Nev. Rev. Stat. § 78.426 — NV Code / Title 7 / Chapter 78 / Section 78.426
“Preferred shares” defined
Status: in_force

“ Preferred shares ” means any class or series of shares of a resident domestic corporation that under the articles of incorporation of the resident domestic corporation:

1. Is entitled to receive payment of dividends before any payment of dividends on some other class or series of shares; or

2. Is entitled in the event of any voluntary liquidation, dissolution or winding up of the corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares.
Nev. Rev. Stat. § 78A.170 — NV Code / Title 7 / Chapter 78A / Section 78A.170
Time of termination of status
Status: in_force

A close corporation is subject to the provisions of this chapter until:

1. The corporation files with the Secretary of State a certificate of amendment deleting from the articles of incorporation the provisions required or permitted by NRS 78A.020 , to be stated in the articles of incorporation; or

2. A provision or condition required or permitted by NRS 78A.020 to be stated in the articles of incorporation has been breached and the corporation or any stockholder has not acted pursuant to NRS 78A.190 to prevent the loss of status or remedy the breach.
Nev. Rev. Stat. § 87A.675 — NV Code / Title 7 / Chapter 87A / Section 87A.675
Pleading
Status: in_force

In a derivative action, the complaint must state with particularity:

1. The date and content of plaintiff's demand and the general partners' response to the demand; or

2. Why demand should be excused as futile.
Nev. Rev. Stat. § 86.54615 — NV Code / Title 7 / Chapter 86 / Section 86.54615
List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. A foreign limited-liability company shall maintain at its principal office in this State or with its custodian of records whose name and street address are available at the company's registered office a current list of each member and manager.

2. Upon the request of the Secretary of State, the foreign limited-liability company shall: (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State. (b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a foreign limited-liability company to: (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

4. If a foreign limited-liability company fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the registration of the foreign limited-liability company.

5. The Secretary of State shall not reinstate or revive a registration that was revoked or suspended pursuant to subsection 4 unless: (a) The foreign limited-liability company complies with the requirements of subsection 3; or (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the registration.

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78.751 — NV Code / Title 7 / Chapter 78 / Section 78.751
Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses
Status: in_force

1. A corporation shall indemnify any person who is a director, officer, employee or agent to the extent that the person is successful on the merits or otherwise in defense of: (a) Any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (b) Any claim, issue or matter therein, against expenses actually and reasonably incurred by the person in connection with defending the action, including, without limitation, attorney's fees.

2. Unless otherwise restricted by the articles of incorporation, the bylaws or an agreement made by the corporation, the corporation may pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The articles of incorporation, the bylaws or an agreement made by the corporation may require the corporation to pay such expenses upon receipt of such an undertaking. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

3. The indemnification pursuant to this section and NRS 78.7502 and the advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person's official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

4. Unless the articles of incorporation, the bylaws or an agreement made by a corporation provide otherwise, if a person is entitled to indemnification or the advancement of expenses from the corporation and any other person, the corporation is the primary obligor with respect to such indemnification or advancement.

5. A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.
Nev. Rev. Stat. § 78B.100 — NV Code / Title 7 / Chapter 78B / Section 78B.100
Filing requirements; required provisions of articles of incorporation
Status: in_force

A benefit corporation must be formed in accordance with NRS 78.030 to 78.055 , inclusive, except that the articles of incorporation must:

1. State that the corporation is a benefit corporation; and

2. Identify any specific public benefit adopted by the corporation pursuant to NRS 78B.140 .
Nev. Rev. Stat. § 82.181 — NV Code / Title 7 / Chapter 82 / Section 82.181
Maintenance of records at principal office or with custodian of records; inspection and copying of records; penalties; denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records
Status: in_force

1. A corporation shall keep a copy of the following records at its principal office or with its custodian of records whose name and street address are available at the corporation's registered office: (a) A copy, certified by the Secretary of State, of its articles and all amendments thereto; (b) A copy, certified by an officer of the corporation, of its bylaws and all amendments thereto; and (c) If the corporation has members, a members' ledger or a duplicate members' ledger, revised annually, containing only the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence, if known, and the class of membership held by each.

2. A corporation must maintain the records required by subsection 1 in written form or in another form capable of conversion into written form within a reasonable time.

3. A director or any person who has been a member of record of a corporation for at least 6 months, or at least 5 percent of the members of the corporation, upon at least 5 days' written demand, is entitled to inspect in person or by agent or attorney, during usual business hours, the members' ledger or duplicate ledger and to make copies therefrom. Every corporation that neglects or refuses to keep the members' ledger or duplicate copy thereof open for inspection, as required by this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

4. If the records required by subsection 1 are not made available for inspection at a location within this State pursuant to a proper demand pursuant to subsection 3, the director or other person demanding the inspection may serve a demand upon the corporation's registered agent that the records to be inspected be sent to the demanding director or other person or the agent or attorney thereof. Upon such a demand, the corporation shall send copies of the requested records required by subsection 1, either in paper or electronic form, to the director, other person, agent or attorney entitled to inspect the requested records within 10 business days after service of the demand upon the registered agent.

5. An inspection authorized by subsection 3 or 4 may be denied to a member or other person upon the refusal of the member or other person to furnish to the corporation an affidavit that the inspection is not desired for any purpose not relating to his or her interest as a member, including, but not limited to, those purposes set forth in subsection 6.

6. It is a defense to any action to enforce the provisions of this section or for charges, penalties or damages under this section that the person suing has used or intends to use the list for any of the following purposes: (a) To solicit money or property from the members unless the money or property will be used solely to solicit the votes of members; (b) For any commercial purpose or purpose in competition with the corporation; (c) To sell to any person; or (d) For any other purpose not related to his or her interest as a member.

7. This section does not impair the power or jurisdiction of any court to compel the production for examination of the books of a corporation in any proper case.

8. In every instance where an attorney or other agent of the director or member seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the director or member authorizing the attorney or other agent to inspect on behalf of the director or member.

9. The right to copy records under subsection 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.

10. The corporation may impose a reasonable charge, covering costs of labor, materials and copies of any records provided to the member or director.
Nev. Rev. Stat. § 78.585 — NV Code / Title 7 / Chapter 78 / Section 78.585
Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation
Status: in_force

1. The dissolution of a corporation does not impair any remedy or cause of action available to or against it or its directors, officers or stockholders commenced within 2 years after the date of the dissolution with respect to any remedy or cause of action in which the plaintiff learns, or in the exercise of reasonable diligence should have learned of, the underlying facts on or before the date of dissolution, or within 3 years after the date of dissolution with respect to any other remedy or cause of action. Any such remedy or cause of action not commenced within the applicable period is barred. The corporation continues as a body corporate for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or character by or against it and of enabling it gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which it was established.

2. Nothing in this section shall be so construed as to lengthen any shorter statute of limitations otherwise applicable provided that no provision of this chapter or other specific statute has the effect of applying any statute of limitations that is longer than provided for in this section with respect to any such remedy or cause of action. Nothing in this section shall be construed to create any remedy or cause of action available to or against the corporation or its directors, officers or stockholders.
Nev. Rev. Stat. § 91.340 — NV Code / Title 7 / Chapter 91 / Section 91.340
Criminal penalties
Status: in_force

1. Except as otherwise provided in subsection 2, a person who willfully violates: (a) Any provision of this chapter; or (b) Any regulation or order of the Administrator under this chapter, is guilty of a category C felony and shall be punished as provided in NRS 193.130 , or by a fine of not more than $20,000, or by both fine and the punishment provided in NRS 193.130 , for each violation. In addition to any other penalty, the court shall order the person to pay restitution.

2. A person convicted of violating a regulation or order under this chapter may be fined, but must not be imprisoned, if the person proves the person had no knowledge of the regulation or order.

3. The Administrator may refer such evidence as is available concerning violations of this chapter or any regulation or order of the Administrator to the Attorney General or the proper district attorney, who may, with or without such a reference from the Administrator, institute the appropriate criminal proceeding under this chapter.
Nev. Rev. Stat. § 81.805 — NV Code / Title 7 / Chapter 81 / Section 81.805
Certain actions require approval by members
Status: in_force

1. Except as otherwise provided in the governing principles, an unincorporated nonprofit association must have the approval of its members to: (a) Admit, suspend, dismiss or expel a member; (b) Select or dismiss a manager; (c) Adopt, amend or repeal the governing principles; (d) Sell, lease, exchange or otherwise dispose of all or substantially all of the association's property, with or without the association's goodwill, outside the ordinary course of its activities; (e) Dissolve under paragraph (b) of subsection 1 of NRS 81.865 or merge under NRS 81.875 ; (f) Undertake any other act outside the ordinary course of the association's activities; or (g) Determine the policy and purposes of the association.

2. An unincorporated nonprofit association must have the approval of the members to do any other act or exercise a right that the governing principles require to be approved by members.
Nev. Rev. Stat. § 82.534 — NV Code / Title 7 / Chapter 82 / Section 82.534
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

1. A corporation may correct a record filed in the Office of the Secretary of State with respect to the corporation if the record contains an inaccurate description of a corporate action or if the record was defectively signed, attested, sealed, verified or acknowledged, including, without limitation, if the record was filed erroneously.

2. To correct a record, the corporation must: (a) Prepare a certificate of correction which: (1) States the name of the corporation; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record; (4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and (5) Is signed by an officer of the corporation or, if the certificate is filed before the first meeting of the board of directors, by an incorporator or director, or by some other person specifically authorized by the corporation to sign the certificate. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $25 to the Secretary of State.

3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.

4. If a corporation has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the corporation may cancel the filing by: (a) Filing a statement of cancellation with the Secretary of State; and (b) Paying a fee of $50.
Nev. Rev. Stat. § 88A.950 — NV Code / Title 7 / Chapter 88A / Section 88A.950
Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of trust
Status: in_force

1. Except as otherwise provided in NRS 88A.345 , a business trust which did exist or is existing under this chapter may, upon complying with the provisions of NRS 88A.650 , procure a renewal or revival of its certificate of trust 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 trust and amendments thereto, or existing certificate of trust, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the business trust, which must be the name of the business trust at the time of the renewal or revival, or its name at the time its original certificate of trust expired. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the certificate of trust 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 business trust desiring to renew or revive its certificate of trust is, or has been, organized and carrying on the business authorized by its existing or original certificate of trust 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 trustees, 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 trustees of the business trust.

2. A business trust whose certificate of trust has not expired and is being renewed shall cause the certificate to be signed by a trustee of the business trust. The certificate of renewal must be approved by a majority of the trustees.

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

5. Except as otherwise provided in NRS 88A.660 , a renewal or revival pursuant to this section relates back to the date on which the business trust's certificate of trust expired or was revoked and renews or revives the business trust's certificate of trust and right to transact business as if such right had at all times remained in full force.

6. A business trust that has revived or renewed its certificate of trust pursuant to the provisions of this section: (a) Is a business trust and continues to be a business trust for the time stated in the certificate of revival or renewal; (b) Possesses the rights, privileges and immunities conferred by the original certificate of trust and by this chapter; and (c) Is subject to the restrictions and liabilities set forth in this chapter.
Nev. Rev. Stat. § 89.055 — NV Code / Title 7 / Chapter 89 / Section 89.055
Prohibited acts by owner of entity organized to render certain medical and psychological services; prohibited acts by licensee who renders service through entity organized to render certain medical and psychological services
Status: in_force

1. An owner of a professional entity organized pursuant to paragraph (b) of subsection 2 of NRS 89.050 shall not: (a) Create a policy or contract, written or otherwise, to restrict or prohibit the good faith communication between a patient and a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS , concerning the patient's medical records, health care, risks or benefits of such health care or treatment options. (b) Influence or interfere with the professional judgment of a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS , including, without limitation, the professional judgment of such a person concerning: (1) The care of a patient; (2) The custodian of the medical records of a patient; (3) Employment decisions, including hiring or terminating an employee; or (4) Coding or billing procedures. (c) Terminate a contract or refuse to renew a contract with a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS because the person: (1) Advocates on behalf of a patient in private or public; (2) Assists a patient in seeking reconsideration of a denial of coverage of health care services; or (3) Reports a violation of law to an appropriate authority. (d) Require a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS to: (1) Provide professional services to a specified number of patients within a particular amount of time; or (2) Work a certain number of hours in a specified period of time. (e) Require a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS to obtain the approval or review of a contract by a third party, including, without limitation, a provider of insurance.

2. A person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS who renders a professional service through a professional entity organized pursuant to paragraph (b) of subsection 2 of NRS 89.050 shall not: (a) Render such a professional service if the service exceeds the scope of his or her licensed authority pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS ; and (b) Through the use of an agreement, directive, financial incentive or any other arrangement, influence or interfere with the professional judgment of another person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS who renders a professional service through the same professional entity.
Nev. Rev. Stat. § 91.170 — NV Code / Title 7 / Chapter 91 / Section 91.170
Cooperation with other agencies
Status: in_force

1. To encourage uniform application and interpretation of this chapter and regulation and enforcement of securities laws in general, the Administrator and the employees of the Administrator may cooperate, including bearing the expense of the cooperation, with the securities agency or administrator of another jurisdiction, Canadian province or territory, the Commodity Futures Trading Commission, the Securities and Exchange Commission, any self-regulatory organization established under the Commodity Exchange Act or the Securities Exchange Act of 1934, 1 any national or international organization of officers or agencies which regulate commodities or securities, and any governmental law enforcement agency.

