Nev. Rev. Stat. § 86.171 — NV Code / Title 7 / Chapter 86 / Section 86.171
Name of company: Distinguishable name required; availability of name of revoked, merged or otherwise terminated company; limitations; regulations
Status: reserved

1. The name of a limited-liability company formed under the provisions of this chapter must contain the words “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” or “Limited” or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”

2. The name proposed for a limited-liability company must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of organization to the organizer, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of organization.

3. For the purposes of this section and NRS 86.176 , a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

4. The name of a limited-liability company whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

5. The Secretary of State shall not accept for filing any articles of organization for any limited-liability company if the name of the limited-liability company contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the limited-liability company: (a) Is registered pursuant to the provisions of chapter 628 of NRS ; or (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the limited-liability company is not engaged in the practice of accounting and is not offering to practice accounting in this State.

6. The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the word “bank” or “trust” unless: (a) It appears from the articles of organization or the certificate of amendment that the limited-liability company proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association, savings bank or thrift company; and (b) The articles of organization or certificate of amendment is first approved by the Commissioner of Financial Institutions.

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

8. Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless: (a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the limited-liability company are licensed to practice engineering pursuant to the laws of this State; or (b) The State Board of Professional Engineers and Land Surveyors certifies that the limited-liability company is exempt from the prohibitions of NRS 625.520 .

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

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

11. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 78.242 — NV Code / Title 7 / Chapter 78 / Section 78.242
Restrictions on transfer of stock and on amount of stock owned by person or group of persons
Status: in_force

1. Subject to the limitation imposed by NRS 104.8204 , a written restriction on the transfer or registration of transfer of the stock of a corporation, if permitted by this section, may be enforced against the holder of the restricted stock or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

2. A restriction on the transfer or registration of transfer of the stock of a corporation, or on the amount of a corporation's stock that may be owned by a person or group of persons, may be imposed by the articles of incorporation or by the bylaws or by an agreement among any number of stockholders or between or among one or more stockholders and the corporation. No restriction so imposed is binding upon any stockholder with respect to the shares of stock owned by such stockholder at the time the restriction is adopted, regardless of any later effective time of such restriction, unless such stockholder is a party to the agreement or voted in favor of the restriction.

3. A restriction on the transfer or the registration of transfer of shares is valid and enforceable against a transferee of the shares if the restriction is not prohibited by other law and: (a) The restriction is set forth in the articles of incorporation; (b) The existence of the restriction is noted conspicuously on the front or back of the stock certificate or is contained in the statement of information required by NRS 78.235 ; or (c) The transferee otherwise has, or reasonably should have, knowledge of the restriction.

4. A restriction on the transfer or registration of transfer of the stock of a corporation or on the amount of such stock that may be owned by any person or group of persons is permitted, without limitation by this enumeration, if it: (a) Obligates the stockholder first to offer to the corporation or to any other stockholder or stockholders of the corporation or to any other person or persons or to any combination of the foregoing a prior opportunity, to be exercised within a reasonable time, to acquire the stock; (b) Obligates the corporation or any stockholder of the corporation or any other person or any combination of the foregoing to purchase stock which is the subject of an agreement respecting the purchase and sale of the stock; (c) Requires the corporation or any stockholder or stockholders to: (1) Consent to any proposed transfer of the stock; (2) Approve the proposed transferee of stock; or (3) Approve the amount of stock of the corporation proposed to be acquired by any person or group of persons; (d) Prohibits or restricts the transfer of the stock to, or the ownership of stock by, designated persons or classes of persons, and such designation is not manifestly unreasonable; or (e) Prohibits or restricts the transfer or registration of transfer of the stock or the amount of stock of a corporation that may be owned by a person or group of persons, for any of the following purposes: (1) To maintain the corporation's status when it is dependent on the number or identity of its stockholders, including, without limitation, the corporation's status as an electing small business corporation under subchapter S of chapter 1 of subtitle A of the United States Internal Revenue Code, 26 U.S.C. §§ 1371 et seq., as amended, or any successor provision; (2) To maintain or preserve the corporation's status or exemptions under federal or state laws governing taxes or securities, including, without limitation, the qualification of the corporation as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto; (3) To maintain or preserve any other local, state, federal or foreign tax advantage to, or attribute of, the corporation or its stockholders, including, without limitation, net operating losses; (4) To maintain any statutory or regulatory advantage or to comply with any statutory or regulatory requirements under applicable local, state, federal or foreign law; or (5) For any other reasonable purpose.

5. For the purposes of this section, “ stock ” includes a security convertible into or carrying an option or other right to subscribe for or to acquire stock.
Nev. Rev. Stat. § 90.530 — NV Code / Title 7 / Chapter 90 / Section 90.530
Exempt transactions
Status: in_force

The following transactions are exempt from NRS 90.460 and 90.560 :

1. An isolated nonissuer transaction, whether or not effected through a broker-dealer.

2. A nonissuer transaction in an outstanding security if the issuer of the security has a class of securities subject to registration under section 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l , and has been subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78m and 78o(d) , for not less than 90 days next preceding the transaction, or has filed and maintained with the Administrator for not less than 90 days preceding the transaction information, in such form as the Administrator, by regulation, specifies, substantially comparable to the information the issuer would be required to file under section 12(b) or 12(g) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78l(b) and 78l(g) , were the issuer to have a class of its securities registered under section 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l , and paid a fee of $300 with the filing.

3. A nonissuer transaction by a sales representative licensed in this State, in an outstanding security if: (a) The security is sold at a price reasonably related to the current market price of the security at the time of the transaction; (b) The security does not constitute all or part of an unsold allotment to, or subscription or participation by, a broker-dealer as an underwriter of the security; (c) At the time of the transaction, a recognized securities manual designated by the Administrator by regulation or order contains the names of the issuer's officers and directors, a statement of the financial condition of the issuer as of a date within the preceding 18 months, and a statement of income or operations for each of the last 2 years next preceding the date of the statement of financial condition, or for the period as of the date of the statement of financial condition if the period of existence is less than 2 years; (d) The issuer of the security has not undergone a major reorganization, merger or acquisition within the preceding 30 days which is not reflected in the information contained in the manual; and (e) At the time of the transaction, the issuer of the security has a class of equity security listed on the New York Stock Exchange, American Stock Exchange or other exchange designated by the Administrator, or on the National Market System of the National Association of Securities Dealers Automated Quotation System. The requirements of this paragraph do not apply if: (1) The security has been outstanding for at least 180 days; (2) The issuer of the security is actually engaged in business and is not developing the issuer's business, in bankruptcy or in receivership; and (3) The issuer of the security has been in continuous operation for at least 5 years.

4. A nonissuer transaction in a security that has a fixed maturity or a fixed interest or dividend provision if there has been no default during the current fiscal year or within the 3 preceding years, or during the existence of the issuer, and any predecessors if less than 3 years, in the payment of principal, interest or dividends on the security.

5. A nonissuer transaction effected by or through a registered broker-dealer pursuant to an unsolicited order or offer to purchase.

6. A transaction between the issuer or other person on whose behalf the offering of a security is made and an underwriter, or a transaction among underwriters.

7. A transaction in a bond or other evidence of indebtedness secured by a real estate mortgage, deed of trust, personal property security agreement, or by an agreement for the sale of real estate or personal property, if the entire mortgage, deed of trust or agreement, together with all the bonds or other evidences of indebtedness secured thereby, is offered and sold as a unit.

8. A transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian or conservator.

9. A transaction executed by a bona fide secured party without the purpose of evading this chapter.

10. An offer to sell or the sale of a security to a financial or institutional investor or to a broker-dealer.

11. Except as otherwise provided in this subsection, a sale or an offer to sell securities of an issuer if: (a) The transaction is part of an issue in which there are not more than 35 purchasers in this State, other than those designated in subsection 10, during any 12 consecutive months; (b) No general solicitation or general advertising is used in connection with the offer to sell or sale of the securities; (c) No commission or other similar compensation is paid or given, directly or indirectly, to a person, other than a broker-dealer licensed or not required to be licensed under this chapter, for soliciting a prospective purchaser in this State; and (d) One of the following conditions is satisfied: (1) The seller reasonably believes that all the purchasers in this State, other than those designated in subsection 10, are purchasing for investment; or (2) Immediately before and immediately after the transaction, the issuer reasonably believes that the securities of the issuer are held by 50 or fewer beneficial owners, other than those designated in subsection 10, and the transaction is part of an aggregate offering that does not exceed $500,000 during any 12 consecutive months. The Administrator by rule or order as to a security or transaction or a type of security or transaction may withdraw or further condition the exemption set forth in this subsection or waive one or more of the conditions of the exemption.

12. An offer to sell or sale of a preorganization certificate or subscription if: (a) No commission or other similar compensation is paid or given, directly or indirectly, for soliciting a prospective subscriber; (b) No public advertising or general solicitation is used in connection with the offer to sell or sale; (c) The number of offers does not exceed 50; (d) The number of subscribers does not exceed 10; and (e) No payment is made by a subscriber.

13. An offer to sell or sale of a preorganization certificate or subscription issued in connection with the organization of a depository institution if that organization is under the supervision of an official or agency of a state or of the United States which has and exercises the authority to regulate and supervise the organization of the depository institution. For the purpose of this subsection, “ under the supervision of an official or agency ” means that the official or agency by law has authority to require disclosures to prospective investors similar to those required under NRS 90.490 , impound proceeds from the sale of a preorganization certificate or subscription until organization of the depository institution is completed, and require refund to investors if the depository institution does not obtain a grant of authority from the appropriate official or agency.

14. A transaction pursuant to an offer to sell to existing security holders of the issuer, including persons who at the time of the transaction are holders of transferable warrants exercisable within not more than 90 days after their issuance, convertible securities or nontransferable warrants, if: (a) No commission or other similar compensation, other than a standby commission, is paid or given, directly or indirectly, for soliciting a security holder in this State; or (b) The issuer first files a notice specifying the terms of the offer to sell, together with a nonrefundable fee of $300, and the Administrator does not by order disallow the exemption within the next 5 full business days.

15. A transaction involving an offer to sell, but not a sale, of a security not exempt from registration under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq., if: (a) A registration or offering statement or similar record as required under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq., has been filed, but is not effective; (b) A registration statement, if required, has been filed under this chapter, but is not effective; and (c) No order denying, suspending or revoking the effectiveness of registration, of which the offeror is aware, has been entered by the Administrator or the Securities and Exchange Commission, and no examination or public proceeding that may culminate in that kind of order is known by the offeror to be pending.

16. A transaction involving an offer to sell, but not a sale, of a security exempt from registration under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq., if: (a) A registration statement has been filed under this chapter, but is not effective; and (b) No order denying, suspending or revoking the effectiveness of registration, of which the offeror is aware, has been entered by the Administrator and no examination or public proceeding that may culminate in that kind of order is known by the offeror to be pending.

17. A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets or other reorganization to which the issuer, or its parent or subsidiary, and the other person, or its parent or subsidiary, are parties, if: (a) The securities to be distributed are registered under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq., before the consummation of the transaction; or (b) The securities to be distributed are not required to be registered under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq., written notice of the transaction and a copy of the materials, if any, by which approval of the transaction will be solicited, together with a nonrefundable fee of $300, are given to the Administrator at least 10 days before the consummation of the transaction and the Administrator does not, by order, disallow the exemption within the next 10 days.

18. A transaction involving the offer to sell or sale of one or more promissory notes each of which is directly secured by a first lien on a single parcel of real estate, or a transaction involving the offer to sell or sale of participation interests in the notes if the notes and participation interests are originated by a depository institution and are offered and sold subject to the following conditions: (a) The minimum aggregate sales price paid by each purchaser may not be less than $250,000; (b) Each purchaser must pay cash either at the time of the sale or within 60 days after the sale; and (c) Each purchaser may buy for the purchaser's own account only.