2. The cooperation authorized by subsection 1 includes, but is not limited to, the following: (a) Making joint examinations or investigations; (b) Holding joint administrative hearings; (c) Filing and prosecuting joint litigation; (d) Sharing and exchanging personnel; (e) Sharing and exchanging information and records; (f) Formulating and adopting mutual regulations, statements of policy, guidelines, proposed statutory changes and releases; and (g) Issuing and enforcing subpoenas at the request of the agency administering this chapter in another jurisdiction, the securities agency of another jurisdiction, the Commodity Futures Trading Commission or the Securities and Exchange Commission if the information sought would also be subject to lawful subpoena for conduct occurring in this State.

1 See 15 USCA § 78a et seq.
Nev. Rev. Stat. § 87.4327 — NV Code / Title 7 / Chapter 87 / Section 87.4327
Statement of partnership authority
Status: in_force

1. A partnership may file a statement of partnership authority, which: (a) Must include: (1) The name of the partnership; (2) The street address of its chief executive office and of one office in this State, if there is one; (3) The names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection 2; and (4) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and (b) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

2. If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.

3. If a filed statement of partnership authority is executed pursuant to subsection 3 of NRS 87.4318 and states the name of the partnership but does not contain all of the other information required by subsection 1, the statement nevertheless operates with respect to a person not a partner as provided in subsections 4 and 5.

4. Except as otherwise provided in subsection 7, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (a) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority. (b) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

5. A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.

6. Except as otherwise provided in subsections 4 and 5 and NRS 87.4349 and 87.4355 , a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

7. Unless earlier cancelled, a filed statement of partnership authority is cancelled by operation of law 5 years after the date on which the statement, or the most recent amendment, was filed with the Secretary of State.
Nev. Rev. Stat. § 90.280 — NV Code / Title 7 / Chapter 90 / Section 90.280
“Sale” and “sell” defined
Status: in_force

“Sale” includes every contract of sale, contract to sell, or other disposition, of a security or interest in a security for value. “Sell” has a corresponding meaning. In this context:

1. “Offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value.

2. “Offer to purchase” includes every attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value, but the term does not include a transaction that is subject to section 14(d) of the Securities Exchange Act of 1934. 1

3. A security given or delivered with, or as a bonus on account of, a purchase of securities or other item is considered to constitute a part of the subject of the purchase and to have been offered for sale and sold for value.

4. A gift of assessable stock is deemed to involve an offer and sale.

5. A sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, or a sale or offer of a security that gives the holder a present or future right or privilege to convert into another security of the same of another issuer, is deemed to include an offer of the other security.

6. The terms defined in this section do not include: (a) The creation of a security interest or a loan; (b) A stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if: (1) The distribution of the dividend is not for the purpose of evading the provisions of this chapter governing the registration of securities; and (2) Nothing of value is given by the stockholders for the dividend other than the surrender of a right to a cash or property dividend and each stockholder may elect to take the dividend in cash, property or stock; or (c) An act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims or property interests, or partly in exchange and partly for cash.

1 15 USCA § 78 et seq.
Nev. Rev. Stat. § 90.457 — NV Code / Title 7 / Chapter 90 / Section 90.457
Use of unregistered exchange by broker-dealer or representative prohibited
Status: in_force

A broker-dealer or a representative of a broker-dealer shall not use a securities exchange to effect or report any transaction concerning a security unless the securities exchange is registered with the Securities Division or is exempt from the requirements for registration pursuant to NRS 90.453 .
Nev. Rev. Stat. § 92A.170 — NV Code / Title 7 / Chapter 92A / Section 92A.170
Abandonment of planned merger, conversion or exchange before filing of articles
Status: in_force

After a merger, conversion or exchange is approved, and at any time before the articles of merger, conversion or exchange are filed, the planned merger, conversion or exchange may be abandoned, subject to any contractual rights, without further action, in accordance with the procedure set forth in the plan of merger, conversion or exchange or, if none is set forth, in the case of:

1. A domestic corporation, whether or not for profit, by the board of directors;

2. A domestic limited partnership, unless otherwise provided in the partnership agreement or certificate of limited partnership, by all general partners;

3. A domestic limited-liability company, unless otherwise provided in the articles of organization or an operating agreement, by members who own a majority in interest in the current profits of the company then owned by all of the members or, if the company has more than one class of members, by members who own a majority in interest in the current profits of the company then owned by the members in each class;

4. A domestic business trust, unless otherwise provided in the certificate of trust or governing instrument, by all the trustees;

5. A domestic general partnership, unless otherwise provided in the partnership agreement, by all the partners; and

6. A nonprofit cooperative corporation, unless otherwise provided in the articles of incorporation, by the board of directors.
Nev. Rev. Stat. § 78.055 — NV Code / Title 7 / Chapter 78 / Section 78.055
Acceptable evidence of incorporation
Status: in_force

A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under the official seal of the Secretary of State, or, with respect to a corporation organized before October 1, 1991, a copy of the copy thereof, filed with the county clerk, or microfilmed by the county clerk, under the county seal, certified by the clerk, must be received in all courts and places as prima facie evidence of the facts therein stated, and of the existence and incorporation of the corporation therein named.
Nev. Rev. Stat. § 87A.575 — NV Code / Title 7 / Chapter 87A / Section 87A.575
Addresses of general partners required; failure to file
Status: in_force

1. Each list required to be filed under the provisions of NRS 87A.560 to 87A.600 , inclusive, must, after the name of each general partner listed thereon, set forth the address, either residence or business, of each general partner.

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 partnership for which the list has been offered for filing is subject to all the provisions of NRS 87A.560 to 87A.600 , 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. § 90.330 — NV Code / Title 7 / Chapter 90 / Section 90.330
Licensing of investment advisers and representatives of investment advisers
Status: in_force

1. It is unlawful for any person to transact business in this State as an investment adviser or as a representative of an investment adviser unless licensed or exempt from licensing under this chapter.

2. It is unlawful for an investment adviser to employ, to engage in any activity in this State, any person who is suspended or barred from association with a broker-dealer or investment adviser by the Administrator. An investment adviser does not violate this subsection unless the investment adviser knows or in the exercise of reasonable care should know of the suspension or bar. Upon request from an investment adviser and for good cause shown, the Administrator, by order, may waive the prohibition of this subsection with respect to a person suspended or barred.
Nev. Rev. Stat. § 88.608 — NV Code / Title 7 / Chapter 88 / Section 88.608
Liability of partner for debt or liability of partnership
Status: in_force

1. Unless otherwise provided by the certificate of limited partnership or partnership agreement, a partner of a registered limited-liability limited partnership is not personally liable for a debt or liability of the registered limited-liability limited partnership unless the trier of fact determines that adherence to the fiction of a separate entity would sanction fraud or promote a manifest injustice.

2. For purposes of this section, the failure of a registered limited-liability limited partnership to observe the formalities or requirements relating to the management of the registered limited-liability limited partnership, in and of itself, is not sufficient to establish grounds for imposing personal liability on a partner for a debt or liability of the registered limited-liability limited partnership.
Nev. Rev. Stat. § 92A.150 — NV Code / Title 7 / Chapter 92A / Section 92A.150
Approval of plan of merger, conversion or exchange for domestic limited-liability company
Status: in_force

1. Unless otherwise provided in the articles of organization or an operating agreement: (a) A plan of merger, conversion or exchange involving a domestic limited-liability company must be approved by a majority in interest of the members; and (b) If the company has more than one class of members, the plan of merger, conversion or exchange must be approved by a majority in interest of the members in each class.

2. If any manager or member of a domestic limited-liability company, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because the manager or member will be the owner of an owner's interest in the resulting entity, then that manager or member must also approve the plan of conversion.

3. As used in this section, “in interest” has the meaning ascribed to it in NRS 86.055 .
Nev. Rev. Stat. § 87.4305 — NV Code / Title 7 / Chapter 87 / Section 87.4305
“Partnership” defined
Status: in_force

“ Partnership ” means an association of two or more persons to carry on as co-owners of a business for profit formed under NRS 87.4322 , predecessor law or comparable law of another jurisdiction.
Nev. Rev. Stat. § 78.375 — NV Code / Title 7 / Chapter 78 / Section 78.375
Waiver of notice or other communication
Status: in_force

Whenever any notice or other communication is required to be delivered under the provisions of this chapter, a waiver thereof in a signed writing by the person or persons entitled to the notice or communication, whether before or after the time stated therein, shall be deemed equivalent thereto.
Nev. Rev. Stat. § 82.026 — NV Code / Title 7 / Chapter 82 / Section 82.026
“Directors” and “trustees” defined
Status: in_force

“Directors” and “trustees” are synonymous terms.
Nev. Rev. Stat. § 78.130 — NV Code / Title 7 / Chapter 78 / Section 78.130
Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies
Status: in_force

1. Every corporation must have a president, a secretary and a treasurer, or the equivalent thereof.

2. Every corporation may also have such other officers and agents as may be deemed necessary.

3. All officers must be natural persons and must be chosen in such manner, hold their offices for such terms and have such powers and duties as may be prescribed by the bylaws or determined by the board of directors. Any natural person may hold two or more offices.

4. An officer holds office after the expiration of his or her term until a successor is chosen or until the officer's resignation or removal before the expiration of his or her term. A failure to elect officers does not require the corporation to be dissolved. Any vacancy occurring in an office of the corporation by death, resignation, removal or otherwise, must be filled as the bylaws provide, or in the absence of such a provision, by the board of directors.
Nev. Rev. Stat. § 90.295 — NV Code / Title 7 / Chapter 90 / Section 90.295
“Security” defined
Status: in_force

“ Security ” means a note, stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in a profit-sharing agreement, a limited partnership interest, an interest in a limited-liability company, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, viatical settlement investment, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in an oil, gas or other mineral lease or in payments out of production of such a lease, right or royalty, a put, call, straddle or option on a security, certificate of deposit or group or index of securities including any interest therein or based on the value of any of the foregoing, or, in general, any interest or instrument commonly known as a security or any certificate of interest or participation in, temporary or interim certificate for, receipt for, whole or partial guarantee of or warrant or right to subscribe to or purchase any of the foregoing. The term does not include:

1. An insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed sum of money either in a lump sum or periodically for life or some other specified period; or

2. An interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974 1 .

1 29 USCA § 1001 et seq.
Nev. Rev. Stat. § 80.195 — NV Code / Title 7 / Chapter 80 / Section 80.195
Surrender of right to transact business in State without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a foreign corporation whose right to transact business in this State has been revoked to surrender its right to transact business in this State without paying additional fees and penalties, other than the fee for filing a notice of withdrawal required by NRS 80.050 , if the foreign corporation provides evidence satisfactory to the Secretary of State that the foreign corporation did not transact business in this State: (a) During the entire period for which its right to transact business in this State was revoked; or (b) During a portion of the period for which its right to transact business in this State was revoked and the foreign corporation paid the fees and penalties for the portion of that period in which the foreign corporation transacted business in this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78.288 — NV Code / Title 7 / Chapter 78 / Section 78.288
Distributions to stockholders
Status: in_force

1. Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to the holders of any class or series of the capital stock of the corporation, including distributions on shares that are partially paid.

2. No distribution may be made if, after giving it effect: (a) The corporation would not be able to pay its debts as they become due in the usual course of business; or (b) Except as otherwise specifically allowed by the articles of incorporation, the corporation's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved immediately after the time of the distribution, to satisfy the preferential rights upon such dissolution of holders of shares of any class or series of the capital stock of the corporation having preferential rights superior to those receiving the distribution.

3. The board of directors may base a determination that a distribution is not prohibited pursuant to subsection 2 on: (a) Financial statements prepared on the basis of accounting practices that are reasonable in the circumstances; (b) A fair valuation, including, but not limited to, unrealized appreciation and depreciation; or (c) Any other method that is reasonable in the circumstances.

4. The effect of a distribution pursuant to subsection 2 must be measured: (a) In the case of a distribution by purchase, redemption or other acquisition of shares of the capital stock of the corporation, as of the earlier of: (1) The date money or other property is transferred or debt incurred by the corporation; or (2) The date upon which the holder of such shares ceases to hold the acquired shares. (b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed. (c) In all other cases, as of: (1) The date the distribution is authorized if the payment occurs within 120 days after the date of authorization; or (2) The date the payment is made if it occurs more than 120 days after the date of authorization.

5. A corporation's indebtedness to a holder of shares of one or more classes or series of the capital stock of the corporation incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general unsecured creditors except to the extent subordinated by agreement.

6. Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations pursuant to subsection 2 if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution could then be made pursuant to this section. If the indebtedness is issued as a distribution, each payment of principal or interest must be treated as a distribution, the effect of which must be measured on the date the payment is actually made.

7. The board of directors may fix a record date for determining holders of shares of one or more classes or series of the capital stock of the corporation entitled to a distribution authorized by the board of directors pursuant to this section, which record date must not precede the date upon which the resolution fixing the record date is adopted.

8. This section does not apply to any distribution in liquidation pursuant to NRS 78.590 .

9. The provisions of chapter 112 of NRS do not apply to any distribution made by a corporation in accordance with this chapter.
Nev. Rev. Stat. § 81.905 — NV Code / Title 7 / Chapter 81 / Section 81.905
“Membership share” defined
Status: in_force

“ Membership share ” means a single class of stock that has unlimited voting rights issued by a worker cooperative to a member.
Nev. Rev. Stat. § 75A.100 — NV Code / Title 7 / Chapter 75A / Section 75A.100
Creation; duties of Secretary of State; powers of state and local agencies and health districts; confidentiality
Status: in_force

1. The Secretary of State shall provide for the establishment of a state business portal to facilitate interaction among businesses and governmental agencies in this State by allowing businesses to conduct necessary transactions with governmental agencies in this State through use of the state business portal.

2. The Secretary of State shall: (a) Establish, through cooperative efforts and consultation with representatives of state agencies, local governments, health districts and businesses, the standards and requirements necessary to design, build and implement the state business portal; (b) Establish the standards and requirements necessary for a state or local agency to participate in the state business portal; (c) Authorize a state or local agency to participate in the state business portal if the Secretary of State determines that the agency meets the standards and requirements necessary for such participation and the agency has entered into an agreement for access to the state business portal with the Secretary of State; (d) Determine the appropriate requirements to be used by businesses and governmental agencies conducting transactions through use of the state business portal; (e) Cause the state business portal to interface with the system established by the Secretary of State to assign business identification numbers; (f) For the purpose of coordinating the collection of common information from businesses using the state business portal: (1) Establish common business registration information to be collected from businesses by state and local agencies and health districts which issue licenses, certificates, registrations, permits or similar types of authorization to conduct a business in this State, which collect taxes or fees or which conduct other necessary transactions with businesses in this State; and (2) Cause the state business portal to exchange the common business registration information among state and local agencies and health districts which participate in the state business portal and which use the common business registration information to issue licenses, certificates, registrations, permits or similar types of authorization to conduct a business in this State, to collect taxes or fees or to conduct other necessary transactions with businesses in this State; (g) In carrying out the provisions of this section, consult with the Executive Director of the Office of Economic Development to ensure that the activities of the Secretary of State are consistent with the State Plan for Economic Development developed by the Executive Director pursuant to subsection 2 of NRS 231.053 ; and (h) Adopt such regulations and take any appropriate action as necessary to carry out the provisions of this chapter.

3. Each state agency or health district that issues a license, certificate, registration, permit or similar type of authorization to conduct a business in this State may, to the extent practicable, and each local agency that issues a license, certificate, registration, permit or similar type of authorization to conduct a business in the jurisdiction of the local agency may, as approved by the governing body of the local government: (a) Make available on its Internet website any of its applications for a license, certificate, registration, permit or similar type of authorization to conduct a business in this State. (b) Accept the electronic transfer of common business registration information from the state business portal for use in any electronic application for a license, certificate, registration, permit or similar type of authorization to conduct a business in this State or for use in any application processing system. (c) Integrate with the state business portal any of its applications for a license, certificate, registration, permit or similar type of authorization to conduct a business in this State. As used in this paragraph, “ integrate ” means to consolidate an electronic application process so that it is capable of collecting and disseminating information to a state or local agency or health district for the processing of the application for a license, certificate, registration, permit or similar type of authorization to conduct a business in this State. (d) Allow for the acceptance of an electronic signature for a declaration or affirmation under penalty of perjury or as provided for in statute. (e) Require an applicant for a license, certificate, registration, permit or similar type of authorization to conduct a business in this State to include in the application the applicant's business identification number. (f) Ensure that the state or local agency or health district, as applicable, is capable of using the state business portal to accept and disseminate to participating state and local agencies and health districts the common business registration information established pursuant to subparagraph (1) of paragraph (f) of subsection 2 which is needed by the state or local agency or health district to issue a license, certificate, registration, permit or similar type of authorization to conduct a business in this State. (g) Establish and maintain its rules, data and processes relating to businesses in accordance with the agreement entered into by the state or local agency or health district pursuant to paragraph (c) of subsection 2 and any corresponding technical documentation.

4. The provisions of subsection 3 do not require a state or local agency or health district to: (a) Disseminate or release information if such action would result in the state or local agency or health district violating any provision of state or federal law relating to the confidentiality of the information. (b) Upgrade its information technology system or incur significant expense to comply with the provisions of this section.

5. Except as otherwise provided in NRS 239.0115 , all records containing technical specifications, processing protocols or programmatic or system architecture of the state business portal, and any other records containing information the disclosure of which would endanger the security of the state business portal, or proprietary information related to the functions, operations, processes or architecture of the state business portal, are deemed confidential and privileged.

6. As used in this section: (a) “ Business identification number ” means the number assigned by the Secretary of State pursuant to NRS 225.082 to an entity organized pursuant to this title or to a person who is issued a state business license or who claims to be excluded or exempt from the requirement to obtain a state business license pursuant to chapter 76 of NRS. (b) “ Disseminate ” means to distribute in an electronic format that is capable of being accepted by participating state and local agencies and health districts and used by participants as the common business registration information used to issue a license, certificate, registration, permit or similar type of authorization, to collect taxes or fees or to conduct other necessary transactions with businesses in this State.
Nev. Rev. Stat. § 92A.360 — NV Code / Title 7 / Chapter 92A / Section 92A.360
Rights of dissenting member of domestic limited-liability company
Status: in_force

The articles of organization or operating agreement of a domestic limited-liability company or, unless otherwise provided in the articles of organization or operating agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the interest of a dissenting member are available in connection with any merger or exchange in which the domestic limited-liability company is a constituent entity.
Nev. Rev. Stat. § 78.075 — NV Code / Title 7 / Chapter 78 / Section 78.075
Railroad companies: Powers
Status: in_force

In furtherance of and in addition to the powers which railroad companies organized under this chapter are entitled to exercise, but not in limitation of any of the powers granted by this chapter, every railroad company may:

1. Cause such examination and surveys for the proposed railroad to be made as may be necessary to the selection of the most advantageous route for the railroad, and for such purposes, by their officers, agents and employees, to enter upon the lands or waters of any persons, but subject to responsibility for all damages which they do thereto.

2. Receive, hold, take and convey, by deed or otherwise, as a natural person might or could do, such voluntary grants and donations of real estate, and other property of every description, as may be made to it to aid and encourage the construction, maintenance and accommodation of the railroad.

3. Purchase, and by voluntary grants and donations receive and take, and by its officers, engineers, surveyors and agents, enter upon and take possession of, and hold and use, in any manner they may deem proper, all such lands and real estate, and other property as the directors may deem necessary and proper for the construction and maintenance of the railroad, and for the stations, depots and other accommodations and purposes, deemed necessary to accomplish the object for which the corporation is formed.

4. Lay out its road or roads, not exceeding 200 feet wide, and construct and maintain the road with such tracks and with such appendages as may be deemed necessary for the convenient use of it. The company may make embankments, excavations, ditches, drains, culverts or otherwise, and procure timber, stone and gravel, or other materials, and may take as much more land, whenever they may think proper, as may be necessary for the purposes aforesaid, in the manner hereinafter provided, for the proper construction and security of the road.

5. Construct their road across, along or upon any stream of water, watercourse, roadstead, bay, navigable stream, street, avenue or highway, or across any railway, canal, ditch or flume which the route of its road intersects, crosses or runs along, in such manner as to afford security for life and property. The corporation shall restore the stream or watercourse, road, street, avenue, highway, railroad, canal, ditch or flume thus intersected to its former state, as near as may be, or in a sufficient manner not to have impaired unnecessarily its usefulness or injured its franchises.

6. Cross, intersect, join and unite its railroad with any other railroad, either before or after constructed, at any point upon its route, and upon the grounds of such other railroad company, with the necessary turnouts, sidings and switches, and other conveniences, in furtherance of the objects of its connections; and every company whose railroad is, or will be hereafter, intersected by any new railroad in forming such intersections and connection, and grant the facilities aforesaid. If the two corporations cannot agree upon the amount of compensation to be made therefor, or the points or the manner of such crossings, intersections and connections, the same must be ascertained and determined by commissioners, to be appointed as is provided hereinafter in respect to the taking of lands, but this section is not to affect the rights and franchises heretofore granted.

7. Purchase lands, timber, stone, gravel or other materials to be used in the construction and maintenance of its road, or take them in the manner provided by this chapter. The railroad company may change the line of its road, in whole or in part, whenever a majority of the directors determine, as is provided hereinafter, but no such change may vary the general route of a road, as contemplated in the articles of incorporation of the company.

8. Receive by purchase, donation or otherwise, any lands, or other property, of any description, and hold and convey it in any manner the directors may think proper, the same as natural persons might or could do, that may be necessary for the construction and maintenance of its road, or for the erection of depots, turnouts, workshops, warehouses or for any other purposes necessary for the convenience of railroad companies, in order to transact the business usual for railroad companies.

9. Take, transport, carry and convey persons and property on their railroad, by the force and power of steam, of animals, or any mechanical power, or by any combinations of them, and receive tolls or compensation therefor.

10. Erect and maintain all necessary and convenient buildings, stations, depots and fixtures and machinery for the accommodation and use of their passengers, freight and business, obtain and hold the lands and other property necessary therefor, and acquire additional lands and rights-of-way and build and operate extensions or branches of its line of railroad.

11. Regulate the time and manner in which passengers and property are transported, and the tolls and compensation to be paid therefor, within the limits prescribed by law.

12. Regulate the force and speed of their locomotives, cars, trains or other machinery used and employed on their road, and establish, execute and enforce all needful and proper rules and regulations fully and completely for the management of its business transactions usual and proper for railroad companies.

13. Purchase, hold, sell and transfer shares of its own stock, bonds, debentures, or other securities issued by it, except that: (a) No corporation may use its funds or property for the purchase of its own shares of stock when such use would cause any impairment of the capital of the corporation; and (b) Shares of its own stock belonging to the corporation must not be voted upon, directly or indirectly, nor counted as outstanding for the purpose of any stockholders' quorum or vote.

14. Acquire, own, and operate motor vehicles, and air transportation facilities, and transport persons and property along and over the streets and highways of this State, for the transportation, for hire, of passengers, property and freight, either directly or through a subsidiary company or companies, subject to all relevant provisions of law concerning permits, licenses, franchises and the regulation of such form of transportation by motor vehicles or other agencies.

Whenever the track of a railroad crosses a railroad or highway, such railroad or highway may be carried under, over or on a level with the track, as may be most expedient, and in cases where an embankment or cutting makes a change in the line of such railroad or highway desirable, with a view to a more easy ascent or descent, the company may take such additional lands and materials, if needed for the construction of such road or highway, on such new line, as may be deemed requisite by the railroad. Unless the lands and materials so taken are purchased, or voluntarily given for the purpose aforesaid, compensation therefor must be ascertained in the manner provided by law.
Nev. Rev. Stat. § 81.710 — NV Code / Title 7 / Chapter 81 / Section 81.710
“Established practices” defined
Status: in_force

“ Established practices ” means the practices used by an unincorporated nonprofit association without material change during the most recent 5 years of its existence or, if it has existed for less than 5 years, during its entire existence.
Nev. Rev. Stat. § 86.121 — NV Code / Title 7 / Chapter 86 / Section 86.121
“Registered office” defined
Status: in_force

“ Registered office ” of a limited-liability company means the office maintained at the street address of its registered agent.
Nev. Rev. Stat. § 87.330 — NV Code / Title 7 / Chapter 87 / Section 87.330
General effect of dissolution on authority of partner
Status: in_force

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

1. With respect to the partners: (a) When the dissolution is not by the act, bankruptcy or death of a partner; or (b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where NRS 87.340 so requires.

2. With respect to persons not partners, as declared in NRS 87.350 .
Nev. Rev. Stat. § 87A.350 — NV Code / Title 7 / Chapter 87A / Section 87A.350
Becoming general partner
Status: in_force

A person becomes a general partner:

1. As provided in the partnership agreement;

2. Under paragraph (b) of subsection 3 of NRS 87A.490 following the withdrawal of a limited partnership's last general partner;

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

4. With the consent of all the partners.
Nev. Rev. Stat. § 86.131 — NV Code / Title 7 / Chapter 86 / Section 86.131
Applicability of chapter to foreign and interstate commerce
Status: in_force

The provisions of this chapter apply to commerce with foreign nations and among the several states. It is the intention of the Legislature by enactment of this chapter that the legal existence of limited-liability companies formed under this chapter, and any series thereof, be recognized beyond the limits of this State and that, subject to any reasonable requirement of registration, any such company transacting business outside this State be granted protection of full faith and credit under Section 1 of Article IV of the Constitution of the United States .
Nev. Rev. Stat. § 75.040 — NV Code / Title 7 / Chapter 75 / Section 75.040
“Electronic record” defined
Status: in_force

“ Electronic record ” means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice or, if authorized in accordance with subsection 8 of NRS 75.150 , is otherwise retrievable in perceivable form.
Nev. Rev. Stat. § 88.570 — NV Code / Title 7 / Chapter 88 / Section 88.570
Law governing organization, internal affairs and liability of limited partners
Status: in_force

Subject to the constitution of this State:

1. The laws of the state or jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and

2. A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.
Nev. Rev. Stat. § 82.511 — NV Code / Title 7 / Chapter 82 / Section 82.511
Abatement of actions against receivers
Status: in_force

No action against a receiver of a corporation abates by reason of the receiver’s death, but, upon suggestion of the facts on the record, must be continued against the receiver’s successor, or against the corporation in case no new receiver be appointed.
Nev. Rev. Stat. § 88A.650 — NV Code / Title 7 / Chapter 88A / Section 88A.650
Defaulting trusts: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 88A.345 , the Secretary of State shall reinstate a business trust which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the business trust 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 88A.600 ; (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 trustees of the business trust; 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 88A.600 and 88A.630 for each year or portion thereof during which its certificate of trust was revoked; and (2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the business trust, the Secretary of State shall issue to the business trust a certificate of reinstatement if the business trust: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to NRS 88A.900 .