19. A transaction involving the offer to sell or sale of one or more promissory notes directly secured by a first lien on a single parcel of real estate or participating interests in the notes, if the notes and interests are originated by a mortgagee approved by the Secretary of Housing and Urban Development under sections 203 and 211 of the National Housing Act, 12 U.S.C. §§ 1709 and 1715b , and are offered or sold, subject to the conditions specified in subsection 18, to a depository institution or insurance company, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association or the Government National Mortgage Association.

20. A transaction between any of the persons described in subsection 19 involving a nonassignable contract to buy or sell the securities described in subsection 18 if the contract is to be completed within 2 years and if: (a) The seller of the securities pursuant to the contract is one of the parties described in subsection 18 or 19 who may originate securities; (b) The purchaser of securities pursuant to a contract is any other person described in subsection 19; and (c) The conditions described in subsection 18 are fulfilled.

21. A transaction involving one or more promissory notes secured by a lien on real estate, or participating interests in those notes, by a mortgage company licensed pursuant to chapter 645B of NRS to engage in those transactions.

22. A transaction involving an offer to sell or sale of a security to a Nevada certified investor if all of the following conditions are satisfied: (a) The transaction satisfies the requirements for exemption under section 3(a)(11) of the Securities Act of 1933, 15 U.S.C. § 77c(a)(11) and Rule 147 or 147A of the Securities and Exchange Commission, 17 C.F.R. § 230.147 or 230.147A . (b) The transaction satisfies any requirements established by the Administrator by regulation pursuant to NRS 90.533 . (c) For a transaction involving the sale of a security to a Nevada certified investor described in paragraph (b) of subsection 1 of NRS 90.257 , the transaction would not result in the Nevada certified investor investing more than 10 percent of the net worth of the investor in securities that were purchased by the Nevada certified investor in transactions exempt from NRS 90.460 and 90.560 pursuant to this subsection. For the purposes of meeting the requirements of this paragraph, the equity the Nevada certified investor holds in a primary residence must not account for more than 50 percent of the net worth of the Nevada certified investor. (d) The person offering to sell or selling the security has submitted to the Administrator: (1) A complete set of his or her fingerprints and written permission authorizing the Administrator to submit the fingerprints to the Central Repository for Nevada Records of Criminal History for its report on the criminal history of the person and for forwarding to the Federal Bureau of Investigation for its report on the criminal history of the person; (2) The latest available balance sheet of the issuer; and (3) A description of any compensation paid by the person offering to sell or selling the security to any person authorized to make decisions on behalf of or exert control over the management or operation of the person offering to sell or selling the security. (e) The person offering to sell or selling the security has made available to any Nevada certified investor wishing to purchase the security: (1) A full disclosure of any and all previous criminal convictions; and (2) The information submitted to the Administrator pursuant to subparagraphs (2) and (3) of paragraph (d).
Nev. Rev. Stat. § 77.300 — NV Code / Title 7 / Chapter 77 / Section 77.300
Addresses in filings
Status: in_force

Whenever a provision of this chapter requires that a filing state an address, the filing must state:

1. An actual street address or rural route box number in this State; and

2. A mailing address in this State, if different from the address under subsection 1.
Nev. Rev. Stat. § 87A.100 — NV Code / Title 7 / Chapter 87A / Section 87A.100
“Registered limited-liability limited partnership” defined
Status: in_force

“ Registered limited-liability limited partnership ” means a limited partnership:

1. Formed pursuant to an agreement governed by this chapter; and

2. Registered pursuant to and complying with NRS 87A.630 to 87A.655 , inclusive.
Nev. Rev. Stat. § 88A.060 — NV Code / Title 7 / Chapter 88A / Section 88A.060
“Registered office” defined
Status: in_force

“ Registered office ” means the office of a business trust maintained at the street address of its registered agent.
Nev. Rev. Stat. § 88.597 — NV Code / Title 7 / Chapter 88 / Section 88.597
Renewal of revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership
Status: in_force

1. Except as otherwise provided in NRS 88.5927 , any foreign limited partnership which has forfeited its right to transact business in this State under the provisions of this chapter may, upon complying with the provisions of NRS 88.594 , procure a renewal or revival of its right to transact business in this State 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 authorizing it to transact business in this State and amendments thereto, or existing certificate authorizing it to transact business in this State, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the foreign limited partnership, which must be the name of the foreign limited partnership at the time of the renewal or revival, or its name at the time of the expiration of its original certificate authorizing it to transact business in this State. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the right to transact business in this State is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) Whether or not the renewal or revival is to be perpetual and, if not perpetual, the time for which the renewal or revival is to continue. (5) That the foreign limited partnership desiring to renew or revive its right to transact business in this State is, or has been, organized and carrying on the business authorized by its existing or original certificate authorizing it to transact business in this State and amendments thereto, and desires to renew or continue through revival its transaction of business in this State pursuant to and subject to the provisions of this chapter. (b) A list of its general partners, or the equivalent thereof, and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the general partners of the foreign limited partnership.

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

3. A foreign limited partnership seeking to revive its original or amended certificate authorizing it to transact business in this State shall cause the certificate of revival to be signed by a person or persons designated or appointed by the general partners of the foreign limited partnership. The signing and filing of the certificate must be approved by the written consent of the general partners of the foreign limited partnership holding at least a majority of the voting power and must contain a recital that this consent was secured. The foreign limited partnership shall pay to the Secretary of State the fee required to qualify a foreign limited partnership to transact business in this State 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 transact business in this State of the foreign limited partnership named therein.

5. Except as otherwise provided in NRS 88.5945 , a renewal or revival pursuant to this section relates back to the date on which the foreign limited partnership's right to transact business in this State was forfeited and renews or revives the foreign limited partnership's right to transact business as if such right had at all times remained in full force.
Nev. Rev. Stat. § 87A.525 — NV Code / Title 7 / Chapter 87A / Section 87A.525
Liability of general partner and person withdrawn as general partner when claim against limited partnership barred
Status: in_force

If a claim against a dissolved limited partnership is barred under NRS 87A.515 or 87A.520 , any corresponding claim under NRS 87A.365 is also barred.
Nev. Rev. Stat. § 90.253 — NV Code / Title 7 / Chapter 90 / Section 90.253
“Investment Adviser Registration Depository” defined
Status: in_force

“ Investment Adviser Registration Depository ” means the Investment Adviser Registration Depository of the Financial Industry Regulatory Authority, or its successor, and the North American Securities Administrators Association or its successor.
Nev. Rev. Stat. § 87A.340 — NV Code / Title 7 / Chapter 87A / Section 87A.340
Limited duties of limited partners
Status: in_force

1. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.

2. A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

3. A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest.
Nev. Rev. Stat. § 87.547 — NV Code / Title 7 / Chapter 87 / Section 87.547
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

1. A registered limited-liability partnership may correct a record filed in the Office of the Secretary of State with respect to the registered limited-liability partnership if the record contains an inaccurate description of a partnership 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 registered limited-liability partnership must: (a) Prepare a certificate of correction that: (1) States the name of the registered limited-liability partnership; (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 a managing partner of the registered limited-liability partnership or by some other person specifically authorized by the registered limited-liability partnership 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 registered limited-liability partnership 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 registered limited-liability partnership 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. § 90.370 — NV Code / Title 7 / Chapter 90 / Section 90.370
Examinations: Requirement for licensure; administration; waiver
Status: in_force

1. Except as otherwise provided in NRS 90.372 , the Administrator by regulation or order may require an examination of an applicant applying for licensing under this chapter, a class of applicants, or a class of persons who will represent an investment adviser in performing an act that requires licensing as an investment adviser in this State.

2. Any examination required must be administered by the Administrator or the designee of the Administrator. Examinations may be oral or written, or both, and may differ for each class of applicants.

3. The Administrator by order may waive any requirement for examination imposed pursuant to subsection 1 as to any person or class of persons if the Administrator determines that an examination is not necessary for the protection of investors by reason of the training and experience of the applicant or class of applicants.
Nev. Rev. Stat. § 90.257 — NV Code / Title 7 / Chapter 90 / Section 90.257
“Nevada certified investor” defined
Status: in_force

1. “ Nevada certified investor ” means a natural person who is, or a married couple who each are, a resident of this State and who, at the time an offer to sell or sale of a security is made to the person or couple: (a) Holds an ownership interest of more than 50 percent in a business that has reported a gross revenue of more than $200,000 or 2 1 / 2 times the median household income, whichever is greater, on each federal income tax return filed for the 2 immediately preceding calendar years; or (b) Has reported an income on the federal income tax return of the person or couple filed for the immediately preceding calendar year that exceeds the greater of: (1) One hundred thousand dollars, if the person filed an individual federal income tax return, or $150,000, if the couple jointly filed a federal income tax return; or (2) The median household income.

2. As used in this section, “ median household income ” means the median household income in this State, as identified in the most recent data from the American Community Survey published by the Bureau of the Census of the United States Department of Commerce or as determined by the Administrator based on another source of data specified by the Administrator by regulation.
Nev. Rev. Stat. § 78A.080 — NV Code / Title 7 / Chapter 78A / Section 78A.080
Shareholders' agreements: Validity
Status: in_force

A written agreement among stockholders of a close corporation or any provision of the articles of incorporation or of the bylaws of the corporation that relates to any phase of the affairs of the corporation, including, but not limited to, the management of its business, the declaration and payment of dividends or other division of profits, the election of directors or officers, the employment of stockholders by the corporation or the arbitration of disputes is not invalid on the ground that it is an attempt by the parties to the agreement or by the stockholders of the corporation to treat the corporation as if it were a partnership or to arrange relations among the stockholders or between the stockholders and the corporation in a manner that would be appropriate only among partners.
Nev. Rev. Stat. § 82.336 — NV Code / Title 7 / Chapter 82 / Section 82.336
Delegates and members: Special meetings; notices
Status: in_force

1. A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if: (a) The board of directors or persons authorized to do so by the articles or bylaws demand such a meeting; or (b) At least 5 percent of the members demand such a meeting. The demand must state the purpose for the meeting. Those making the demand on the corporation must sign, date and deliver their demand to the president, chair of the board or the treasurer of the corporation. The corporation must then immediately give notice of a special meeting of delegates or members as set forth in subsections 2 to 7, inclusive, or subsection 9.

2. Whenever under the provisions of this chapter delegates or members are required or authorized to take any action at a meeting, the notice of the meeting must be in writing and signed by the president or the chair of the board or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the bylaws may prescribe or permit or the directors designate.

3. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this State, where it is to be held.

4. A copy of the notice must be delivered personally, mailed postage prepaid or given as provided in subsection 9 to each delegate or member, as the case may be, entitled to vote at the meeting not less than 10 nor more than 60 days before such meeting. If mailed, it must be directed to the person at his or her address as it appears upon the records of the corporation. Upon the mailing of any notice the service thereof is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail for transmission to the person. Personal delivery of the notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership.

5. The articles or bylaws may require that the notice be also published in one or more newspapers.

6. Notice duly delivered or mailed to a delegate or member in accordance with the provisions of this section and the provisions, if any, of the articles or bylaws is sufficient, and in the event of the transfer of a membership after the delivery or mailing and before the holding of the meeting it is not necessary to deliver or mail notice of the meeting to the transferee.

7. Any delegate or member may waive notice of any meeting by a writing signed by the delegate or member, or his or her duly authorized attorney, either before or after the meeting.

8. Unless otherwise provided in the articles or bylaws, whenever notice is required to be given, under any provision of this chapter or the articles or bylaws of any corporation, to any member to whom notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to the member during the period between those two consecutive annual meetings, have been mailed addressed to the member at his or her address as shown on the records of the corporation and have been returned undeliverable, the giving of further notices to the member is not required. Any action or meeting taken or held without notice to that person has the same force and effect as if the notice had been given. If any such person delivers to the corporation a written notice setting forth his or her current address, the requirement that notice be given to the person is reinstated. If the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this title, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection.