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 certificate of trust occurred only by reason of the failure to file the list or pay the fees and penalties.

4. If a certificate of business trust has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the certificate must not be reinstated.

5. Except as otherwise provided in NRS 88A.660 , a reinstatement pursuant to this section relates back to the date on which the business trust forfeited its right to transact business under the provisions of this chapter and reinstates the business trust's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 86.521 — NV Code / Title 7 / Chapter 86 / Section 86.521
Distribution of assets after dissolution
Status: in_force

1. In settling accounts after dissolution, the liabilities of a limited-liability company are entitled to payment in the following order: (a) Those to creditors, including members who are creditors, in the order of priority as provided and to the extent otherwise permitted by law, except those to members of the limited-liability company on account of their contributions; (b) Those to members of the limited-liability company in respect of their share of the profits and other compensation by way of income on their contributions; and (c) Those to members of the limited-liability company in respect of their contributions to capital.

2. Subject to any statement in the operating agreement, members share in the company's assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims.
Nev. Rev. Stat. § 78.3786 — NV Code / Title 7 / Chapter 78 / Section 78.3786
“Fair value” defined
Status: in_force

“Fair value” means a value not less than the highest price per share paid by the acquiring person in an acquisition.
Nev. Rev. Stat. § 82.226 — NV Code / Title 7 / Chapter 82 / Section 82.226
Restrictions on transactions involving interested directors or officers; compensation of directors
Status: in_force

1. No contract or other transaction between a corporation and one or more of its directors or officers, or between a corporation and any corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested, is void or voidable solely for this reason or solely because any such director or officer is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction, or because the vote or votes of common or interested directors are counted for such purpose, if the circumstances specified in any of the following paragraphs exist: (a) The fact of the common directorship, office or financial interest is disclosed or known to the board of directors or committee and noted in the minutes, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors. (b) The fact of the common directorship, office or financial interest is disclosed or known to the members, if any, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose. The votes of the common or interested directors or officers must be counted in any such vote of members. (c) The fact of the common directorship or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action. (d) The contract or transaction is fair as to the corporation at the time it is authorized or approved.

2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify a contract or transaction.

3. Unless otherwise provided in the articles or the bylaws, the board of directors may fix the compensation of directors for services in any capacity.
Nev. Rev. Stat. § 87.360 — NV Code / Title 7 / Chapter 87 / Section 87.360
Effect of dissolution on partner's existing liability
Status: in_force

1. The dissolution of the partnership does not of itself discharge the existing liability of any partner.

2. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between the partner, the partnership creditor and the person or partnership continuing the business. Such an agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

3. Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed are discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.

4. The individual property of a deceased partner is liable for all obligations of the partnership incurred while the deceased partner was a partner and for which the deceased partner was liable under NRS 87.150 , but is subject to the prior payment of the deceased partner’s separate debts.
Nev. Rev. Stat. § 87A.560 — NV Code / Title 7 / Chapter 87A / Section 87A.560
Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations
Status: in_force

1. Each foreign limited partnership doing business in this State shall, at the time of the filing of its application for registration as a foreign limited partnership with the Secretary of State, or, if the foreign limited 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 limited partnership; (b) The file number of the foreign limited partnership, if known; (c) The names of all its general partners; (d) The address, either residence or business, of each general partner; and (e) The signature of a general partner of the foreign limited partnership, or some other person specifically authorized by the foreign limited 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 limited partnership has complied with the provisions of chapter 76 of NRS; (b) The foreign limited 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 general 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 general partner in furtherance of any unlawful conduct.

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

4. If a foreign limited partnership files an amended list of general 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 limited partnership or the resigning general partner is not required to pay a fee for filing the amended list.

5. Except as otherwise provided in subsection 4, if a general partner of a foreign limited partnership resigns and the resignation is not reflected on the annual or amended list of general partners, the foreign limited partnership or the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation of the general partner.

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 limited partnership, which is required to comply with the provisions of NRS 87A.560 to 87A.600 , inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1. Failure of any foreign limited partnership to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 87A.560 to 87A.600 , 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 limited 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 a list required by this section which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general 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 limited 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. § 86.022 — NV Code / Title 7 / Chapter 86 / Section 86.022
“Articles” and “articles of organization” defined
Status: in_force

“ Articles ” and “ articles of organization ” are synonymous terms and, unless the context otherwise requires, include certificates and restated articles of organization filed pursuant to NRS 86.221 and articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240 , inclusive, or 92A.270 .
Nev. Rev. Stat. § 77.090 — NV Code / Title 7 / Chapter 77 / Section 77.090
“Foreign qualification document” defined
Status: in_force

“ Foreign qualification document ” means an application for a certificate of authority or other foreign qualification filing with the Secretary of State by a foreign entity.
Nev. Rev. Stat. § 78.442 — NV Code / Title 7 / Chapter 78 / Section 78.442
Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than 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 78.441 , 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 shares of any class or series of shares, other than common shares, of the resident domestic corporation not beneficially owned by the interested stockholder immediately before that date is at least equal to the highest of the following, whether or not the interested stockholder has previously acquired any shares of the class or series of shares:

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 shares of that class or series of shares 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 share of the class or series of shares since that earliest date.

2. The amount specified in the articles of incorporation of the resident domestic corporation, including in any certificate of designation for the class or series, to which the holders of shares of the class or series of shares are entitled upon the consummation of a transaction of a type encompassing the combination, determined as if the transaction had been consummated on the date of consummation with respect to the combination or on the date that the interested stockholder first became an interested stockholder, whichever is higher or, if the articles of incorporation, including any certificate of designation, do not so provide, the highest preferential amount per share to which the holders of shares of the class or series of shares are entitled in the event of any voluntary liquidation, dissolution or winding up of the resident domestic corporation, plus the aggregate amount of any dividends declared or due to which the holders are entitled before payment of the dividends on some other class or series of shares, unless the aggregate amount of the dividends is included in the preferential amount.

3. The market value per share of the class or series of shares 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 share of the class or series of shares since that date.
Nev. Rev. Stat. § 80.055 — NV Code / Title 7 / Chapter 80 / Section 80.055
Penalty for failure to comply with requirements for qualification; enforcement; regulations
Status: in_force

1. Every corporation which willfully fails or neglects to comply with the provisions of NRS 80.010 to 80.040 , inclusive, is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. Except as otherwise provided in subsection 3, every corporation which fails or neglects to comply with the provisions of NRS 80.010 to 80.040 , inclusive, may not commence or maintain any action or proceeding in any court of this State until it has fully complied with the provisions of NRS 80.010 to 80.040 , inclusive.

3. An action or proceeding may be commenced by such a corporation if an extraordinary remedy available pursuant to chapter 31 of NRS is all or part of the relief sought. Such an action or proceeding must be dismissed without prejudice if the corporation does not comply with the provisions of NRS 80.010 to 80.040 , inclusive, within 45 days after the action or proceeding is commenced.

4. When the Secretary of State is advised that a corporation is doing business in contravention of NRS 80.010 to 80.040 , inclusive, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county where the corporation has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover any applicable fine provided for in this section. The district attorney of the county where the corporation has its principal place of business or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney's fees.

5. In the course of an investigation of a violation of this section, the Secretary of State may require a corporation to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

6. The failure of a corporation to comply with the provisions of NRS 80.010 to 80.040 , inclusive, does not impair the validity of any contract or act of the corporation, or prevent the corporation from defending any action, suit or proceeding in any court of this State.

7. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 77.150 — NV Code / Title 7 / Chapter 77 / Section 77.150
“Nonqualified foreign entity” defined
Status: in_force

“ Nonqualified foreign entity ” means a foreign entity that is not authorized to transact business in this State pursuant to a filing with the Secretary of State.
Nev. Rev. Stat. § 82A.110 — NV Code / Title 7 / Chapter 82A / Section 82A.110
Exemptions from registration requirement; declaration of exemption
Status: in_force

1. A charitable organization is not required to be registered with the Secretary of State pursuant to NRS 82A.100 during any year in which its only solicitations for contributions, donations, gifts or the like are: (a) Directed only to a total of fewer than 15 persons annually; (b) Directed only to persons who are related within the third degree of consanguinity or affinity to the officers, directors, trustees or executive personnel of the charitable organization; (c) Appeals for funds to benefit a particular person or his or her immediate family named in the solicitation, but only if all the proceeds of the solicitation are given to or expended for the direct benefit of the person or his or her immediate family; or (d) Conducted by an alumni association of an accredited institution which solicits only persons who have an established affiliation with the institution, including, without limitation, current and former students, members of the faculty or staff, or persons who are within the third degree of consanguinity or affinity of such persons.

2. A charitable organization that believes it is exempt from registration pursuant to this section must, before it solicits a contribution in this State or has a contribution solicited in this State on its behalf by another person, and annually thereafter, file a declaration of exemption on a form prescribed by the Secretary of State.
Nev. Rev. Stat. § 87.280 — NV Code / Title 7 / Chapter 87 / Section 87.280
Partner's interest subject to charging order
Status: in_force

1. On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of the debtor partner’s share of the profits, and of any other money due or to fall due to the debtor partner in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require.

2. The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution: (a) With separate property, by any one or more of the partners; or (b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

3. Nothing in the provisions of NRS 87.010 to 87.430 , inclusive, shall be held to deprive a partner of his or her right, if any, under the exemption laws, as regards the partner’s interest in the partnership.
Nev. Rev. Stat. § 88.6065 — NV Code / Title 7 / Chapter 88 / Section 88.6065
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 limited partnership must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP” 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 limited partnership on a certificate of registration of limited-liability limited partnership submitted to the Secretary of State is not distinguishable from any 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 to the same name of the holder of the name on file or reserved name to use the name accompanies the certificate.

2. The Secretary of State shall not accept for filing any certificate of registration or any certificate of amendment of a certificate of registration of any registered limited-liability limited partnership formed or existing pursuant to the laws of this State which provides that the name of the registered limited-liability limited 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 limited 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 limited 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 .

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 thereof.

4. The name of a registered limited-liability limited 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.

5. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 78.355 — NV Code / Title 7 / Chapter 78 / Section 78.355
Stockholders' proxies
Status: in_force

1. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. If any stockholder designates two or more persons to act as proxies, a majority of those persons present at the meeting or a majority of those persons granting consent or exercising a right of dissent in writing, or, if only one is present or consenting or dissenting in writing, then that one has and may exercise all of the powers conferred by the stockholder upon all of the persons so designated unless the stockholder provides otherwise. The proxy may be limited to action on designated matters.

2. Without limiting the manner in which a stockholder may authorize another person or persons to act for him or her as proxy pursuant to subsection 1, a stockholder may sign a writing authorizing another person or persons to act for him or her as proxy.

3. Any copy, communication by electronic transmission or other reliable reproduction of the writing created pursuant to subsection 2 may be substituted for the original writing for any purpose for which the original writing could be used, if the copy, communication by electronic transmission or other reproduction is a complete reproduction of the entire original writing.

4. Except as otherwise provided in subsection 5, no such proxy is valid after the expiration of 6 months from the date of its creation unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until: (a) Another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots; or (b) In the case of a meeting of stockholders, the stockholder revokes the proxy by attending the meeting and voting the stockholder's shares in person, in which case, any vote cast by the person or persons designated by the stockholder to act as a proxy or proxies must be disregarded by the corporation when the votes are counted.

5. A proxy shall be deemed irrevocable if the written authorization states that the proxy is irrevocable, but is irrevocable only for as long as it is coupled with an interest sufficient in law to support an irrevocable power, including, without limitation, the appointment as proxy of a pledgee, a person who purchased or agreed to purchase the shares, a creditor of the corporation who extended it credit under terms requiring the appointment, an employee of the corporation whose employment contract requires the appointment or a party to a voting agreement created pursuant to subsection 3 of NRS 78.365 . Unless otherwise provided in the proxy, a proxy made irrevocable pursuant to this subsection is revoked when the interest with which it is coupled is extinguished, but the corporation may honor the proxy until notice of the extinguishment of the proxy is received by the corporation. A transferee for value of shares subject to an irrevocable proxy may revoke the proxy if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

6. If any stockholder subject to a properly created irrevocable proxy attends any meeting of the stockholders or attempts to grant a consent or exercise a right of dissent for which the authorization grants authority to act on the stockholder's behalf at the meeting, or in granting a consent or exercising a right of dissent, as applicable, to a proxy or proxies, unless expressly otherwise provided in the written authorization or electronic record: (a) Only the proxy or proxies may have and exercise all the powers of the stockholder at the meeting or in granting a consent or exercising a right of dissent, as applicable; and (b) Only a vote, consent or dissent, as applicable, of the proxy or proxies may be regarded as valid by the corporation.
Nev. Rev. Stat. § 88A.732 — NV Code / Title 7 / Chapter 88A / Section 88A.732
Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations
Status: in_force

1. Each foreign business trust doing business in this State shall, at the time of the filing of its application for registration as a foreign business trust with the Secretary of State, or, if the foreign business trust has selected an alternative due date pursuant to subsection 11, 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 business trust; (b) The file number of the foreign business trust, if known; (c) The name of at least one of its trustees; (d) The address, either residence or business, of the trustee listed pursuant to paragraph (c); and (e) The signature of a trustee of the foreign business trust, or some other person specifically authorized by the foreign business trust to sign the list, certifying that the list is true, complete and accurate.