9. Any notice to members or delegates given by the corporation pursuant to any provision of this chapter, chapter 92A of NRS, the articles of incorporation or the bylaws is effective if given in the same manner that a corporation is required to give notice to its stockholders pursuant to NRS 78.370 .
Nev. Rev. Stat. § 81.921 — NV Code / Title 7 / Chapter 81 / Section 81.921
Apportionment and distribution of net earnings and losses
Status: in_force

1. The net earnings and losses of a worker cooperative must be apportioned and distributed at the time and in the manner specified by the articles of incorporation or bylaws of the worker cooperative.

2. Any net earnings declared as patronage dividends and paid to members must be apportioned among the members in the proportion of the patronage of each member during a given period of time to the total patronage by all members during that period of time.

3. The apportionment, distribution and payment of net earnings pursuant to this section may be in cash, credits, written notices of allocation or corporate shares issued by the worker cooperative.
Nev. Rev. Stat. § 86.483 — NV Code / Title 7 / Chapter 86 / Section 86.483
Authority of member to bring action
Status: in_force

A member, including a noneconomic member unless otherwise prohibited by the terms of the articles of organization or operating agreement, may bring an action in the right of a limited-liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.
Nev. Rev. Stat. § 87.130 — NV Code / Title 7 / Chapter 87 / Section 87.130
Partnership bound by partner's wrongful act
Status: in_force

Where by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his or her copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
Nev. Rev. Stat. § 81.730 — NV Code / Title 7 / Chapter 81 / Section 81.730
“Person” defined
Status: in_force

“ Person ” means an individual, corporation, business trust, statutory entity trust, estate, trust, partnership, limited-liability company, cooperative, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other legal or commercial entity.
Nev. Rev. Stat. § 87.4354 — NV Code / Title 7 / Chapter 87 / Section 87.4354
Power of partner to bind partnership after dissolution
Status: in_force

Subject to NRS 87.4355 , a partnership is bound by a partner's act after dissolution that:

1. Is appropriate for winding up the partnership business; or

2. Would have bound the partnership under NRS 87.4325 before dissolution, if the other party to the transaction did not have notice of the dissolution.
Nev. Rev. Stat. § 87A.600 — NV Code / Title 7 / Chapter 87A / Section 87A.600
Defaulting partnerships: Reinstatement or revival under old or new name; regulations
Status: reserved

1. Except as otherwise provided in subsection 2, if a foreign limited partnership applies to reinstate or revive its certificate of registration and its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign limited partnership must in its application for reinstatement or revival submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate or revive the foreign limited partnership under that new name.

2. If the applying foreign limited partnership submits the written, acknowledged consent of the artificial person having a name, or the person who has reserved a name, which is not distinguishable from the old name of the applying foreign limited partnership or a new name it has submitted, it may be reinstated or revived under that name.

3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 90.6115 — NV Code / Title 7 / Chapter 90 / Section 90.6115
“Designated reporter” defined
Status: in_force

“ Designated reporter ” means a person designated by a broker-dealer or investment adviser to receive reports of known or suspected exploitation of an older person or vulnerable person pursuant to NRS 90.6145 .
Nev. Rev. Stat. § 90.400 — NV Code / Title 7 / Chapter 90 / Section 90.400
Licensing of successor firms
Status: in_force

1. A licensed broker-dealer or investment adviser may file an application for licensing of a successor, whether or not the successor is then in existence, if the fee the Administrator prescribes for the application is submitted with the application.

2. If a broker-dealer or investment adviser succeeds to and continues the business of a licensed broker-dealer or investment adviser and the successor files an application for licensing within 30 days after the succession, the license of the predecessor remains effective as the license of the successor for 60 days after the succession.

3. Licensing of each licensed sales representative of the broker-dealer or licensed representative of the investment adviser filing an application pursuant to subsection 1 or 2 continues without a separate filing or fee upon the licensing of the successor.
Nev. Rev. Stat. § 82A.045 — NV Code / Title 7 / Chapter 82A / Section 82A.045
“Corporation for Public Broadcasting” defined
Status: in_force

“ Corporation for Public Broadcasting ” means the corporation established pursuant to 47 U.S.C. § 396(b) .
Nev. Rev. Stat. § 81.790 — NV Code / Title 7 / Chapter 81 / Section 81.790
Action or proceeding not abated by change in members or managers
Status: in_force

An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers.
Nev. Rev. Stat. § 86.5428 — NV Code / Title 7 / Chapter 86 / Section 86.5428
Employees’ liens for wages when company insolvent
Status: in_force

1. Whenever any limited-liability company becomes insolvent or is dissolved in any way or for any cause, the employees doing labor or service, of whatever character, in the regular employ of the company, have a lien upon the assets thereof for the amount of wages due to them, not exceeding $1,000, which have been earned within 3 months before the date of the insolvency or dissolution, which must be paid before any other debt of the company.

2. The word “employees” does not include any of the managers or managing members of the company.
Nev. Rev. Stat. § 81.170 — NV Code / Title 7 / Chapter 81 / Section 81.170
“Lawful business” defined; construction of NRS 81.170 to 81.270, inclusive
Status: in_force

1. NRS 81.170 to 81.270 , inclusive, being passed to promote association for mutual welfare, the words “lawful business” extend to every kind of lawful effort for business, education, industrial, benevolent, social or political purposes, whether conducted for profit or not.

2. NRS 81.170 to 81.270 , inclusive, must not be strictly construed, but their provisions must at all times be liberally construed with a view to effect their object and to promote their purposes.
Nev. Rev. Stat. § 82.456 — NV Code / Title 7 / Chapter 82 / Section 82.456
Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors; powers and duties of district court
Status: in_force

1. Actions available to or against a corporation or its directors, officers or members are limited as provided in NRS 78.585 .

2. A corporation dissolved under this chapter and its directors, trustees, receivers, members, creditors and the district court have all the rights, duties and liabilities they have with respect to dissolved corporations governed by chapter 78 of NRS as provided by NRS 78.585 and 78.615 .

3. The district court and the clerk of the court have the same powers and duties with respect to dissolved corporations governed by this chapter as they have with respect to dissolved corporations governed by chapter 78 of NRS as provided in NRS 78.600 , 78.605 , 78.615 and 78.620 .
Nev. Rev. Stat. § 90.750 — NV Code / Title 7 / Chapter 90 / Section 90.750
Regulations, forms and orders
Status: in_force

1. The Administrator may adopt regulations further defining such words and terms as are necessary for an understanding of the provisions of this chapter and any regulations adopted pursuant thereto.

2. To keep regulations adopted by the Administrator in harmony with the regulations adopted by the Securities and Exchange Commission under the federal securities laws and to encourage uniformity with the regulations of securities agencies and administrators in other states, the Administrator, so far as is consistent with this chapter, shall take into consideration: (a) The regulations adopted by the Securities and Exchange Commission; (b) The regulations of securities agencies and administrators in other states that enact a law comparable to this chapter; and (c) Any model rule, regulation, exemption or like provision adopted by the North American Securities Administrators Association.

3. Unless other criteria are specifically provided in this chapter or special provision is made for an emergency, a regulation or order may not be adopted or entered unless the Administrator determines from evidence adduced at a public hearing and entered in the record, showing specifically how the applicable criteria are satisfied, that the action is: (a) In the public interest and appropriate for the protection of investors; and (b) Consistent with the purposes fairly intended by the provisions of this chapter.

4. The Administrator may use his or her own experience, technical competence, specialized knowledge, and judgment in the adoption of a regulation.

5. The Administrator by regulation or order may prescribe: (a) The form and content of financial statements required under this chapter; (b) The circumstances under which consolidated financial statements must be filed; and (c) Whether a required financial statement must be certified and by whom. Unless the Administrator by regulation or order provides otherwise, a financial statement required under this chapter must be prepared in accordance with generally accepted accounting principles or other accounting principles as are prescribed for the issuer of the financial statement by the Securities and Exchange Commission.
Nev. Rev. Stat. § 78.235 — NV Code / Title 7 / Chapter 78 / Section 78.235
Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement
Status: in_force

1. Except as otherwise provided in subsection 4, every stockholder is entitled to have a certificate, signed by officers or agents designated by the corporation for the purpose, certifying the number of shares in the corporation owned by the stockholder. A corporation has no power to issue a certificate in bearer form, and any such certificate that is issued is void and of no force or effect.

2. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If a corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities.

3. If any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any certificate or certificates for stock cease to be an officer or officers of the corporation, whether because of death, resignation or other reason, before the certificate or certificates have been delivered by the corporation, the certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed the certificate or certificates, or whose facsimile signature or signatures have been used thereon, had not ceased to be an officer or officers of the corporation.

4. Unless otherwise provided in the articles of incorporation or bylaws, the board of directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered to the corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by a specific statute, the rights and obligations of stockholders are identical whether or not their shares of stock are represented by certificates.

5. Within a reasonable time after the issuance of uncertificated shares or the transfer of uncertificated shares on the books of the corporation, the corporation shall send the stockholder of record a written statement containing the information that otherwise would be required on the certificates for such shares pursuant to subsection 1. Within 10 days after receipt of a written request from a stockholder of record, the corporation shall send the stockholder of record a written statement confirming the information contained in the informational statement previously sent to the stockholder of record pursuant to this subsection.

6. Unless otherwise provided in the articles of incorporation or bylaws, a corporation may issue a new certificate of stock or, if authorized by the board of directors pursuant to subsection 4, uncertificated shares in place of a certificate previously issued by it and alleged to have been lost, stolen or destroyed. A corporation may require an owner or legal representative of an owner of a lost, stolen or destroyed certificate to give the corporation a bond or other security sufficient to indemnify it against any claim that may be made against it for the alleged loss, theft or destruction of a certificate, or the issuance of a new certificate or uncertificated shares.
Nev. Rev. Stat. § 88.425 — NV Code / Title 7 / Chapter 88 / Section 88.425
Voting rights
Status: in_force

Subject to NRS 88.430 , the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis upon any matter.
Nev. Rev. Stat. § 90.670 — NV Code / Title 7 / Chapter 90 / Section 90.670
Statute of limitations
Status: in_force

A person may not sue under NRS 90.660 unless suit is brought within the earliest of 2 years after the discovery of the violation, 2 years after discovery should have been made by the exercise of reasonable care, or 5 years after the act, omission or transaction constituting the violation.
Nev. Rev. Stat. § 90.2775 — NV Code / Title 7 / Chapter 90 / Section 90.2775
“Qualifying private fund” defined
Status: in_force

“Qualifying private fund” has the meaning ascribed to it in 17 C.F.R. § 275.203(m)-1 .
Nev. Rev. Stat. § 78.431 — NV Code / Title 7 / Chapter 78 / Section 78.431
“Subsidiary” defined
Status: in_force

“ Subsidiary ” of any resident domestic corporation means any other entity of which a majority of the voting power is held, directly or indirectly, by the resident domestic corporation.
Nev. Rev. Stat. § 91.030 — NV Code / Title 7 / Chapter 91 / Section 91.030
“Administrator” defined
Status: in_force

“ Administrator ” means the Deputy of Securities appointed pursuant to NRS 225.060 .
Nev. Rev. Stat. § 87A.160 — NV Code / Title 7 / Chapter 87A / Section 87A.160
Powers
Status: in_force

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
Nev. Rev. Stat. § 89.030 — NV Code / Title 7 / Chapter 89 / Section 89.030
Applicability of chapters 78 and 86 of NRS
Status: in_force

The laws applicable to other Nevada corporations organized under chapter 78 of NRS and limited-liability companies organized under chapter 86 of NRS and all rights, privileges and duties thereunder shall apply to professional corporations and professional limited-liability companies, respectively, except where such laws are in conflict with or inconsistent with the provisions of this chapter. In case of conflict, the provisions of this chapter shall apply.
Nev. Rev. Stat. § 81.705 — NV Code / Title 7 / Chapter 81 / Section 81.705
Definitions
Status: in_force

As used in NRS 81.700 to 81.890 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 81.710 to 81.740 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 90.660 — NV Code / Title 7 / Chapter 90 / Section 90.660
Civil liability
Status: in_force

1. A person who offers or sells a security in violation of any of the following provisions: (a) Subsection 1 of NRS 90.310 ; (b) NRS 90.460 ; (c) Subsection 10 of NRS 90.500 ; (d) Subsection 2 of NRS 90.570 ; (e) Subsection 2 of NRS 90.610 ; or (f) A condition imposed in subsection 8 or 9 of NRS 90.500 , is liable to the person purchasing the security. Upon tender of the security, the purchaser may recover the consideration paid for the security and interest at the legal rate of this State from the date of payment, costs and reasonable attorney's fees, less the amount of income received on the security. A purchaser who no longer owns the security may recover damages. Damages are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, plus interest at the legal rate of this State from the date of disposition of the security, costs and reasonable attorney's fees determined by the court. Tender requires only notice of willingness to exchange the security for the amount specified.

2. A person who offers or sells a security in violation of subsection 2 of NRS 90.570 is not liable under subsection 1 of this section if: (a) The purchaser knew that a statement of a material fact was untrue or that there was an omission of a statement of a material fact; or (b) The seller did not know and in the exercise of reasonable care could not have known of the untrue statement or misleading omission.

3. A person who willfully participates in any act or transaction in violation of NRS 90.580 is liable to a person who purchases or sells a security, other than a security traded on a national securities exchange or quoted on a national automated quotation system administered by a self-regulatory organization, at a price that was affected by the act or transaction for the damages sustained as a result of the act or transaction. Damages are the difference between the price at which the securities were purchased or sold and the market value the securities would have had at the time of the person's purchases or sale in the absence of the act or transaction, plus interest at the legal rate of this State from the date of the act or transaction and reasonable attorney's fees.

4. A person who directly or indirectly controls another person who is liable under subsection 1 or 3, a partner, officer or director of the person liable, a person occupying a similar status or performing similar functions, any agent of the person liable, an employee of the person liable if the employee materially aids in the act, omission or transaction constituting the violation, and a broker-dealer or sales representative who materially aids in the act, omission or transaction constituting the violation, are also liable jointly and severally with and to the same extent as the other person, but it is a defense that the person did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by which the liability is alleged to exist. With respect to a person who directly or indirectly, controls another person who is liable under subsection 3, it is also a defense that the controlling person acted in good faith and did not, directly or indirectly, induce the act, omission or transaction constituting the violation. Contribution among the several persons liable is the same as in cases arising out of breach of contract.
Nev. Rev. Stat. § 92A.162 — NV Code / Title 7 / Chapter 92A / Section 92A.162
Approval of plan of merger, conversion or exchange for nonprofit cooperative corporation
Status: in_force

Unless otherwise provided in the articles of incorporation, a plan of merger, conversion or exchange involving a nonprofit cooperative corporation must be approved and adopted by the board of directors.
Nev. Rev. Stat. § 88.010 — NV Code / Title 7 / Chapter 88 / Section 88.010
Short title
Status: in_force

This chapter may be cited as the Uniform Limited Partnership Act.
Nev. Rev. Stat. § 81.600 — NV Code / Title 7 / Chapter 81 / Section 81.600
“Director” defined
Status: in_force

“Director” means a director, trustee, person or persons constituting the controlling board of a charitable organization.
Nev. Rev. Stat. § 87.565 — NV Code / Title 7 / Chapter 87 / Section 87.565
Secretary of State authorized to adopt certain regulations to allow partnership to carry out powers and duties through most recent technology
Status: in_force

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms “meeting,” “writing,” “written” and other terms to allow a partnership or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.
Nev. Rev. Stat. § 78.418 — NV Code / Title 7 / Chapter 78 / Section 78.418
“Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control
Status: in_force

1. Except as otherwise provided in subsection 2: (a) “ Control ,” used alone or in the terms “ controlling ,” “ controlled by ” and “ under common control with ,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. (b) A person's beneficial ownership of 10 percent or more of the voting power of a corporation's outstanding voting shares creates a presumption that the person has control of the corporation: (1) In the absence of proof by a preponderance of the evidence to the contrary; or (2) Unless any other stockholder of the corporation, other than an affiliate or associate of the person, is the beneficial owner of an equal or greater percentage of the voting power of the corporation's outstanding voting shares.

2. A person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of circumventing the provisions of this chapter, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation.
Nev. Rev. Stat. § 86.351 — NV Code / Title 7 / Chapter 86 / Section 86.351
Nature and transfer of member's interest; rights of transferee; substituted members
Status: in_force

1. The interest of each member of a limited-liability company is personal property. The articles of organization or operating agreement may prohibit or regulate the transfer of a member's interest. Unless otherwise provided in the articles or operating agreement, a transferee of a member's interest has no right to participate in the management of the business and affairs of the company or to become a member unless a majority in interest of the other members approve the transfer. If so approved, the transferee becomes a substituted member. The transferee is only entitled to receive the share of profits or other compensation by way of income, and the return of contributions, to which the transferor would otherwise be entitled.

2. A substituted member has all the rights and powers and is subject to all the restrictions and liabilities of the transferor, except that the substitution of the transferee does not release the transferor from any liability to the company.
Nev. Rev. Stat. § 87A.175 — NV Code / Title 7 / Chapter 87A / Section 87A.175
Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations
Status: reserved

1. Except as otherwise provided in NRS 87A.635 , the name proposed for a limited partnership as set forth in its certificate of limited partnership: (a) Must contain the words “Limited Partnership,” or the abbreviation “LP” or “L.P.”; (b) May contain the name of any partner; and (c) 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 on the certificate of 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 filer, unless the written, acknowledged consent to the use of the same or the requested similar name of the holder of the name on file or reserved name accompanies the certificate of limited partnership.

2. For the purposes of this section, a proposed name is not distinguished from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

3. The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the limited partnership: (a) Is registered pursuant to the provisions of chapter 628 of NRS ; or (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the limited partnership is not engaged in the practice of accounting and is not offering to practice accounting in this State.

4. The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the word “bank” or “trust” unless: (a) It appears from the certificate of limited partnership that the limited partnership proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association, savings bank or thrift company; and (b) The certificate of limited partnership is first approved by the Commissioner of Financial Institutions.

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

6. Except as otherwise provided in subsection 5, the Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless: (a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the limited partnership are licensed to practice engineering pursuant to the laws of this State; or (b) The State Board of Professional Engineers and Land Surveyors certifies that the limited partnership is exempt from the prohibitions of NRS 625.520 .

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

8. The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the 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 limited partnership that the purpose of the 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 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 .

9. The name of a 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.

10. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 81.765 — NV Code / Title 7 / Chapter 81 / Section 81.765
Statement of authority as to real property
Status: in_force

1. An interest in real property held in the name of an unincorporated nonprofit association may be transferred by a person authorized to do so in a statement of authority recorded by the association in the office of the county recorder in which a transfer of the property would be recorded.

2. A statement of authority must set forth: (a) The name of the unincorporated nonprofit association; (b) The address in this State, including the street address, if any, of the association or, if the association does not have an address in this State, its out-of-state address; (c) That the association is an unincorporated nonprofit association; and (d) The name, title or position of a person authorized to transfer an estate or interest in real property held in the name of the association.

3. A statement of authority must be executed in the same manner as a deed by a person other than the person authorized in the statement to transfer the interest.

4. A county recorder may collect a fee for recording a statement of authority in the amount authorized for recording a transfer of real property.

5. A document amending, revoking or cancelling a statement of authority or stating that the statement is unauthorized or erroneous must meet the requirements for executing and recording an original statement.

6. Unless cancelled earlier, a recorded statement of authority and its most recent amendment expire 5 years after the date of the most recent recording.

7. If the record title to real property is in the name of an unincorporated nonprofit association and the statement of authority is recorded in the office of the county recorder in which a transfer of the property would be recorded, the authority of the person named in the statement to transfer is conclusive in favor of a person that gives value without notice that the person lacks authority.

8. As used in this section, “ statement of authority ” means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association.
Nev. Rev. Stat. § 81.795 — NV Code / Title 7 / Chapter 81 / Section 81.795
Venue
Status: in_force

Unless otherwise provided by law other than the provisions of NRS 81.700 to 81.890 , inclusive, venue of an action against an unincorporated nonprofit association brought in this State is determined under the statutes applicable to an action brought in this State against a corporation.
Nev. Rev. Stat. § 78.265 — NV Code / Title 7 / Chapter 78 / Section 78.265
Preemptive rights of stockholders in corporations organized before October 1, 1991
Status: in_force

1. The provisions of this section apply to corporations organized in this State before October 1, 1991.

2. Except to the extent limited or denied by this section or the articles of incorporation, shareholders have a preemptive right to acquire unissued shares, treasury shares or securities convertible into such shares.

3. Unless otherwise provided in the articles of incorporation: (a) A preemptive right does not exist: (1) To acquire any shares issued to directors, officers or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote or when authorized by a plan approved by such a vote of shareholders; (2) To acquire any shares sold for a consideration other than cash; (3) To acquire any shares issued at the same time that the shareholder who claims a preemptive right acquired his or her shares; (4) To acquire any shares issued as part of the same offering in which the shareholder who claims a preemptive right acquired his or her shares; or (5) To acquire any shares, treasury shares or securities convertible into such shares, if the shares or the shares into which the convertible securities may be converted are upon issuance registered pursuant to section 12 of the Securities Exchange Act, 15 U.S.C. § 78l . (b) Holders of shares of any class that is preferred or limited as to dividends or assets are not entitled to any preemptive right. (c) Holders of common stock are not entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock. (d) Holders of common stock without voting power have no preemptive right to shares of common stock with voting power. (e) The preemptive right is only an opportunity to acquire shares or other securities upon such terms as the board of directors fixes for the purpose of providing a fair and reasonable opportunity for the exercise of such right.
Nev. Rev. Stat. § 91.100 — NV Code / Title 7 / Chapter 91 / Section 91.100
“Commodity option” defined
Status: in_force

“Commodity option” means any account, agreement or contract giving a party thereto the right but not the obligation to purchase or sell one or more commodities or one or more commodity contracts, whether characterized as an option, privilege, indemnity, bid, offer, put, call, advance guaranty, decline guaranty or otherwise, but does not include an option traded on a national securities exchange registered with the Securities and Exchange Commission.
Nev. Rev. Stat. § 76.103 — NV Code / Title 7 / Chapter 76 / Section 76.103
Certain manufacturers not required to obtain state business license
Status: in_force

1. A manufacturer who maintains a registered agent in this State solely because of the requirements set forth in NRS 370.680 and who is not otherwise required to obtain a state business license pursuant to NRS 76.100 is not deemed, pursuant to subparagraph (3) of paragraph (a) of subsection 7 of NRS 76.100 , to conduct a business in this State.

2. As used in this section, “ manufacturer ” has the meaning ascribed to it in NRS 370.0315 .
Nev. Rev. Stat. § 78.280 — NV Code / Title 7 / Chapter 78 / Section 78.280
Purchase by corporation of its own stock at assessment sale when no other available purchaser
Status: in_force

1. Every corporation in this State may, whenever at any assessment sale of the stock of the corporation no person will take the stock and pay the assessment, or amount unpaid and due thereon and costs, purchase such stock and hold the stock for the benefit of the corporation.

2. All purchases of its own stock by any corporation in this State which have been previously made at assessment sales whereat outside persons have failed to bid, and which purchases were for the amount of assessments due, and costs or otherwise, are valid, and vest the legal title to the stock in the corporation.

3. The stock so purchased is subject to the control of the remaining stockholders, who may dispose of the stock as they may deem fit.