2. Each list required to be filed pursuant to this section must be accompanied by a declaration under penalty of perjury that: (a) The foreign business trust has complied with the provisions of chapter 76 of NRS; (b) The foreign business trust 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 trustees 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 trustee in furtherance of any unlawful conduct.

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

4. If a foreign business trust files an amended list of trustees with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign business trust or the resigning trustee is not required to pay a fee for filing the amended list.

5. Except as otherwise provided in subsection 4, if a trustee of a foreign business trust resigns and the resignation is not reflected on the annual or amended list of trustees, the foreign business trust or the resigning trustee 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 business trust which is required to comply with the provisions of NRS 88A.732 to 88A.738 , 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 business trust to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 88A.732 to 88A.738 , 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 business trust 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 a list required by this section which identifies a trustee with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a trustee in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084 .

10. For the purposes of this section, a person who is a beneficial owner is not deemed to exercise actual control of the daily operations of a foreign business trust based solely on the fact that the person is a beneficial owner.

11. The Secretary of State may allow a foreign business trust to select an alternative due date for filing the initial list required by this section.

12. The Secretary of State may adopt regulations to administer the provisions of subsection 11.
Nev. Rev. Stat. § 81.870 — NV Code / Title 7 / Chapter 81 / Section 81.870
Winding up and termination
Status: in_force

Winding up and termination of an unincorporated nonprofit association must proceed in accordance with the following rules:

1. All known debts and liabilities must be paid or adequately provided for.

2. Any property subject to a condition requiring return to the person designated by the donor must be transferred to that person.

3. Any property subject to a trust must be distributed in accordance with the trust agreement.

4. Any remaining property must be distributed as follows: (a) As required by law other than NRS 81.700 to 81.890 , inclusive, that requires assets of an association to be distributed to another person with similar nonprofit purposes; (b) In accordance with the association's governing principles or, in the absence of applicable governing principles, to the members of the association per capita or as the members direct; or (c) If neither paragraph (a) nor (b) applies, pursuant to chapter 120A of NRS .
Nev. Rev. Stat. § 90.425 — NV Code / Title 7 / Chapter 90 / Section 90.425
Unethical or dishonest practices: Use of certain certifications and professional designations
Status: in_force

1. A person engages in unethical or dishonest practices in the securities business if, without limitation, the person uses a certification or professional designation that: (a) Indicates or implies that the person has special certification or training in advising or providing services to older persons or retirees in connection with the offer, sale or purchase of securities or in the provision of advice as to the value of or advisability of investing in, purchasing or selling securities, either directly or indirectly, through publications or writings or by issuing or publishing analyses or reports related to securities if the person does not have such special certification or training; (b) The person has not earned or is otherwise ineligible to use; (c) Is nonexistent; (d) The person conferred upon himself or herself; (e) Indicates or implies a level of occupational qualifications obtained through education, training or experience that the person using the certification or professional designation has not obtained; or (f) Was obtained from a certifying or designating organization that, except as otherwise provided in subsection 2: (1) Is primarily engaged in the business of instruction in sales or marketing; (2) Does not have reasonable standards or procedures for assuring the competency of its certificate holders or designees; (3) Does not have reasonable standards or procedures for monitoring and disciplining its certificate holders or designees for conduct that is improper or unethical; or (4) Does not have reasonable requirements for continuing education for its certificate holders or designees in order to maintain the certificate or designation.

2. There is a rebuttable presumption that paragraph (f) of subsection 1 does not include a certification or professional designation that: (a) Does not primarily apply to sales or marketing; and (b) Was conferred by a certifying or designating organization that has been accredited by: (1) The American National Standards Institute; (2) The National Commission for Certifying Agencies; or (3) An organization that is on the list provided by the United States Department of Education entitled “Accrediting Agencies Recognized for Title IV Purposes.”

3. In determining whether a combination of words or an acronym standing for a combination of words constitutes a certification or professional designation indicating or implying that a person has special certification or training in advising or providing services to older persons or retirees, factors to be considered must include, without limitation: (a) The use of one or more words such as “elder,” “retirement,” “senior” or similar words combined with one or more words such as “chartered,” “certified,” “registered,” “adviser,” “consultant,” “planner,” or “specialist” or similar words in the name of the certification or professional designation; and (b) The manner in which those words are combined.

4. For the purposes of this section, a title of a job within an organization that is licensed or registered by a financial services regulatory agency of this State, any other state or the Federal Government is not a certification or professional designation if the title is not used in a manner that would confuse or mislead a reasonable consumer and the title: (a) Indicates seniority or standing within the organization; or (b) Specifies a person's area of specialization within the organization.

5. As used in this section: (a) “ Financial services regulatory agency ” includes, without limitation, an agency that regulates broker-dealers, investment advisers or investment companies as defined in the Investment Company Act of 1940, 15 U.S.C. § 80a-3 . (b) “Older person” has the meaning ascribed to it in NRS 200.5092 .
Nev. Rev. Stat. § 78.360 — NV Code / Title 7 / Chapter 78 / Section 78.360
Cumulative voting
Status: in_force

1. The articles of incorporation of any corporation may provide that at all elections of directors of the corporation each holder of stock possessing voting power is entitled to as many votes as equal the number of his or her shares of stock multiplied by the number of directors to be elected, and that the holder of stock may cast all of his or her votes for a single director or may distribute them among the number to be voted for or any two or more of them, as the holder of stock may see fit. To exercise the right of cumulative voting, one or more of the stockholders requesting cumulative voting must give written notice to the president or secretary of the corporation that the stockholder desires that the voting for the election of directors be cumulative.

2. The notice must be delivered not less than 48 hours before the time fixed for holding the meeting, if notice of the meeting has been delivered at least 10 days before the date of the meeting, and otherwise not less than 24 hours before the meeting. At the meeting, before the commencement of voting for the election of directors, an announcement of the delivery of the notice must be made by the chair or the secretary of the meeting or by or on behalf of the stockholder delivering the notice. Notice to stockholders of the requirement of this subsection must be contained in the notice calling the meeting or in the proxy material accompanying the notice.
Nev. Rev. Stat. § 78.325 — NV Code / Title 7 / Chapter 78 / Section 78.325
Actions at meetings not regularly called: Ratification and approval
Status: in_force

1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees or stockholders, consent, either by: (a) A writing on the records of the meeting or filed with the secretary; (b) Presence at such meeting and oral consent entered on the minutes; or (c) Taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.

2. At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

3. If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

4. Such consent or approval of stockholders or creditors may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
Nev. Rev. Stat. § 87.4345 — NV Code / Title 7 / Chapter 87 / Section 87.4345
Effect of dissociation
Status: in_force

1. If a partner's dissociation results in a dissolution and winding up of the partnership business, the provisions of NRS 87.4351 to 87.4357 , inclusive, apply. If a partner's dissociation does not result in a dissolution and winding up of the partnership business, the provisions of NRS 87.4346 to 87.435 , inclusive, apply.

2. Upon a partner's dissociation: (a) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in NRS 87.4353 ; (b) The partner's duty of loyalty under paragraph (c) of subsection 2 of NRS 87.4336 terminates; and (c) The partner's duty of loyalty under paragraphs (a) and (b) of subsection 2 of NRS 87.4336 and duty of care under subsection 3 of NRS 87.4336 continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to NRS 87.4353 .
Nev. Rev. Stat. § 78.150 — NV Code / Title 7 / Chapter 78 / Section 78.150
Filing requirements; fees; powers and duties of Secretary of State; regulations
Status: in_force

1. A corporation organized pursuant to the laws of this State shall, at the time of the filing of its articles of incorporation with the Secretary of State or, if the corporation has selected an alternative due date pursuant to subsection 12, on or before that alternative due date, file with the Secretary of State a list, on a form furnished by the Secretary of State, containing: (a) The name of the corporation; (b) The file number of the corporation, if known; (c) The names and titles of the president, secretary and treasurer, or the equivalent thereof, and of all the directors of the corporation; (d) The address, either residence or business, of each officer and director listed, following the name of the officer or director; and (e) The signature of an officer of the corporation, or some other person specifically authorized by the corporation to sign the list, certifying that the list is true, complete and accurate.

2. The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year, or, if, pursuant to subsection 12, the corporation 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 subsection 1 or 2 must be accompanied by: (a) A declaration under penalty of perjury that: (1) The corporation has complied with the provisions of chapter 76 of NRS; (2) The corporation acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State; and (3) None of the officers or directors 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 an officer or director in furtherance of any unlawful conduct. (b) A statement as to whether the corporation is a publicly traded company. If the corporation is a publicly traded company, the corporation must list its Central Index Key. The Secretary of State shall include on the Secretary of State's Internet website the Central Index Key of a corporation provided pursuant to this paragraph and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.

4. Upon filing the list required by: (a) Subsection 1, the corporation shall pay to the Secretary of State a fee of $150. (b) Subsection 2, the corporation shall pay to the Secretary of State, if the amount represented by the total number of shares provided for in the articles is: $75,000 or less Over $75,000 and not over $200,000 Over $200,000 and not over $500,000 Over $500,000 and not over $1,000,000 Over $1,000,000: For the first $1,000,000 For each additional $500,000 or fraction thereof The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,125.

5. If a corporation files an amended list of directors and officers with the Secretary of State within 60 days after the date on which the list required by subsection 1 is filed, the corporation or the resigning director or officer is not required to pay a fee for filing the amended list.

6. Except as otherwise provided in subsection 5, if a director or officer of a corporation resigns and the resignation is not reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer 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 annual list required by subsection 2, provide to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185 , inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 4 and a reminder to file the annual list required by subsection 2. Failure of any corporation 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 in any respect 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 corporation 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 must be accompanied by the appropriate fee as provided in subsection 4 for filing. A payment submitted pursuant to this subsection does not satisfy the requirements of subsection 2 for the year to which the due date is applicable.

10. A person who files with the Secretary of State a list required by subsection 1 or 2 which identifies an officer or director with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director 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 stockholder is not deemed to exercise actual control of the daily operations of a corporation based solely on the fact that the stockholder has voting control of the corporation.

12. The Secretary of State may allow a corporation 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. § 87.545 — NV Code / Title 7 / Chapter 87 / Section 87.545
Procedure to submit replacement page to Secretary of State before actual filing of record
Status: in_force

A managing partner of a registered limited-liability partnership may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record. The signed authorization of the managing partner to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.
Nev. Rev. Stat. § 80.007 — NV Code / Title 7 / Chapter 80 / Section 80.007
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

1. A foreign corporation may correct a record filed in the Office of the Secretary of State if the record contains an incorrect statement or was defectively signed, attested, sealed, verified or acknowledged, including, without limitation, if the record was filed erroneously.

2. To correct a record, the corporation must: (a) Prepare a certificate of correction which: (1) States the name of the corporation; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record; (4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and (5) Is signed by an officer of the corporation or, if no stock has been issued by the corporation, by the incorporator or a director of the corporation, or by some other person specifically authorized by the corporation to sign the certificate. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $175 to the Secretary of State.

3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.

4. If a foreign corporation has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the foreign corporation may cancel the filing by: (a) Filing a statement of cancellation with the Secretary of State; and (b) Paying the required fee pursuant to subsection 7 of NRS 78.785 .
Nev. Rev. Stat. § 86.5415 — NV Code / Title 7 / Chapter 86 / Section 86.5415
Members’ application for injunction and appointment of receiver when company mismanaged
Status: in_force

1. Members holding not less than 10 percent in interest of the limited-liability company may apply to the district court in the county in which the company has its principal place of business or, if the principal place of business is not located in this State, to the district court in the county in which the company's registered office is located, for an order appointing a receiver, and by injunction restrain the company from exercising any of its powers or doing business whatsoever, except by and through a receiver appointed by the court, whenever irreparable injury to the company is threatened or being suffered and: (a) The company has willfully violated its charter; (b) Its managers or managing members have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs and the presumption established by subsection 3 has been rebutted with respect to such conduct or control; (c) The assets of the company are in danger of waste, sacrifice or loss through attachment, foreclosure, litigation or otherwise; or (d) The company has dissolved, but has not proceeded diligently to wind up its affairs, or to distribute its assets in a reasonable time.

2. The application may be for the appointment of a receiver, without at the same time applying for the dissolution of the company, and notwithstanding the absence, if any there be, of any action or other proceeding in the premises pending in such court.

3. In any such application for a receivership, it is sufficient for a temporary appointment if notice of the same is given to the company alone, by process as in the case of an application for a temporary restraining order or injunction, and the hearing thereon may be had after 5 days' notice unless the court directs a longer or different notice and different parties.

4. The court may, if good cause exists therefor, appoint one or more receivers for such purpose, but in all cases managers or managing members who have been guilty of no negligence nor active breach of duty must be preferred in making the appointment. The court may at any time for sufficient cause make a decree terminating the receivership, or dissolving the company and terminating its existence, or both, as may be proper.

5. Receivers so appointed have, among the usual powers, all the functions, powers, tenure and duties to be exercised under the direction of the court as are conferred on receivers and as provided pursuant to NRS 86.5412 , 86.5413 and 86.5414 , whether the company is insolvent or not.

6. The requirement to hold not less than 10 percent in interest set forth in subsection 1 shall be maintained from the date of and throughout the pendency of the application for the appointment of a receiver of the company.

7. The rights of a member set forth in this section may be exercised by a noneconomic member if specifically set forth in the articles of organization or the operating agreement.
Nev. Rev. Stat. § 81.825 — NV Code / Title 7 / Chapter 81 / Section 81.825
Resignation of member
Status: in_force

1. A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time.

2. Unless the governing principles provide otherwise, resignation 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 resignation.
Nev. Rev. Stat. § 87A.135 — NV Code / Title 7 / Chapter 87A / Section 87A.135
“Transferable interest” defined
Status: in_force

“ Transferable interest ” means a partner's right to receive distributions.
Nev. Rev. Stat. § 81.200 — NV Code / Title 7 / Chapter 81 / Section 81.200
Articles of association: Filing requirements; required provisions
Status: in_force

1. Each association formed under NRS 81.170 to 81.270 , inclusive, shall prepare articles of association in writing, setting forth: (a) The name of the association. (b) The purpose for which it is formed. (c) The information required pursuant to NRS 77.310 . (d) The term for which it is to exist, which may be perpetual. (e) The names and addresses, either residence or business, of the directors selected for the first year. (f) The amount which each member is to pay upon admission as a fee for membership, and that each member signing the articles has actually paid the fee. (g) That the interest and right of each member therein is to be equal. (h) The name and address, either residence or business, of each of the persons signing the articles of association.

2. The articles of association must be signed by the original associates or members.

3. The articles so signed must be filed in the Office of the Secretary of State. From the time of the filing in the Office of the Secretary of State, the association may exercise all the powers for which it was formed.
Nev. Rev. Stat. § 87.007 — NV Code / Title 7 / Chapter 87 / Section 87.007
“State” defined
Status: in_force

“ State ” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.
Nev. Rev. Stat. § 88A.520 — NV Code / Title 7 / Chapter 88A / Section 88A.520
Powers; service of process, demand or notice
Status: in_force

1. If the registered agent is a bank or an artificial person formed or organized pursuant to this title, it may: (a) Act as the fiscal or transfer agent of a state, municipality, body politic or business trust, and in that capacity may receive and disburse money. (b) Transfer, register and countersign certificates evidencing a beneficial owner's interest in a business trust, bonds or other evidences of indebtedness and act as agent of any business trust, foreign or domestic, for any purpose required by statute or otherwise.

2. All legal process and any demand or notice authorized by law to be served upon a business trust may be served upon its registered agent in the manner provided in subsection 2 of NRS 14.020 . If a demand, notice or legal process, other than a summons and complaint, cannot be served upon the registered agent, it may be served in the manner provided in NRS 14.030 . These manners of service are in addition to any other service authorized by law.
Nev. Rev. Stat. § 91.050 — NV Code / Title 7 / Chapter 91 / Section 91.050
“Commodity” defined
Status: in_force

1. “Commodity” means, except as otherwise provided in subsection 2 or specified by the Administrator by regulation or order: (a) Any agricultural, grain or livestock product or by-product; (b) Any metal or mineral, including a precious metal; (c) Any gem or gemstone whether characterized as precious, semiprecious or otherwise; (d) Any fuel, whether liquid, gaseous or otherwise; (e) Any foreign currency; and (f) All other goods, articles, products or items of any kind.

2. “Commodity” does not include: (a) A numismatic coin whose fair market value is at least 15 percent higher than the value of the metal it contains; (b) Real property or any timber, agricultural or livestock product grown or raised on real property and offered or sold by the owner or lessee of such real property; or (c) Any work of art offered or sold by art dealers, at public auction or offered or sold through a private sale by the owner thereof.
Nev. Rev. Stat. § 87.4351 — NV Code / Title 7 / Chapter 87 / Section 87.4351
Events causing dissolution and winding up of partnership business
Status: in_force

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

1. In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections 2 to 10, inclusive, of NRS 87.4343 , of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

2. In a partnership for a definite term or particular undertaking: (a) Within 90 days after a partner's dissociation by death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation under subsection 2 of NRS 87.4344 , the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (1) of paragraph (b) of subsection 2 of NRS 87.4344 constitutes the expression of that partner's will to wind up the partnership business; (b) The express will of all of the partners to wind up the partnership business; or (c) The expiration of the term or the completion of the undertaking;

3. An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

4. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

5. On application by a partner, a judicial determination that: (a) The economic purpose of the partnership is likely to be unreasonably frustrated; (b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

6. On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
Nev. Rev. Stat. § 78.030 — NV Code / Title 7 / Chapter 78 / Section 78.030
Filing requirements; prohibition against establishment of corporation for certain illegal purposes
Status: in_force

1. One or more persons may establish a corporation 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 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 articles of incorporation must be as provided in NRS 78.035 , and the Secretary of State shall require them to be in the form prescribed. If any articles are defective in this respect, the Secretary of State shall return them for correction.
Nev. Rev. Stat. § 86.241 — NV Code / Title 7 / Chapter 86 / Section 86.241
Maintenance of records at principal office in State or with custodian of records; right of members and managers to obtain or examine records
Status: in_force

1. Each limited-liability company shall continuously keep at its principal office in this State or with its custodian of records whose name and street address are available at its registered office, unless otherwise provided by an operating agreement, the following: (a) A current list of the full name and last known business address of each member and manager, separately identifying the members in alphabetical order and the managers, if any, in alphabetical order; (b) A copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and (c) Copies of any then effective operating agreement of the company.

2. Each member of a limited-liability company is entitled to obtain from the company, from time to time upon reasonable demand, for any purpose reasonably related to the interest of the member as a member of the company: (a) The records required to be maintained pursuant to subsection 1; (b) True and, in light of the member's stated purpose, complete records regarding the activities and the status of the business and financial condition of the company; (c) Promptly after becoming available, a copy of the company's federal, state and local income tax returns for each year; (d) True and complete records regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and (e) Other records regarding the affairs of the company as is just and reasonable under the circumstances and in light of the member's stated purpose for demanding such records. The right to obtain records under this subsection includes, if reasonable, the right to make copies or abstracts by photographic, xerographic, electronic or other means.

3. Each manager of a limited-liability company managed by a manager or managers is entitled to examine from time to time upon reasonable demand, for a purpose reasonably related to the manager's rights, powers and duties as such, the records described in subsection 2.

4. Any demand by a member or manager under subsection 2 or 3 is subject to such reasonable standards regarding at what time and location and at whose expense records are to be furnished as may be set forth in the articles of organization or in an operating agreement adopted or amended as provided in subsection 8, or, if no such standards are set forth in the articles of organization or operating agreement, the records must be provided or made available for examination, as the case may be, during ordinary business hours, at the expense of the demanding member or manager.

5. If the records subject to a demand pursuant to subsection 2 or 3 are not available to obtain or made available for examination, as applicable, at a location within this State upon a reasonable demand made pursuant to subsection 2 or 3, the manager or member may serve a demand upon the limited-liability company's registered agent that the records to be obtained or examined be sent to the demanding manager or member. Upon such a demand, the limited-liability company shall send copies of the requested records described in subsection 2 either in paper or electronic form to the manager or member within 10 business days after the demand is served upon the registered agent.

6. Any demand by a member or manager under this section must be in writing and must state the purpose of such demand. When a demanding member seeks to obtain or a manager seeks to examine the records described in subsection 2, the demanding member or manager must first establish that: (a) The demanding member or manager has complied with the provisions of this section respecting the form and manner of making a demand for obtaining or examining such records; and (b) The records sought by the demanding member or manager are reasonably related to the member's interest as a member or the manager's rights, powers and duties as a manager, as the case may be.

7. In every instance where an attorney or other agent of a member or manager seeks to exercise any right arising under this section on behalf of such member or manager, the demand must be accompanied by a power of attorney signed by the member or manager authorizing the attorney or other agent to exercise such rights on behalf of the member or manager.

8. The rights of a member to obtain or a manager to examine records as provided in this section may be restricted or denied entirely in the articles of organization or in an operating agreement adopted by all of the members or by the sole member or in any subsequent amendment adopted by all of the members at the time of amendment.
Nev. Rev. Stat. § 88A.280 — NV Code / Title 7 / Chapter 88A / Section 88A.280
Governing instrument: Optional provisions relating to management of trust and rights, duties and obligations of trustees, beneficial owners and other persons
Status: in_force

A governing instrument may contain any provision relating to the management or the business or affairs of the business trust and the rights, duties and obligations of the trustees, beneficial owners and other persons which is not contrary to a provision or requirement of this chapter and may:

1. Provide for classes, groups or series of trustees or beneficial owners, or of beneficial interests, having such relative rights, powers and duties as the governing instrument provides, and may provide for the future creation in the manner provided in the governing instrument of additional such classes having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior or subordinate to existing classes, groups or series.

2. Provide that a person becomes a beneficial owner and bound by the governing instrument if the person, or the person’s representative authorized orally, in writing or by action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest.

3. Establish or provide for a designated series of trustees, beneficial owners or beneficial interests having separate rights, powers or duties with respect to specified property or obligations of the business trust or profits and losses associated with specified property or obligations, and, to the extent provided in the governing instrument, any such series may have a separate business purpose or investment objective.

4. Provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger, the appointment of one or more trustees, the sale, lease, transfer, pledge or other disposition of all or any part of the assets of the business trust or the assets of any series, or the dissolution of the business trust, and the creation of a class, group or series of beneficial interests that was not previously outstanding, without the vote or approval of any particular trustee or beneficial owner or class, group or series of trustees or beneficial owners.

5. Grant to or withhold from all or certain trustees or beneficial owners, or a specified class, group or series of trustees or beneficial owners, the right to vote, separately or with one or more of the trustees, beneficial owners or classes, groups or series thereof, on any matter. Voting power may be apportioned per capita, proportionate to financial interest, by class, group or series, or on any other basis.

6. If and to the extent that voting rights are granted under the certificate of trust or governing instrument, set forth provisions relating to notice of the time, place or purpose of a meeting at which a matter will be voted on, waiver of notice, action by consent without a meeting, the establishment of record dates, requirement of a quorum, voting in person, by proxy or otherwise, or any other matter with respect to the exercise of the right to vote.

7. Provide for the present or future creation of more than one business trust, including the creation of a future business trust to which all or any part of the assets, liabilities, profits or losses of any existing business trust are to be transferred, and for the conversion of beneficial interests in an existing business trust, or series thereof, into beneficial interests in the separate business trust or a series thereof.

8. Provide for the appointment, election or engagement, either as agents or independent contractors of the business trust or as delegates of the trustees, of officers, employees, managers or other persons who may manage the business and affairs of the business trust and have such titles and relative rights, powers and duties as the governing instrument provides. Except as otherwise provided in the governing instrument, the trustees shall choose and supervise those officers, managers and other persons.
Nev. Rev. Stat. § 90.860 — NV Code / Title 7 / Chapter 90 / Section 90.860
Short title; uniformity of application and construction
Status: in_force

This chapter may be cited as the Uniform Securities Act and must be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it and to coordinate the interpretation and administration of this chapter with the related federal laws and regulations.
Nev. Rev. Stat. § 78.105 — NV Code / Title 7 / Chapter 78 / Section 78.105
Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties
Status: in_force

1. A corporation shall keep a copy of the following records at its principal office or with its custodian of records whose name and street address are available at the corporation's registered office: (a) A copy certified by the Secretary of State of its articles of incorporation, and all amendments thereto; (b) A copy certified by an officer of the corporation of its bylaws and all amendments thereto; and (c) A stock ledger or a duplicate stock ledger, revised annually not later than 60 days after the date by which an annual list is required to be filed pursuant to NRS 78.150 , containing only the names, alphabetically arranged, of all persons who are stockholders of record of the corporation, showing their places of residence, if known, and the number of shares held by them respectively. A corporation is not required to keep a list of any person who is a beneficial owner of any shares who is not simultaneously the stockholder of record of such shares, or any other information concerning any person having an interest in the corporation, except for the stock ledger or duplicate stock ledger required by this paragraph. Absent manifest error or actual fraud, the stock ledger of the corporation, as maintained by the corporation or its designated transfer agent, shall conclusively determine the stockholders of record of the corporation.

2. Any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding the demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least 5 days' written demand, including the affidavit required pursuant to subsection 4, is entitled to inspect in person or by agent or attorney, during usual business hours, the records required by subsection 1 and make copies therefrom. Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection. Every corporation that neglects or refuses to keep the records required by subsection 1 open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

3. If the records required by subsection 1 are not made available for inspection at a location within this State pursuant to a proper demand made pursuant to subsection 2, the stockholder or other person demanding the inspection may serve a demand upon the corporation's registered agent that the records to be inspected be sent to the demanding stockholder or other person or the agent or attorney thereof. Upon such a demand, the corporation shall send copies of the requested records required by subsection 1, either in paper or electronic form, to the stockholder, other person, agent or attorney entitled to inspect the requested records within 10 business days after service of the demand upon the registered agent.

4. Together with the written demand required pursuant to subsection 2, a stockholder or other person who wishes to inspect the records required by subsection 1 or make copies therefrom shall furnish an affidavit to the corporation stating 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 corporation and that the stockholder or other person has not at any time sold or offered for sale any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record of stockholders for any such sale or offer for sale.

5. If any corporation willfully neglects or refuses to make any proper entry in the stock ledger or duplicate copy thereof, or neglects or refuses to permit an inspection of the records required by subsection 1 upon demand by a person entitled to inspect them, or refuses to permit copies to be made therefrom, as provided in subsection 2, the corporation is liable to the person injured for all damages resulting to the person therefrom.

6. In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.

7. The right to copy records under subsection 2 includes, if reasonable, the right to make copies by photographic, xerographic or other means.