4. Whenever any portion of the stock of any corporation is held by the corporation by purchase or otherwise, a majority of the remaining shares of stock in the corporation is a majority of the shares of the stock in the incorporated company, for all purposes of election or voting on any question before a stockholders' meeting.
Nev. Rev. Stat. § 78.028 — NV Code / Title 7 / Chapter 78 / Section 78.028
Filing of records written in language other than English
Status: in_force

No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.
Nev. Rev. Stat. § 90.453 — NV Code / Title 7 / Chapter 90 / Section 90.453
Registration required; exemption; regulations; investigation of persons associated with applicant; denial, suspension or revocation
Status: in_force

1. Except as otherwise provided in subsection 2, a person shall not operate a securities exchange in this State unless it has been registered with the Securities Division.

2. A securities exchange which is registered with the United States Securities and Exchange Commission is exempt from the requirements for registration set forth in this section.

3. The Administrator shall adopt regulations necessary to carry out the provisions of this section, including regulations prescribing: (a) Requirements for the registration and operation of a securities exchange; (b) The fees for the registration of a securities exchange; and (c) The requirements for bonding and minimum capitalization of a securities exchange.

4. The Administrator shall investigate the qualifications of each person associated with an applicant for registration as a securities exchange. The applicant shall pay the cost of the investigation.

5. The Administrator may deny, suspend or revoke the registration of a securities exchange, or place conditions, limitations or restrictions on the registration, if the Administrator determines that such action is in the public interest and any of the provisions of subsection 1 of NRS 90.420 are applicable to a person associated with the securities exchange.
Nev. Rev. Stat. § 81.500 — NV Code / Title 7 / Chapter 81 / Section 81.500
General powers
Status: in_force

1. Each corporation incorporated under NRS 81.410 to 81.540 , inclusive, has the powers granted by the provisions of other laws of Nevada relating to private corporations which are not inconsistent with those granted by NRS 81.410 to 81.540 , inclusive.

2. In addition to the powers granted in subsection 1, each corporation has the following powers: (a) To appoint such agents and officers as its business may require, and such appointed agents may be either natural persons or corporations. (b) To admit natural persons and corporations to membership in the corporation. (c) To expel any member pursuant to the provisions of its bylaws. (d) To forfeit the membership of any member for violation of any agreement between the member and the corporation or for the member’s violation of its bylaws. (e) To purchase, lease, or otherwise acquire, hold, own and enjoy, sell, lease, mortgage and otherwise encumber and dispose of any and all and every kind of real and personal property, except as otherwise provided in NRS 81.505 . (f) To carry on any and all operations necessary or convenient in connection with the transaction of any of its business.
Nev. Rev. Stat. § 88A.210 — NV Code / Title 7 / Chapter 88A / Section 88A.210
Filing requirements; required and optional provisions of certificate of trust
Status: in_force

1. One or more persons may create a business trust by adopting a governing instrument and signing and filing with the Secretary of State a certificate of trust. The certificate of trust must set forth: (a) The name of the business trust; (b) The name and address, either residence or business, of at least one trustee; (c) The information required pursuant to NRS 77.310 ; (d) The name and address, either residence or business, of each person signing the certificate of trust; and (e) Any other information the trustees determine to include.

2. Upon the filing of the certificate of trust with the Secretary of State and the payment to the Secretary of State of the required filing fee, the Secretary of State shall issue to the business trust a certificate that the required records with the required content have been filed. From the date of that filing, the business trust is legally formed pursuant to this chapter.

3. Except as otherwise provided in the governing instrument, a business trust organized on or after October 1, 2011, is deemed to be an entity separate from its trustee or trustees and beneficial owner. Except as otherwise provided in the governing instrument, a business trust may hold or take title to property in its own name, or in the name of a trustee in the trustee's capacity as trustee, whether in an active, passive or custodial capacity. The provisions of this subsection do not change the status of any business trust existing as an entity or aggregation before October 1, 2011.

4. Neither the use of the designation “business trust” nor a statement in a governing instrument or certificate of trust to the effect that the trust formed thereby is or will qualify as a business trust under this chapter creates a presumption or inference that the trust so formed is a business trust for the purposes of Title 11 of the United States Code.
Nev. Rev. Stat. § 82A.210 — NV Code / Title 7 / Chapter 82A / Section 82A.210
Exemptions
Status: in_force

The requirement to disclose information set forth in NRS 82A.200 does not apply to a solicitation that is:

1. Directed only to a total of fewer than 15 persons annually;

2. Directed 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 or nonprofit organization;

3. 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;

4. Conducted by a public broadcast organization which meets the eligibility requirements established by the Corporation for Public Broadcasting;

5. Conducted by a church or one or more of its integrated auxiliaries or by a convention or association of churches that is exempt from taxation pursuant to section 501(c)(3) of the Internal Revenue Code , 26 U.S.C. § 501(c)(3) , and exempt from filing an annual return pursuant to section 6033 of the Internal Revenue Code , 26 U.S.C. § 6033 ;

6. A charitable promotion, service or activity conducted or facilitated by a for-profit entity or business located in this State if: (a) The sale of the goods, services or participation by the for-profit entity or business is incidental to the ordinary transaction of its business; and (b) The value of the goods, services or participation acquired by the purchaser or participant is de minimis;

7. Direct sales of tangible goods, items or services by a charitable organization or nonprofit organization in which the amount paid for the good, item or service is reasonably proportionate to the current market or face value of the good, item or service; or

8. An application or request for a grant, contract or similar funding from a foundation, corporation, nonprofit organization, governmental agency or similar entity which has an established application and review procedure for consideration of such applications or requests.
Nev. Rev. Stat. § 81.775 — NV Code / Title 7 / Chapter 81 / Section 81.775
Assertion and defense of claims
Status: in_force

1. An unincorporated nonprofit association may sue or be sued in its own name.

2. A member or manager may assert a claim the member or manager has against the unincorporated nonprofit association. An association may assert a claim it has against a member or manager.
Nev. Rev. Stat. § 87A.360 — NV Code / Title 7 / Chapter 87A / Section 87A.360
Limited partnership liable for actionable conduct of general partner
Status: in_force

1. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.

2. If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
Nev. Rev. Stat. § 88A.410 — NV Code / Title 7 / Chapter 88A / Section 88A.410
Derivative actions: Authority of beneficial owner to bring action; qualifications of plaintiff; pleading; expenses
Status: in_force

1. A beneficial owner may maintain an action in the right of a business trust to recover a judgment in its favor if trustees having authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is unlikely to succeed.

2. In a derivative action, the plaintiff must be a beneficial owner at the time of bringing the action and: (a) The plaintiff must have been a beneficial owner at the time of the transaction of which the plaintiff complains; or (b) The plaintiff’s status as a beneficial owner must have devolved upon the plaintiff by operation of law or pursuant to a provision of the certificate of trust or the governing instrument from a person who was a beneficial owner at the time of the transaction.

3. In a derivative action, the complaint must state with particularity the effort, if any, of the plaintiff to cause the trustees to bring the act, or the reasons for not making the effort.

4. If a derivative action is successful, in whole or in part, or if anything is received by the business trust through judgment or settlement of the action, the court may award the plaintiff reasonable expenses, including attorney's fees. If the plaintiff receives any proceeds of judgment or settlement, the court shall make the award of the plaintiff’s expenses payable from those proceeds and remit the remainder to the business trust. If the proceeds received by the plaintiff are less than the expenses awarded, the court may direct all or part of the remainder of the award to be paid by the business trust.

5. A beneficial owner's right to bring a derivative action may be subject to additional standards and restrictions set forth in the governing instrument, including, without limitation, a requirement that beneficial owners of a specified beneficial interest join in the action.
Nev. Rev. Stat. § 90.420 — NV Code / Title 7 / Chapter 90 / Section 90.420
Grounds for denial, suspension, revocation, fine or condition
Status: in_force

1. The Administrator by order may deny, suspend or revoke any license, fine any licensed person, limit the activities governed by this chapter that an applicant or licensed person may perform in this State, bar an applicant or licensed person from association with a licensed broker-dealer or investment adviser or bar from employment with a licensed broker-dealer or investment adviser a person who is a partner, officer, director, sales representative, investment adviser or representative of an investment adviser, or a person occupying a similar status or performing a similar function for an applicant or licensed person, if the Administrator finds that the order is in the public interest and that the applicant or licensed person or, in the case of a broker-dealer or investment adviser, any partner, officer, director, sales representative, investment adviser, representative of an investment adviser, or person occupying a similar status or performing similar functions or any person directly or indirectly controlling the broker-dealer or investment adviser, or any transfer agent or any person directly or indirectly controlling the transfer agent: (a) Has filed an application for licensing with the Administrator which, as of its effective date, or as of any date after filing in the case of an order denying effectiveness, was incomplete in a material respect or contained a statement that was, in light of the circumstances under which it was made, false or misleading with respect to a material fact; (b) Has violated or failed to comply with a provision of this chapter as now or formerly in effect or a regulation or order adopted or issued under this chapter; (c) Is the subject of an adjudication or determination after notice and opportunity for hearing, within the last 5 years by a securities agency or administrator of another state or a court of competent jurisdiction that the person has violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act or the securities law of any other state, but only if the acts constituting the violation of that state's law would constitute a violation of this chapter had the acts taken place in this State; (d) Has been convicted of a felony or, within the previous 10 years has been convicted of a misdemeanor, which the Administrator finds: (1) Involves the purchase or sale of a security, taking a false oath, making a false report, bribery, perjury, burglary, robbery or conspiracy to commit any of the foregoing offenses; (2) Arises out of the conduct of business as a broker-dealer, investment adviser, depository institution, insurance company or fiduciary; (3) Involves the larceny, theft, robbery, extortion, forgery, counterfeiting, fraudulent concealment, embezzlement, fraudulent conversion or misappropriation of money or securities or conspiracy to commit any of the foregoing offenses; or (4) Involves moral turpitude; (e) Is or has been permanently or temporarily enjoined by any court of competent jurisdiction, unless the order has been vacated, from acting as an investment adviser, representative of an investment adviser, underwriter, broker-dealer or as an affiliated person or employee of an investment company, depository institution or insurance company or from engaging in or continuing any conduct or practice in connection with any of the foregoing activities or in connection with the purchase or sale of a security; (f) Is or has been the subject of an order of the Administrator, unless the order has been vacated, denying, suspending or revoking the person's license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent; (g) Is or has been the subject of any of the following orders which were issued within the last 5 years, unless the order has been vacated: (1) An order by the securities agency or administrator of another state, jurisdiction, Canadian province or territory, the Commodity Futures Trading Commission, or by the Securities and Exchange Commission or a comparable regulatory agency of another country, entered after notice and opportunity for hearing, denying, suspending or revoking the person's license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent; (2) A suspension or expulsion from membership in or association with a member of a self-regulatory organization; (3) An order by a self-regulatory organization that prohibits the person from serving, indefinitely or for a specified period, as a principal or in a supervisory capacity within a business or organization which is a member of a self-regulatory organization; (4) An order of the United States Postal Service relating to fraud; (5) An order to cease and desist entered after notice and opportunity for hearing by the Administrator, the securities agency or administrator of another state, jurisdiction, Canadian province or territory, the Securities and Exchange Commission or a comparable regulatory agency of another country, or the Commodity Futures Trading Commission; or (6) An order by the Commodity Futures Trading Commission denying, suspending or revoking registration under the Commodity Exchange Act; (h) Has engaged in unethical or dishonest practices in the securities business; (i) Is insolvent, either in the sense that liabilities exceed assets or in the sense that obligations cannot be met as they mature, but the Administrator may not enter an order against a broker-dealer or investment adviser under this paragraph without a finding of insolvency as to the broker-dealer or investment adviser; (j) Has failed to pay a tax as required pursuant to the provisions of chapter 363A or 363C of NRS ; (k) Is determined by the Administrator in compliance with NRS 90.430 not to be qualified on the basis of lack of training, experience and knowledge of the securities business; or (l) Has failed reasonably to supervise a sales representative, employee or representative of an investment adviser.

2. The Administrator may not institute a proceeding on the basis of a fact or transaction known to the director when the license became effective unless the proceeding is instituted within 90 days after issuance of the license.

3. If the Administrator finds that an applicant or licensed person is no longer in existence or has ceased to do business as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent or is adjudicated incapacitated or subjected to the control of a committee, conservator or guardian or cannot be located after reasonable search, the Administrator may by order deny the application or revoke the license.
Nev. Rev. Stat. § 82.031 — NV Code / Title 7 / Chapter 82 / Section 82.031
“Member” defined
Status: in_force

Unless otherwise provided in the articles or bylaws, the word “member” means, without regard to what a person is called in the articles or bylaws, any person who on more than one occasion has the right pursuant to the articles or bylaws to vote for the election of a director or directors. A person is not a member by virtue of any rights he or she has as a delegate or director or any rights he or she has to designate a director or directors.
Nev. Rev. Stat. § 92A.205 — NV Code / Title 7 / Chapter 92A / Section 92A.205
Filing requirements for conversions
Status: in_force

1. After a plan of conversion is approved as required by this chapter, if the resulting entity is a domestic entity, the constituent entity shall, at the time of filing the articles of conversion, deliver to the Secretary of State for filing: (a) Articles of conversion setting forth: (1) The name and jurisdiction of organization of the constituent entity and the resulting entity; and (2) That a plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. (b) The charter document of the domestic resulting entity required by the applicable provisions of chapter 78, 78A, 78B, 82, 86, 87A, 88, 88A or 89 of NRS. (c) The information required pursuant to NRS 77.310 .

2. After a plan of conversion is approved as required by this chapter, if the resulting entity is a foreign entity, the constituent entity shall deliver to the Secretary of State for filing articles of conversion setting forth: (a) The name and jurisdiction of organization of the constituent entity and the resulting entity; (b) That a plan of conversion has been adopted by the constituent entity in compliance with the laws of this State; and (c) The address of the resulting entity where copies of process may be sent by the Secretary of State.

3. If the entire plan of conversion is not set forth in the articles of conversion, the filing party must include in the articles of conversion a statement that the complete signed plan of conversion is on file at the principal office or with the custodian of records of the resulting entity or, if the resulting entity is a domestic limited partnership, at the principal office or with the custodian of records, as described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330 .

4. If the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240 , the charter document to be filed with the Secretary of State pursuant to paragraph (b) of subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date.

5. Any records filed with the Secretary of State pursuant to this section must be accompanied by the fees required pursuant to this title for filing the charter document.
Nev. Rev. Stat. § 78.200 — NV Code / Title 7 / Chapter 78 / Section 78.200
Rights or options to purchase stock
Status: in_force

1. A corporation may create and issue rights or options entitling the holders thereof to purchase from the corporation any shares of its stock of any class or classes to be evidenced by or in such instrument or instruments as are approved by the board of directors.

2. The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price or prices, including a formula by which such price or prices may be determined, at which any such shares may be purchased from the corporation upon the exercise of any such right or option may be fixed and stated in the articles of incorporation or in a resolution or resolutions adopted by the board of directors providing for the creation and issue of the rights or options, and, in every case, set forth or incorporated by reference in the instrument or instruments evidencing the rights or options. The judgment of the board of directors as to the consideration for such rights or options issued is conclusive in the absence of actual fraud in the transaction.

3. The board of directors may authorize one or more officers of the corporation to: (a) Designate the persons to be recipients of rights or options created by the corporation; and (b) Determine the number of rights or options to be received by the persons designated pursuant to paragraph (a).

4. The authorization pursuant to subsection 3 must specify the maximum number of rights or options the officer or officers may award. The board of directors may not authorize an officer to designate himself or herself as a recipient of the rights or options.
Nev. Rev. Stat. § 88A.400 — NV Code / Title 7 / Chapter 88A / Section 88A.400
Indemnification of trustee, beneficial owner or other person
Status: in_force

1. Subject to the standards and restrictions, if any, set forth in the certificate of trust or the governing instrument, a business trust may indemnify and hold harmless a trustee, beneficial owner or other person from and against all claims and demands.

2. The absence of a provision for indemnity in the certificate of trust or governing instrument does not deprive a trustee or beneficial owner of any right to indemnity which is otherwise available to the trustee or beneficial owner pursuant to the laws of this State.
Nev. Rev. Stat. § 92A.073 — NV Code / Title 7 / Chapter 92A / Section 92A.073
“Nonprofit cooperative corporation” defined
Status: in_force

“ Nonprofit cooperative corporation ” means a nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160 , inclusive.
Nev. Rev. Stat. § 92A.270 — NV Code / Title 7 / Chapter 92A / Section 92A.270
Domestication of undomesticated organization
Status: in_force

1. Any undomesticated organization may become domesticated in this State as a domestic entity by: (a) Paying to the Secretary of State the fees required pursuant to this title for filing the charter document; and (b) Filing with the Secretary of State: (1) Articles of domestication which must be signed by an authorized representative of the undomesticated organization approved in compliance with subsection 6; (2) The appropriate charter document for the type of domestic entity; (3) The information required pursuant to NRS 77.310 ; (4) A certified copy of the charter document, or the equivalent, if any, of the undomesticated organization; and (5) A certificate of good standing, or the equivalent, from the jurisdiction where the undomesticated organization was chartered immediately before filing the articles of domestication pursuant to subparagraph (1).

2. The articles of domestication must set forth the: (a) Date when and the jurisdiction where the undomesticated organization was first formed, incorporated, organized or otherwise created and, if applicable, any date when and jurisdiction where the undomesticated organization was chartered after its formation; (b) Name of the undomesticated organization immediately before filing the articles of domestication; (c) Name and type of domestic entity as set forth in its charter document pursuant to subsection 1; and (d) Jurisdiction that constituted the principal place of business or central administration of the undomesticated organization, or any other equivalent thereto pursuant to applicable law, immediately before filing the articles of domestication.

3. Upon filing the articles of domestication and the charter document with the Secretary of State, and the payment of the requisite fee for filing the charter document of the domestic entity, the undomesticated organization is domesticated in this State as the domestic entity described in the charter document filed pursuant to subsection 1. The existence of the domestic entity begins on the date the undomesticated organization began its existence in the jurisdiction in which the undomesticated organization was first formed, incorporated, organized or otherwise created.

4. The domestication of any undomesticated organization does not affect any obligations or liabilities of the undomesticated organization incurred before its domestication.

5. The filing of the charter document of the domestic entity pursuant to subsection 1 does not affect the choice of law applicable to the undomesticated organization. From the date the charter document of the domestic entity is filed, the law of this State applies to the domestic entity to the same extent as if the undomesticated organization was organized and created as a domestic entity on that date.

6. Before filing articles of domestication, the domestication must be approved in the manner required by: (a) The document, instrument, agreement or other writing governing the internal affairs of the undomesticated organization and the conduct of its business; and (b) Applicable foreign law.

7. When a domestication becomes effective, all rights, privileges and powers of the undomesticated organization, all property owned by the undomesticated organization, all debts due to the undomesticated organization, and all causes of action belonging to the undomesticated organization are vested in the domestic entity and become the property of the domestic entity to the same extent as vested in the undomesticated organization immediately before domestication. The title to any real property vested by deed or otherwise in the undomesticated organization is not reverted or impaired by the domestication. All rights of creditors and all liens upon any property of the undomesticated organization are preserved unimpaired and all debts, liabilities and duties of an undomesticated organization that has been domesticated attach to the domestic entity resulting from the domestication and may be enforced against it to the same extent as if the debts, liability and duties had been incurred or contracted by the domestic entity.

8. When an undomesticated organization is domesticated, the domestic entity resulting from the domestication is for all purposes deemed to be the same entity as the undomesticated organization. Unless otherwise agreed by the owners of the undomesticated organization or as required pursuant to applicable foreign law, the domestic entity resulting from the domestication is not required to wind up its affairs, pay its liabilities or distribute its assets. The domestication of an undomesticated organization does not constitute the dissolution of the undomesticated organization. The domestication constitutes a continuation of the existence of the undomesticated organization in the form of a domestic entity. If, following domestication, an undomesticated organization that has become domesticated pursuant to this section continues its existence in the foreign country or foreign jurisdiction in which it was existing immediately before the domestication, the domestic entity and the undomesticated organization are for all purposes a single entity formed, incorporated, organized or otherwise created and existing pursuant to the laws of this State and the laws of the foreign country or other foreign jurisdiction. If, following domestication, an undomesticated organization that has become domesticated pursuant to this section does not continue its existence in the foreign country or foreign jurisdiction in which it existed immediately before the domestication, the domestic entity resulting from the domestication continues and is not required to wind up its affairs, pay its liabilities or distribute its assets.

9. The owner liability of an undomesticated organization that is domesticated in this State: (a) Is not discharged, pursuant to the laws of the previous jurisdiction of the organization, to the extent the owner liability arose before the effective date of the articles of domestication; (b) Does not attach, pursuant to the laws of the previous jurisdiction of the organization, to any debt, obligation or liability of the organization that arises after the effective date of the articles of domestication; (c) Is governed by the law of the previous jurisdiction of the organization, as if the domestication has not occurred, for the collection or discharge of owner liability not discharged pursuant to paragraph (a); (d) Is subject to the right of contribution from any other shareholder, member, trustee, partner, limited partner or other owner of the undomesticated organization pursuant to the laws of the previous jurisdiction of the organization, as if the domestication has not occurred, for the collection or discharge of owner liability not discharged pursuant to paragraph (a); and (e) Applies only to the debts, obligations or liabilities of the organization that arise after the effective date of the articles of domestication if the owner becomes subject to owner liability or some or all of the debts, obligations or liabilities of the undomesticated entity as a result of its domestication in this State.

10. As used in this section: (a) “ Owner liability ” means the liability of a shareholder, member, trustee, partner, limited partner or other owner of an organization for debts of the organization, including the responsibility to make additional capital contributions to cover such debts. (b) “ Undomesticated organization ” means any incorporated organization, private law corporation, whether or not organized for business purposes, public law corporation, limited-liability company, general partnership, registered limited-liability partnership, limited partnership or registered limited-liability limited partnership, proprietorship, joint venture, foundation, business trust, real estate investment trust, common-law trust or any other unincorporated business formed, organized, created or the internal affairs of which are governed by the laws of any foreign country or jurisdiction other than this State.
Nev. Rev. Stat. § 78.746 — NV Code / Title 7 / Chapter 78 / Section 78.746
Action against stockholder by judgment creditor; limitations
Status: in_force

1. On application to a court of competent jurisdiction by any judgment creditor of a stockholder, the court may charge the stockholder's stock with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the stockholder's stock.

2. Subject to the provisions of NRS 78.747 , this section: (a) Provides the exclusive remedy by which a judgment creditor of a stockholder or an assignee of a stockholder may satisfy a judgment out of the stock of the judgment debtor. No other remedy, including, without limitation, foreclosure on the stockholder's stock or a court order for directions, accounts and inquiries that the debtor or stockholder might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the corporation, and no other remedy may be ordered by a court. (b) Does not deprive any stockholder of the benefit of any exemption applicable to the stockholder's stock. (c) Applies only to a corporation that: (1) Has fewer than 100 stockholders of record at any time. (2) Is not a publicly traded corporation or a subsidiary of a publicly traded corporation, either in whole or in part. (3) Is not a professional corporation as defined in NRS 89.020 . (d) Does not apply to any liability of a stockholder that exists as the result of an action filed before July 1, 2007. (e) Does not supersede any written agreement between a stockholder and a creditor if the written agreement does not conflict with the corporation's articles of incorporation, bylaws or any shareholder agreement to which the stockholder is a party.