8. The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any records provided to the stockholder.
Nev. Rev. Stat. § 91.210 — NV Code / Title 7 / Chapter 91 / Section 91.210
Transactions exempted
Status: in_force

1. The prohibitions in NRS 91.190 do not apply to the following: (a) An account, agreement or transaction within the exclusive jurisdiction of the Commodity Futures Trading Commission granted under the Commodity Exchange Act. (b) A commodity contract for the purchase of one or more precious metals which requires, and under which the purchaser receives, within 7 calendar days after the payment of any portion of the purchase price, physical delivery of the quantity of the precious metals purchased by the payment. For purposes of this paragraph, physical delivery shall be deemed to have occurred if, within the 7-day period, the quantity of precious metals purchased by the payment is delivered, whether in specifically segregated or fungible bulk form, into the possession of a depository other than the seller which is either: (1) A financial institution; (2) A depository the warehouse receipts of which are recognized for delivery purposes for any commodity on a contract market designated by the Commodity Futures Trading Commission; (3) A storage facility licensed or regulated by the United States or any agency thereof; or (4) A depository designated by the Administrator, and the depository issues, and the purchaser receives, a certificate, record of title, confirmation or other instrument evidencing that such a quantity of precious metals has been delivered to the depository and is being and will continue to be held by the depository on the purchaser's behalf, free and clear of all liens and encumbrances, other than liens of the purchaser, tax liens, liens agreed to by the purchaser, or liens of the depository for fees and expenses, which have previously been disclosed to the purchaser. (c) A commodity contract solely between persons engaged in producing, processing, using commercially or handling as merchants, each commodity subject thereto, or any by-product thereof. (d) A commodity contract under which the offeree or the purchaser is a person referred to in NRS 91.200 , an insurance company, an investment company as defined in the Investment Company Act of 1940, 1 or an employee pension and profit-sharing or benefit plan, other than a self-employed individual retirement plan or individual retirement account.

2. The Administrator may adopt regulations or issue orders prescribing the terms and conditions of all transactions and contracts covered by the provisions of this chapter which are not within the exclusive jurisdiction of the Commodity Futures Trading Commission granted by the Commodity Exchange Act, exempting any person or transaction from any provision of this chapter conditionally or unconditionally and otherwise implementing the provisions of this chapter for the protection of purchasers and sellers of commodities.

1 See 15 USCA § 78a-1 et seq.
Nev. Rev. Stat. § 86.5417 — NV Code / Title 7 / Chapter 86 / Section 86.5417
Powers of district court
Status: in_force

1. The court shall have power to send for persons and papers and to examine any persons, including the creditors and claimants, and the managers, managing members, officers and agents of the limited-liability company, on oath or affirmation, respecting its affairs and transactions and its estate, money, goods, chattels, credits, notes, bills and choses in action, real and personal estate and effects of every kind, and also respecting its debts, obligations, contracts and liabilities, and the claims against it.

2. If any person shall refuse to be sworn or affirmed, or to make answers to such questions as shall be put to the person, or refuse to declare the whole truth touching the subject matter of the examination, the district court may commit such person to a place of confinement, there to remain until the person shall submit to be examined and pay all the costs of the proceedings against the person.
Nev. Rev. Stat. § 90.533 — NV Code / Title 7 / Chapter 90 / Section 90.533
Additional requirements for certain transactions
Status: in_force

The Administrator may adopt regulations that set forth additional requirements for transactions involving an offer to sell or sale of a security to a Nevada certified investor that must be met for the transaction to qualify for an exemption pursuant to subsection 22 of NRS 90.530 . Such regulations may include, without limitation, provisions establishing minimum qualifications for an issuer who engages in such a transaction and additional requirements concerning the process by which such an issuer shall submit to the Administrator and make available to a Nevada certified investor the information required by subsection 22 of NRS 90.530 .
Nev. Rev. Stat. § 76.180 — NV Code / Title 7 / Chapter 76 / Section 76.180
Penalty for willfully failing or neglecting to obtain or renew state business license; enforcement; regulations
Status: in_force

1. Every person who conducts a business in this State and who willfully fails or neglects to obtain or renew a state business license as required by this chapter and to pay the fees required by NRS 76.100 and 76.130 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. When the Secretary of State is advised that a person is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person's principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person's principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney's fees.

3. In the course of an investigation of a violation of this section, the Secretary of State may require a person to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

4. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 87.5415 — NV Code / Title 7 / Chapter 87 / Section 87.5415
Certificate of authorization to transact business
Status: in_force

If a foreign registered limited-liability partnership has filed the initial or annual list in compliance with NRS 87.541 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign registered limited-liability partnership 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. § 81.770 — NV Code / Title 7 / Chapter 81 / Section 81.770
Liability
Status: in_force

1. A debt, obligation or other liability of an unincorporated nonprofit association, whether arising in contract, tort or otherwise: (a) Is solely the debt, obligation or other liability of the association; and (b) Does not become a debt, obligation or other liability of a member or manager solely because the member acts as a member or the manager acts as a manager.

2. A person's status as a member or manager does not prevent or restrict law other than the provisions of NRS 81.700 to 81.890 , inclusive, from imposing liability on the person or the association because of the person's conduct.
Nev. Rev. Stat. § 77.420 — NV Code / Title 7 / Chapter 77 / Section 77.420
Failure of entity to comply with chapter 604A or 675 of NRS; requirements of registered agent; fine
Status: in_force

1. If the Commissioner of Financial Institutions determines, after investigation, that a represented entity of a registered agent has failed to comply with the provisions of chapter 604A or 675 of NRS , the Commissioner may issue an order to the registered agent to cease and refrain from providing all services for the represented entity other than those services set forth in NRS 77.400 .

2. A registered agent who receives an order pursuant to subsection 1 shall immediately notify the represented entity. The represented entity shall be deemed to have received the order on the date that it is received by the registered agent.

3. Any contract between a registered agent, its subsidiary or affiliate and the represented entity entered into on or after July 1, 2008, shall be deemed to include a provision that provides for the termination of the contract or agreement without liability to the registered agent, its subsidiary or affiliate, upon the issuance of an order issued pursuant to this section, except for any agreement for the provision of the services set forth in NRS 77.400 . Any provision of a contract which conflicts with this subsection is void. Failure to include such a provision in a contract is not a defense in an action brought to enforce or terminate the contract.

4. An order issued pursuant to subsection 1 is a final decision for the purposes of judicial review pursuant to chapter 233B of NRS . A registered agent shall comply with any such order pending judicial review.

5. If the Commissioner of Financial Institutions finds that a registered agent has failed to comply with an order issued pursuant to this section, the Commissioner may impose an administrative fine of not more than $1,000 upon the registered agent. Any fine collected pursuant to this section must be deposited with the State Treasurer for credit to the State General Fund.
Nev. Rev. Stat. § 87.090 — NV Code / Title 7 / Chapter 87 / Section 87.090
Partner agent of partnership; restrictions on authority
Status: in_force

1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which the partner is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom the partner is dealing has knowledge of the fact that the partner has no such authority.

2. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.

3. Except as otherwise provided in subsection 5, unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to: (a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership; (b) Dispose of the goodwill of the business; (c) Do any other act which would make it impossible to carry on the ordinary business of a partnership; (d) Confess a judgment; or (e) Submit a partnership claim or liability to arbitration or reference.

4. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.

5. One or more of the partners designated in an agreement among all of the partners may sell all or substantially all of the property of the partnership without the unanimous approval or consent of the partners if: (a) The sale is approved by a vote; or (b) The prior consent of the partners for a sale of all or substantially all of the property has been given in an agreement among the partners, and written notice of the sale is sent by registered or certified mail to all partners at least 15 days before the date of the sale.
Nev. Rev. Stat. § 87A.415 — NV Code / Title 7 / Chapter 87A / Section 87A.415
Distribution in kind
Status: in_force

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subsection 2 of NRS 87A.530 , a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions.
Nev. Rev. Stat. § 88.335 — NV Code / Title 7 / Chapter 88 / Section 88.335
Records required to be maintained at principal office in State or with custodian of records; inspection and copying of records
Status: in_force

1. A limited partnership shall keep at the principal office in this State, or with its custodian of records as referred to in paragraph (a) of subsection 1 of NRS 88.330 , the following: (a) A current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order; (b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with signed copies of any powers of attorney pursuant to which any certificate has been signed; (c) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the 3 most recent years; (d) Copies of any then effective written partnership agreements; (e) Copies of any financial statements of the limited partnership for the 3 most recent years; and (f) Unless contained in a written partnership agreement, a writing setting out: (1) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute; (2) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made; (3) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and (4) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

2. In lieu of keeping at an office in this State the information required in paragraphs (a), (c), (e) and (f) of subsection 1, the limited partnership may keep a statement with the registered agent setting out the name of the custodian of the information required in paragraphs (a), (c), (e) and (f) of subsection 1, and the present and complete post office address, including street and number, if any, where the information required in paragraphs (a), (c), (e) and (f) of subsection 1 is kept.

3. Records kept pursuant to this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
Nev. Rev. Stat. § 82.306 — NV Code / Title 7 / Chapter 82 / Section 82.306
Election of directors by order of court upon failure of regular election
Status: in_force

1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 82.286 , the district court has jurisdiction in equity, upon application of any one or more of the members of the corporation representing 10 percent of the voting power of the members entitled to vote for the election of directors or for the election of delegates who are entitled to elect directors, or 50 members, whichever is less, to order the election of directors as required by NRS 82.286 .

2. The application must be made by petition filed in the county where the principal office of the corporation is located or, if the principal office is not located in this State, in the county in which the corporation's registered office is located, and must be brought on behalf of all members desiring to be joined therein. Such notice must be given to the corporation and the members as the court may direct.
Nev. Rev. Stat. § 92A.022 — NV Code / Title 7 / Chapter 92A / Section 92A.022
“Domestic business trust” defined
Status: in_force

“Domestic business trust” means a business trust formed and existing pursuant to the provisions of chapter 88A of NRS.
Nev. Rev. Stat. § 86.345 — NV Code / Title 7 / Chapter 86 / Section 86.345
Distributions: Limitations applicable to restricted limited-liability companies
Status: in_force

1. If a limited-liability company has elected in its articles of organization to be a restricted limited-liability company pursuant to NRS 86.161 , subject to the provisions of NRS 86.343 , and unless otherwise provided in the articles of organization, the company shall not make any distributions to its members with respect to their member's interests until 10 years after: (a) The date of formation of the restricted limited-liability company as long as the original articles of organization elected to be treated as a restricted limited-liability company and as long as the company has remained a restricted limited-liability company since the date of formation; or (b) The effective date of the amendment to the articles of organization in which the company elected to be treated as a restricted limited-liability company and as long as the company has remained a restricted limited-liability company since the effective date of the amendment.

2. The provisions of this section apply as the default provisions of a restricted limited-liability company to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the articles of organization of the restricted limited-liability company.
Nev. Rev. Stat. § 87.020 — NV Code / Title 7 / Chapter 87 / Section 87.020
Definitions
Status: in_force

As used in NRS 87.010 to 87.430 , inclusive, unless the context otherwise requires:

1. “ Bankrupt ” includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent act.

2. “ Conveyance ” includes every assignment, lease, mortgage or encumbrance.

3. “ Court ” includes every court and judge having jurisdiction in the case.

4. “ Real property ” includes land and any interest or estate in land.

5. “ Registered limited-liability partnership ” means a partnership formed pursuant to an agreement governed by NRS 87.010 to 87.430 , inclusive, and registered pursuant to and complying with NRS 87.440 to 87.560 , inclusive.
Nev. Rev. Stat. § 87.4337 — NV Code / Title 7 / Chapter 87 / Section 87.4337
Actions by partnership and partners
Status: in_force

1. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

2. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (a) Enforce the partner's rights under the partnership agreement; (b) Enforce the partner's rights under NRS 87.4301 to 87.4357 , inclusive, including: (1) The partner's rights under NRS 87.4333 , 87.4335 or 87.4336 ; (2) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to NRS 87.4346 or enforce any other right under NRS 87.4343 to 87.435 , inclusive; or (3) The partner's right to compel a dissolution and winding up of the partnership business under NRS 87.4351 or enforce any other right under NRS 87.4351 to 87.4357 , inclusive; or (c) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

3. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Nev. Rev. Stat. § 87.4313 — NV Code / Title 7 / Chapter 87 / Section 87.4313
“Transfer” defined
Status: in_force

“ Transfer ” includes an assignment, conveyance, lease, mortgage, deed and encumbrance.
Nev. Rev. Stat. § 87A.300 — NV Code / Title 7 / Chapter 87A / Section 87A.300
Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners' association; forfeiture and penalty
Status: in_force

1. If a limited partnership has filed the list in compliance with NRS 87A.290 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the limited partnership constitutes a certificate authorizing it to transact its business within this State until the anniversary date of the filing of its certificate of limited partnership in the next succeeding calendar year.

2. Each limited partnership which is required to make a filing and pay the fee prescribed in NRS 87A.290 and 87A.295 and which refuses or neglects to do so within the time provided is in default.

3. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited partnership which is a unit-owners' association as defined in NRS 116.011 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155 , the Secretary of State shall deem the limited partnership to be in default. If, after the limited partnership is deemed to be in default, the Administrator notifies the Secretary of State that the limited partnership has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155 , the Secretary of State shall reinstate the limited partnership if the limited partnership complies with the requirements for reinstatement as provided in this section and NRS 87A.310 .