3. As used in this section, “ rights of an assignee ” means the rights to receive the share of the distributions or dividends paid by the corporation to which the judgment debtor would otherwise be entitled. The term does not include the rights to participate in the management of the business or affairs of the corporation or to become a director of the corporation.
Nev. Rev. Stat. § 90.650 — NV Code / Title 7 / Chapter 90 / Section 90.650
Criminal penalties
Status: in_force

1. A person who willfully violates: (a) A provision of this chapter, except NRS 90.600 , or who violates NRS 90.600 knowing that the statement made is false or misleading in any material respect; (b) A regulation adopted pursuant to this chapter; or (c) An order denying, suspending or revoking the effectiveness of registration or an order to cease and desist issued by the Administrator pursuant to this chapter, is guilty of a category B felony and shall be punished by imprisonment in the state prison for a minimum term of not less than 1 year and a maximum term of not more than 20 years, or by a fine of not more than $500,000, or by both fine and imprisonment, for each violation. In addition to any other penalty, the court shall order the person to pay restitution and may order the person to repay the costs of investigation and prosecution incurred by the Division and the Office of the Attorney General. If the violation was committed against an older person or vulnerable person, any restitution and costs of investigation and prosecution imposed by the court must be in an amount equal to twice the amount that would otherwise have been imposed by the court. Money recovered for reimbursement of the costs of investigation and prosecution must be deposited with the State Treasurer for credit to the State General Fund.

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 lack of knowledge of the regulation or order.

3. This chapter does not limit the power of the State to punish a person for conduct which constitutes a crime under other law.

4. As used in this section: (a) “ Older person ” has the meaning ascribed to it in NRS 200.5092 . (b) “ Vulnerable person ” has the meaning ascribed to it in NRS 200.5092 .
Nev. Rev. Stat. § 78.065 — NV Code / Title 7 / Chapter 78 / Section 78.065
Adoption and use of corporate seal or stamp
Status: in_force

1. Every corporation, by virtue of its existence as such, shall have power to adopt and use a common seal or stamp, and alter the same at pleasure.

2. The use of a seal or stamp by a corporation on any corporate record is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse must not in any way affect the legality of the record.
Nev. Rev. Stat. § 87.230 — NV Code / Title 7 / Chapter 87 / Section 87.230
Continuation of partnership beyond fixed term
Status: in_force

1. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

2. A continuation of the business by partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
Nev. Rev. Stat. § 91.300 — NV Code / Title 7 / Chapter 91 / Section 91.300
Investigations and subpoenas
Status: in_force

1. The Administrator may make investigations, within or outside of this State, as the Administrator finds necessary or appropriate to: (a) Determine whether any person has violated, or is about to violate, any provision of this chapter or any regulation or order of the Administrator; or (b) Aid in the enforcement of this chapter.

2. The Administrator may publish information concerning any violation of this chapter or any regulation or order of the Administrator.

3. For the purposes of any investigation or proceeding under this chapter, the Administrator, or an officer or employee designated by the Administrator, may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence and require the production of any books, papers, correspondence, memoranda, agreements or other records which the Administrator finds to be relevant or material to the inquiry.

4. If a person does not give testimony or produce the records required by the Administrator or a designated officer or employee pursuant to an administrative subpoena, the Administrator or designated officer or employee may apply for a court order compelling compliance with the subpoena or the giving of the required testimony.

5. The request for an order of compliance may be addressed to either: (a) The District Court for the First Judicial District; (b) The district court for any judicial district where service may be obtained on the person refusing to testify or produce, if the person is within this State; or (c) The appropriate court of the state having jurisdiction over the person refusing to testify or produce, if the person is outside of this State.

6. If the activities constituting an alleged violation for which the information is sought would be a violation of this chapter had the activities occurred in this State, the Administrator may issue and apply to enforce subpoenas, in the manner set forth in subsection 5, in this State at the request of a securities agency or administrator of another state.
Nev. Rev. Stat. § 75A.200 — NV Code / Title 7 / Chapter 75A / Section 75A.200
Powers of Secretary of State: Contracting for certain services
Status: in_force

Within the limit of money authorized to the Secretary of State and subject to the approval of the State Board of Examiners, the Secretary of State may enter into contracts and other lawful agreements with private or public entities to assist the Secretary of State in establishing, operating or maintaining the state business portal and carrying out the provisions of this chapter.
Nev. Rev. Stat. § 78.040 — NV Code / Title 7 / Chapter 78 / Section 78.040
Name of corporation: Reservation; injunctive relief
Status: reserved

1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 78.039 , for the use of any proposed corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

2. The use by any other artificial person of a name in violation of subsection 1 or NRS 78.039 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.
Nev. Rev. Stat. § 88A.200 — NV Code / Title 7 / Chapter 88A / Section 88A.200
Purpose; prohibition against formation of business trust for certain illegal purposes
Status: in_force

1. A business trust may be formed to carry on any lawful business or activity.

2. A person shall not form a business trust for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
Nev. Rev. Stat. § 81.941 — NV Code / Title 7 / Chapter 81 / Section 81.941
Personal notice of meeting consisting only of members; authority to veto decision made at meeting for which notice was not received
Status: in_force

1. Before a meeting consisting of only members, personal notice must be given to each member not less than 48 hours before the meeting. Such notice must be provided to each member who, on the record date, is entitled to vote.

2. Any decision made at a meeting held pursuant to subsection 1 may be vetoed by a member who: (a) Was not present at the meeting; and (b) Did not receive 48 hours' notice, unless a majority of the members or another percentage of the members as specified in the articles of incorporation or the bylaws of the worker cooperative were present at the meeting.
Nev. Rev. Stat. § 77.270 — NV Code / Title 7 / Chapter 77 / Section 77.270
“Type” defined
Status: in_force

“ Type ,” with respect to an entity, means a generic form of entity:

1. Recognized at common law; or

2. Organized under an organic law, whether or not some entities organized under that organic law are subject to provisions of that law that create different categories of the form of entity.
Nev. Rev. Stat. § 87.4307 — NV Code / Title 7 / Chapter 87 / Section 87.4307
“Partnership at will” defined
Status: in_force

“ Partnership at will ” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
Nev. Rev. Stat. § 92A.025 — NV Code / Title 7 / Chapter 92A / Section 92A.025
“Domestic corporation” defined
Status: in_force

“ Domestic corporation ” means a corporation organized and existing under chapter 78, 78A, 78B or 89 of NRS.
Nev. Rev. Stat. § 75.010 — NV Code / Title 7 / Chapter 75 / Section 75.010
Definitions
Status: in_force

As used in this title, unless the context otherwise requires, the words and terms defined in NRS 75.015 to 75.090 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 78.3787 — NV Code / Title 7 / Chapter 78 / Section 78.3787
“Interested stockholder” defined
Status: in_force

“Interested stockholder” means a person who directly or indirectly exercises voting rights in the shares of an issuing corporation and who is:

1. An acquiring person;

2. An officer or a director of the corporation; or

3. An employee of the corporation.
Nev. Rev. Stat. § 76.175 — NV Code / Title 7 / Chapter 76 / Section 76.175
Mandatory suspension of state business license for failure to pay child support or comply with certain subpoenas or warrants; reinstatement
Status: in_force

<See notes for changes to this section effective under certain conditions.>

1. If the Secretary of State receives a copy of a court order issued pursuant to NRS 425.540 that provides for the suspension of all professional, occupational and recreational licenses, certificates and permits issued to a person who is conducting business in this State as a sole proprietor, and the state business license issued by the Secretary of State to such a person, the Secretary of State shall deem the state business license issued to that person to be suspended at the end of the 30th day after the date on which the court order was issued unless the Secretary of State receives a letter issued to the holder of the state business license by the district attorney or other public agency pursuant to NRS 425.550 stating that the holder of the state business license has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560 .

2. The Secretary of State shall reinstate a state business license that has been suspended by a district court pursuant to NRS 425.540 if the Secretary of State receives a letter issued by the district attorney or other public agency pursuant to NRS 425.550 to the person whose state business license was suspended stating that the person whose state business license was suspended has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560 .
Nev. Rev. Stat. § 89.250 — NV Code / Title 7 / Chapter 89 / Section 89.250
Annual list: Filing requirements; fees; regulations
Status: in_force

1. Except as otherwise provided in subsection 2, a professional association shall, at the time of the filing of its articles of association with the Secretary of State, or, if the professional association has selected an alternative due date pursuant to subsection 8, 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 organization 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 showing the names and addresses, either residence or business, of all members and employees in the professional association and certifying that all members and employees are licensed to render professional service in this State.

2. A professional association organized and practicing pursuant to the provisions of this chapter and NRS 623.349 shall, at the time of the filing of its articles of association with the Secretary of State, or, if the professional association has selected an alternative due date pursuant to subsection 8, 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 organization 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: (a) Showing the names and addresses, either residence or business, of all members and employees of the professional association who are licensed or otherwise authorized by law to render professional service in this State; (b) Certifying that all members and employees who render professional service are licensed or otherwise authorized by law to render professional service in this State; and (c) Certifying that all members who are not licensed to render professional service in this State do not render professional service on behalf of the professional association except as authorized by law.

3. Each list filed pursuant to this section must be: (a) Made on a form furnished by the Secretary of State and must not contain any fiscal or other information except that expressly called for by this section. (b) Signed by the chief executive officer of the professional association or by some other person specifically authorized by the chief executive officer to sign the list. (c) Accompanied by a declaration under penalty of perjury that: (1) The professional association has complied with the provisions of chapter 76 of NRS; (2) The professional association 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 (3) None of the members or employees 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 member or employee in furtherance of any unlawful conduct.

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

5. If a professional association files an amended list of members and employees with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the professional association is not required to pay a fee for filing the amended list.

6. A person who files with the Secretary of State an initial list or annual list required by this section which identifies a member or an employee of a professional association with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a member or employee in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084 .

7. For the purposes of this section, a person is not deemed to exercise actual control of the daily operations of a professional association based solely on the fact that the person holds an ownership interest in the professional association.

8. The Secretary of State may allow a professional association to select an alternative due date for filing the initial list required by this section.

9. The Secretary of State may adopt regulations to administer the provisions of subsection 8.
Nev. Rev. Stat. § 81.100 — NV Code / Title 7 / Chapter 81 / Section 81.100
Bylaws: Provisions for unequal property rights
Status: in_force

If the bylaws shall provide for unequal property rights of the several members, the provisions of NRS 81.010 to 81.160 , inclusive, with reference to a majority, a two-thirds, or other vote of the members, shall not apply, and in lieu thereof, there shall be substituted a majority of the votes of the interests represented by the several members or otherwise as the case may be.
Nev. Rev. Stat. § 84.120 — NV Code / Title 7 / Chapter 84 / Section 84.120
Resignation of registered agent or termination of registration of commercial registered agent
Status: in_force

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

2. A corporation sole that fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 84.140 .

3. As used in this section, “ commercial registered agent ” has the meaning ascribed to it in NRS 77.040 .
Nev. Rev. Stat. § 78.615 — NV Code / Title 7 / Chapter 78 / Section 78.615
Abatement of pending actions; substitution of dissolution trustees or receivers
Status: in_force

If any corporation organized under this chapter becomes dissolved by the expiration of its charter or otherwise, before final judgment obtained in any action pending or commenced in any court of record of this State against the corporation, the action shall not abate by reason thereof, but the dissolution of the corporation being suggested upon the record, and the names of the trustees or receivers of the corporation being entered upon the record, and notice thereof served upon the trustees or receivers, or if such service be impracticable upon the counsel of record in such case, the action shall proceed to final judgment against the trustees or receivers by the name of the corporation.
Nev. Rev. Stat. § 82.526 — NV Code / Title 7 / Chapter 82 / Section 82.526
Corporate records: Microfilming; imaging; return
Status: in_force

The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by a corporation pursuant to this chapter and may return the original record to the corporation.
Nev. Rev. Stat. § 88A.733 — NV Code / Title 7 / Chapter 88A / Section 88A.733
Certificate of authorization to transact business
Status: in_force

If a foreign business trust has filed the initial or annual list in compliance with NRS 88A.732 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign business trust 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. § 88.385 — NV Code / Title 7 / Chapter 88 / Section 88.385
Liability for false statements in certificates
Status: in_force

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

1. Any person who signs the certificate, or causes another to sign it on his or her behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was signed; and

2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under NRS 88.365 .
Nev. Rev. Stat. § 88A.737 — NV Code / Title 7 / Chapter 88A / Section 88A.737
Defaulting trusts: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 88A.7345 , the Secretary of State shall reinstate a foreign business trust which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign business trust its right to transact business in this State, and to exercise its privileges and immunities, if it: (a) Files with the Secretary of State: (1) The list required by NRS 88A.732 ; (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 foreign 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.732 and 88A.735 for each year or portion thereof that its right to transact business was forfeited; and (2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the foreign business trust, the Secretary of State shall issue to the foreign business trust a certificate of reinstatement if the foreign 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 right to transact business occurred only by reason of failure to pay the fees and penalties.