4. For default there must be added to the amount of the fee a penalty of $75, and unless the filings are made and the fee and penalty are paid on or before the first day of the first anniversary of the month following the month in which filing was required, the defaulting limited partnership, by reason of its default, forfeits its right to transact any business within this State.
Nev. Rev. Stat. § 90.480 — NV Code / Title 7 / Chapter 90 / Section 90.480
Registration by coordination
Status: in_force

1. Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be registered by coordination.

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) One copy of the latest form of prospectus filed under the Securities Act of 1933; (b) If the Administrator by regulation or order requires: (1) A copy of the articles of incorporation and bylaws, or their substantial equivalents, currently in effect; (2) A copy of any agreement with or among underwriters; (3) A copy of any indenture or other instrument governing the issuance of the security to be registered; and (4) A copy, specimen or description of the security; (c) If the Administrator requests and subject to the provisions of NRS 90.730 , any other information or copies of any other records filed under the Securities Act of 1933; 1 and (d) An undertaking to forward promptly and in any event not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, all future amendments to the federal prospectus, other than an amendment that delays the effective date of the registration statement, whichever occurs first.

3. A registration statement under this section becomes effective when the federal registration statement becomes effective and all the following conditions are satisfied: (a) No order is in effect, and no proceeding is pending, under NRS 90.510 ; (b) The registration statement has been on file with the Administrator for at least 10 days, but if the registration statement is not filed with the Administrator within 5 days after the initial filing under the Securities Act of 1933, the registration statement must have been on file with the Administrator for 30 days or any shorter period as the Administrator by regulation or order specifies; and (c) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for 2 full business days or any shorter period the Administrator permits and the offering is made within those limitations.

4. The registrant shall promptly notify the Administrator of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a posteffective amendment containing the information and records in the price amendment.

5. Upon failure to receive the required notification and posteffective amendment with respect to the price amendment, the Administrator may enter an order, retroactively denying effectiveness to the registration statement or suspending its effectiveness until the registrant complies with subsection 4. The Administrator shall promptly notify the registrant of the issuance of the order. If the registrant proves compliance with the requirements of subsection 4 as to notice and posteffective amendment, the order is void as of its entry.

6. The Administrator by regulation or order may waive either or both of the conditions specified in paragraphs (b) and (c) of subsection 3.

7. If the federal registration statement becomes effective before all the conditions in subsection 3 are satisfied and they are not waived, the registration statement automatically becomes effective when all the conditions are satisfied. If the registrant advises the Administrator of the date when the federal registration statement is expected to become effective, the Administrator shall promptly advise the registrant, at the registrant's expense, whether all conditions are satisfied and whether the Administrator then contemplates the institution of a proceeding under NRS 90.510 , but the advice by the Administrator does not preclude the institution of a proceeding for an order suspending the effectiveness of the registration statement. An order issued under this subsection is not retroactive.

8. The Administrator by regulation or order may waive or modify the application of a requirement of this section if a provision or an amendment, repeal or other alteration of the provisions of the Securities Act of 1933 for the registration of securities or of the regulations adopted under that act renders the waiver or modification appropriate for further coordination of state and federal registration.

1 15 USCA § 78a et seq.
Nev. Rev. Stat. § 78.715 — NV Code / Title 7 / Chapter 78 / Section 78.715
Acts of majority of receivers effectual; removal and vacancies
Status: in_force

1. Every matter and thing by this chapter required to be done by receivers or trustees shall be good and effectual, to all intents and purposes, if performed by a majority of them.

2. The district court may remove any receiver or trustee and appoint another or others in his or her place to fill any vacancy which may occur.
Nev. Rev. Stat. § 82.533 — NV Code / Title 7 / Chapter 82 / Section 82.533
Procedure to submit replacement page to Secretary of State before actual filing of record
Status: in_force

An incorporator or officer of a corporation may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the incorporator or officer to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.
Nev. Rev. Stat. § 78.080 — NV Code / Title 7 / Chapter 78 / Section 78.080
Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies
Status: in_force

1. The right-of-way is hereby given and granted to all railroad companies that are now organized, or may be organized under the provisions of this chapter, or under the laws of any other state or territory, or under any act of Congress, to locate, construct and maintain their roads, or any part or parcel thereof, over and through any of the swamp or overflowed lands belonging to this State, or any other public lands which are now or may be the property of the State, at the time of constructing the railroad.

2. Such railroad companies are hereby authorized to survey and mark through the lands of the State, to be held by them for the track of their respective railroads, 200 feet in width, for the whole length the roads may be located over the lands of the State; and the right is hereby further given and granted to the companies to locate, occupy and hold all necessary sites and grounds for watering places, depots or other buildings, for the convenient use of the same, along the line of the road or roads, so far as the places convenient for the same may fall upon the lands belonging to the State, except within the limits of any incorporated city or town, or within 3 miles where the same shall be taken, on paying to the State the value of the same.

3. No one depot, watering place, machine or workshop, or other buildings for the convenient use of such roads, shall cover over 6 acres each, and the sites or places on the lands of this State shall not be nearer to each other than 5 miles along the line of the roads.

4. The right is hereby further given and granted to the companies to take from any of the lands belonging to this State all such materials of earth, wood, stone or other materials whatever, as may be necessary or convenient, from time to time, for the first construction or equipment of the road or roads, or any part thereof.

5. If any road, at any time after its location, shall be discontinued or abandoned by the company or companies, or the location of any part thereof be so changed as not to cover the lands of the State thus previously occupied, then the lands so abandoned or left shall revert to this State.

6. When the location of the route of either of the railroads, or sites or places for depots, watering places, machine or workshops or other buildings for the convenient use of the same, shall be selected, the secretary of the company shall transmit to the Director of the State Department of Conservation and Natural Resources, and to the State Controller, and to the recorder of the county in which the lands so selected are situated, to each of the officers, a correct plot of the location of the railroad, or sites or places, before such selection shall become operative.

7. When any such company shall, for its purposes aforesaid, require any of the lands belonging to any of the counties, cities or towns in this State, the county, city and town officers, respectively, having charge of such lands, may grant and convey such land to such company, for a compensation which shall be agreed upon between them, or may donate and convey the same without any compensation; and if they shall not agree upon the sale and price, the same may be taken by the company as is provided in other cases of taking lands by condemnation.

8. Before any corporation incorporated or organized otherwise than under the laws of this State shall be entitled to any of the rights granted by this chapter, it shall file in the office of the county recorder of each county in which the railroad, or any part, extension or branch thereof shall be situate, a copy of its certificate or articles of incorporation, or of the act or law by which it was created, with the certified list of its officers, in the manner and form required by law.
Nev. Rev. Stat. § 87A.700 — NV Code / Title 7 / Chapter 87A / Section 87A.700
Operation of domestic partnership in another jurisdiction
Status: in_force

To the extent permitted by the law of that jurisdiction, a limited partnership formed and existing under this chapter may conduct its business, carry on its operations and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.
Nev. Rev. Stat. § 87A.365 — NV Code / Title 7 / Chapter 87A / Section 87A.365
Liability of general partner
Status: in_force

1. Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.

2. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.

3. An obligation of a limited partnership incurred while the limited partnership is a registered limited-liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a registered limited-liability limited partnership under paragraph (b) of subsection 2 of NRS 87A.375 .
Nev. Rev. Stat. § 86.485 — NV Code / Title 7 / Chapter 86 / Section 86.485
Qualifications of plaintiff
Status: in_force

In a derivative action, the plaintiff must be a member at the time of the transaction of which the plaintiff complains.
Nev. Rev. Stat. § 87.431 — NV Code / Title 7 / Chapter 87 / Section 87.431
“Property” defined
Status: in_force

“ Property ” means all property, real, personal or mixed, tangible or intangible, or any interest therein.
Nev. Rev. Stat. § 90.440 — NV Code / Title 7 / Chapter 90 / Section 90.440
Withdrawal
Status: in_force

1. An application for a license may be withdrawn by the applicant without prejudice before the license becomes effective.

2. Withdrawal from licensing as a broker-dealer, sales representative, investment adviser or representative of an investment adviser becomes effective 30 days after receipt by the Administrator of an application to withdraw or within such shorter period as the Administrator determines, unless: (a) A proceeding to revoke or suspend is pending when the application is filed; (b) A proceeding to revoke or suspend or to impose conditions upon the withdrawal is instituted within 30 days after the application is filed; or (c) Additional information is requested by the Administrator regarding the application.

3. If a proceeding is pending or instituted under subsection 2, withdrawal becomes effective at the time and upon the conditions the Administrator by order determines. If additional information is requested, withdrawal is effective 30 days after the additional information is filed. Although no proceeding is pending or instituted and withdrawal becomes effective, the Administrator may institute a proceeding pursuant to NRS 90.420 within 2 years after withdrawal became effective and enter an order as of the last date on which licensing was effective.
Nev. Rev. Stat. § 78.335 — NV Code / Title 7 / Chapter 78 / Section 78.335
Directors: Removal; filling of vacancies
Status: in_force

1. Except as otherwise provided in this section, any director or one or more of the incumbent directors may be removed as a director only by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.

2. In the case of corporations which have provided in their articles of incorporation for the election of directors by cumulative voting, any director or directors who constitute fewer than all of the incumbent directors may not be removed as a director at any one time or as the result of any one transaction under the provisions of this section except upon the vote of stockholders owning sufficient shares to prevent each director's election at the time of removal.

3. The articles of incorporation may require the concurrence of more than two-thirds of the voting power of the issued and outstanding stock entitled to vote in order to remove one or more directors.

4. Whenever the holders of any class or series of shares are entitled to elect one or more directors, unless otherwise provided in the articles of incorporation, removal of any such director requires only the proportion of votes, specified in subsection 1, of the holders of that class or series, and not the votes of the outstanding shares as a whole.

5. All vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the articles of incorporation.

6. Unless otherwise provided in the articles of incorporation, when any director gives notice of resignation to the board, effective at a future date, the board may fill the vacancy to take effect when the resignation becomes effective. The director so appointed is to hold such position during the remainder of the term of office of the resigning director.

7. If the articles or bylaws provide that the holders of any class or series of shares are entitled to elect one or more directors under specified circumstances and that, upon termination of those specified circumstances, the right terminates and the directors elected by the holders of the class or series of shares are no longer directors, the termination of a director pursuant to such provisions in the articles or bylaws shall not be deemed a removal of the director pursuant to this section.

8. If a court of competent jurisdiction, or other governmental entity or regulatory agency with authority over the corporation, requires, without providing any other reasonable and practicable alternative, that any specified director of a corporation cease to be a director in order for the corporation to obtain, or avoid the suspension, conditioning or revocation of, any permit, license, registration, franchise, finding of suitability or similar authorization or approval required for the conduct of all or any material portion of the business of the corporation or any of its affiliates taken as a whole and such requirement is not appealable or has otherwise become final after declination or exhaustion of all appeals therefrom, then that specified director may be removed as a director by not less than a majority of the voting power of the other directors, even if less than a quorum, acting at a meeting and not by written consent and without a vote of the stockholders.
Nev. Rev. Stat. § 78.315 — NV Code / Title 7 / Chapter 78 / Section 78.315
Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting
Status: in_force

1. Unless the articles of incorporation or the bylaws provide for a greater or lesser proportion, a majority of the board of directors of the corporation then in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business, and the act of directors holding a majority of the voting power of the directors, present at a meeting at which a quorum is present, is the act of the board of directors.

2. Unless otherwise restricted by the articles of incorporation or bylaws, any action required or permitted to be taken at a meeting of the board of directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the board or of the committee, except that such written consent is not required to be signed by: (a) A common or interested director who abstains in writing from providing consent to the action. If a common or interested director abstains in writing from providing consent: (1) The fact of the common directorship, office or financial interest must be known to the board of directors or committee before a written consent is signed by all the members of the board of the committee. (2) Such fact must be described in the written consent. (3) The board of directors or committee must approve, authorize or ratify the action in good faith by unanimous consent without counting the abstention of the common or interested director. (b) A director who is a party to an action, suit or proceeding who abstains in writing from providing consent to the action of the board of directors or committee. If a director who is a party to an action, suit or proceeding abstains in writing from providing consent on the basis that he or she is a party to an action, suit or proceeding, the board of directors or committee must: (1) Make a determination pursuant to NRS 78.7502 that indemnification of the director is proper under the circumstances. (2) Approve, authorize or ratify the action of the board of directors or committee in good faith by unanimous consent without counting the abstention of the director who is a party to an action, suit or proceeding.

3. Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or the governing body of any corporation, or of any committee designated by such board or body, may participate in a meeting of the board, body or committee through electronic communications, videoconferencing, teleconferencing or other available technology if the corporation has implemented reasonable measures to: (a) Verify the identity of each person participating through such means as a director or member of the governing body or committee, as the case may be; and (b) Provide the directors or members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the directors or members, as the case may be, including an opportunity to communicate and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings.

4. Participation in a meeting pursuant to subsection 3 constitutes presence in person at the meeting.
Nev. Rev. Stat. § 88A.665 — NV Code / Title 7 / Chapter 88A / Section 88A.665
Cancellation of revoked certificate of trust without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a business trust whose certificate of trust has been revoked to cancel its certificate of trust without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 88A.900 , if the business trust provides evidence satisfactory to the Secretary of State that the business trust did not transact business in this State or as a business trust organized pursuant to the laws of this State: (a) During the entire period for which its certificate of trust was revoked; or (b) During a portion of the period for which its certificate of trust was revoked and the business trust paid the fees and penalties for the portion of that period in which the business trust transacted business in this State or as a business trust organized pursuant to the laws of this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.