4. If the right of a foreign business trust to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right to transact business must not be reinstated.

5. Except as otherwise provided in NRS 88A.738 , a reinstatement pursuant to this section relates back to the date the foreign business trust forfeited its right to transact business under the provisions of this chapter and reinstates the foreign business trust's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 90.715 — NV Code / Title 7 / Chapter 90 / Section 90.715
Strict interpretation of provisions; waiver of enforcement; no-action letter; fee
Status: in_force

1. Except as otherwise provided in this section, the Division shall interpret strictly the provisions of this chapter and the regulations adopted pursuant thereto and shall not waive the enforcement of any such provision.

2. Subject to the provisions of this section and at the sole discretion of the Administrator, the Division may: (a) Grant a waiver of the enforcement of any provision of this chapter or the regulations adopted pursuant thereto if the Administrator determines that the waiver is appropriate under the circumstances and is clearly within the authority of the Division to grant. (b) Issue a no-action letter relating to a proposed transaction. Such a letter must not be issued in any case in which the issue presented may be resolved through a careful reading of the relevant provisions of this chapter or the regulations adopted pursuant thereto or through an interpretation of those provisions by competent counsel.

3. A request for a waiver or no-action letter must be submitted in writing to the office of the Administrator, accompanied by a fee of $200.

4. Except under extraordinary circumstances, the Division shall not respond to any request: (a) Involving the antifraud provisions of this chapter or the regulations adopted pursuant thereto; or (b) Relating to a transaction that has been consummated.

5. Unless otherwise specified in writing by the Division, a waiver or no-action letter is limited to the specific security, case, matter or transaction at hand and has no precedential value in any other context.

6. As used in this section, “ no-action letter ” means a written communication issued by the Division by which a person is advised that a transaction carried out under a set of assumed facts will not result in a recommendation by the staff of the Division that an enforcement action be taken.
Nev. Rev. Stat. § 81.050 — NV Code / Title 7 / Chapter 81 / Section 81.050
Articles of incorporation: Optional provisions
Status: in_force

In addition to the requirements of NRS 81.040 , the articles of incorporation of any association incorporated under NRS 81.010 to 81.160 , inclusive, may contain any provision consistent with law with respect to:

1. Management, regulation, government, financing, indebtedness, membership, establishing of voting districts, voting powers and election of delegates for representative purposes.

2. Issuance, retirement and transfer of its stock, if formed with capital stock.

3. The way or manner in which it shall operate.

4. Its members, officers or directors.

5. Its affairs.
Nev. Rev. Stat. § 92A.140 — NV Code / Title 7 / Chapter 92A / Section 92A.140
Approval of plan of merger, conversion or exchange for domestic limited partnership
Status: in_force

1. Unless otherwise provided in the partnership agreement or the certificate of limited partnership, a plan of merger, conversion or exchange involving a domestic limited partnership must be approved by all general partners and by limited partners who own a majority in interest of the partnership then owned by all the limited partners. If the partnership has more than one class of limited partners, the plan of merger, conversion or exchange must be approved by those limited partners who own a majority in interest of the partnership then owned by the limited partners in each class.

2. If any partner of a domestic limited partnership, 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 partner will be the owner of an owner's interest in the resulting entity, then that partner must also approve the plan of conversion.

3. As used in this section, “ majority in interest of the partnership ” means a majority of the total contributions of the limited partners to the capital of the partnership, as adjusted from time to time to reflect properly any additional contributions or withdrawals by the partners.
Nev. Rev. Stat. § 78.320 — NV Code / Title 7 / Chapter 78 / Section 78.320
Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting
Status: in_force

1. Unless this chapter, the articles of incorporation or the bylaws provide for different proportions: (a) A majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on any matter, constitutes a quorum for the transaction of business; and (b) Action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.

2. Unless otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

3. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

4. Unless otherwise restricted by the articles of incorporation or bylaws, stockholders and certain other persons permitted by the corporation to attend a meeting of stockholders may participate in the meeting through remote communication, including, without limitation, 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 stockholder or permitted person; and (b) Provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.

5. Unless otherwise restricted by the articles of incorporation or bylaws, a meeting of stockholders may be held solely by remote communication pursuant to subsection 4 and, if a meeting is so held, no other means of communication is required in the conduct of the meeting unless otherwise prescribed by the board of directors.

6. Participation in a meeting pursuant to subsection 4 constitutes presence in person at the meeting.

7. Unless this chapter, the articles of incorporation or the bylaws provide for different proportions, if voting by a class or series of stockholders is permitted or required: (a) A majority of the voting power of the class or series that is present in person or by proxy, regardless of whether the proxy has authority to vote on any matter, constitutes a quorum for the transaction of business; and (b) An act by the stockholders of each class or series is approved if a majority of the voting power of a quorum of the class or series votes for the action.

8. Unless otherwise provided in the articles of incorporation or the bylaws, once a share is represented in person or by proxy for any purpose at a meeting, the share shall be deemed present for purposes of determining a quorum for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be fixed for the adjourned meeting.
Nev. Rev. Stat. § 87A.585 — NV Code / Title 7 / Chapter 87A / Section 87A.585
Defaulting partnerships: Identification; forfeiture of right to transact business; penalty
Status: in_force

1. Each foreign limited partnership which is required to make a filing and pay the fee prescribed in NRS 87A.560 to 87A.600 , inclusive, and which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $75 and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign limited partnership occurs, the defaulting foreign limited partnership by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 78.180 — NV Code / Title 7 / Chapter 78 / Section 78.180
Defaulting corporations: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 78.152 , the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the corporation its right to carry on business in this State, and to exercise its corporate privileges and immunities, if it: (a) Files with the Secretary of State: (1) The list required by NRS 78.150 ; (2) The statement required by NRS 78.153 , if applicable; (3) The information required pursuant to NRS 77.310 ; and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the corporation or, if the corporation does not have a board of directors, the equivalent of such a board; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 78.150 and 78.170 for each year or portion thereof during which it failed to file each required annual list in a timely manner; (2) The fee set forth in NRS 78.153 , if applicable; and (3) A fee of $300 for reinstatement.

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

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

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

5. Except as otherwise provided in NRS 78.185 , a reinstatement pursuant to this section relates back to the date on which the corporation forfeited its right to transact business under the provisions of this chapter and reinstates the corporation's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 81.725 — NV Code / Title 7 / Chapter 81 / Section 81.725
“Member” defined
Status: in_force

“ Member ” means a person that, under the governing principles, may participate in the selection of persons authorized to manage the affairs of the unincorporated nonprofit association or in the development of the policies and activities of the association.
Nev. Rev. Stat. § 77.160 — NV Code / Title 7 / Chapter 77 / Section 77.160
“Nonresident LLP statement” defined
Status: in_force

“ Nonresident LLP statement ” means:

1. A certificate of registration of a domestic registered limited-liability partnership that does not have an office in this State; or

2. The foreign qualification filing of a foreign registered limited-liability partnership that does not have an office in this State.
Nev. Rev. Stat. § 78.025 — NV Code / Title 7 / Chapter 78 / Section 78.025
Reserved power of State to amend or repeal chapter; chapter part of corporation's charter
Status: repealed

This chapter may be amended or repealed at the pleasure of the Legislature, and every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all stockholders of such corporation shall be bound by such amendment; but such amendment or repeal shall not take away or impair any remedy against any corporation, or its officers, for any liability which shall have been previously incurred. This chapter, and all amendments thereof, shall be a part of the charter of every corporation, except so far as the same are inapplicable and inappropriate to the objects of the corporation.
Nev. Rev. Stat. § 82.476 — NV Code / Title 7 / Chapter 82 / Section 82.476
Receivers or trustees for insolvent corporations: Appointment; powers and duties
Status: in_force

1. The district court, at the time of ordering the injunction upon petition of the creditors or members, or at any time afterward, may appoint a receiver or receivers or a trustee or trustees for the creditors and members of the corporation.

2. Receivers or trustees have the following powers and duties: (a) To demand, sue for, collect, receive and take into possession all the goods and chattels, rights and credits, money and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description, of the corporation; (b) To institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the corporation; (c) In their discretion to compound and settle with any debtor or creditor of the corporation, or with persons having possession of its property or in any way responsible at law or in equity to the corporation at the time of its insolvency or suspension of business, or afterwards, upon such terms and in such manner as they deem just and beneficial to the corporation; (d) In case of mutual dealings between the corporation and any person to allow just setoffs in favor of that person in all cases in which setoffs ought to be allowed according to law and equity; (e) To take possession of the property of the corporation as provided in NRS 78.665 ; (f) To take inventory, account for debts and report to the courts every 3 months as provided in NRS 78.670 ; (g) To pass upon the claims of creditors as provided in NRS 78.685 ; (h) To be substituted in as a party to suits as provided in NRS 78.695 ; and (i) To be vested with the property of the corporation as provided in NRS 78.640 .

3. An act approved or done by a majority of the receivers or trustees is the act of the receivers or trustees.

4. A debtor who in good faith has paid a debt to the corporation without notice of its insolvency or suspension of business is not liable therefor, and the receiver or receivers or trustee or trustees have power to sell, convey and assign all the estate, rights and interests, and must hold and dispose of the proceeds thereof under the directions of the district court.
Nev. Rev. Stat. § 77.250 — NV Code / Title 7 / Chapter 77 / Section 77.250
“Represented entity” defined
Status: in_force

“ Represented entity ” means:

1. A domestic filing entity;

2. A domestic or qualified foreign limited-liability partnership that does not have an office in this State;

3. A qualified foreign entity;

4. A domestic or foreign unincorporated nonprofit association for which an appointment of agent has been filed;

5. A domestic entity that is not a filing entity for which an appointment of agent has been filed;

6. A nonqualified foreign entity for which an appointment of agent has been filed; or

7. A nonresident guardian.
Nev. Rev. Stat. § 84.110 — NV Code / Title 7 / Chapter 84 / Section 84.110
Registered agent required; applicable law regarding registered agent and registered office; fees
Status: in_force

1. Every corporation sole must have a registered agent in the manner provided in NRS 78.090 and 78.097 . The registered agent shall comply with the provisions of those sections.

2. A corporation sole is subject to the provisions of NRS 78.150 to 78.185 , inclusive, except that: (a) The fee for filing a list is $50; (b) The penalty added for default is $50; and (c) The fee for reinstatement is $100.
Nev. Rev. Stat. § 88A.720 — NV Code / Title 7 / Chapter 88A / Section 88A.720
Issuance of certificate of registration by Secretary of State
Status: in_force

If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of State shall issue a certificate of registration to transact business in this State and mail it to the person who filed the application or the person’s representative.
Nev. Rev. Stat. § 82.056 — NV Code / Title 7 / Chapter 82 / Section 82.056
Election of existing corporation to accept chapter: Eligibility; procedure
Status: in_force

A corporation having shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS may elect to accept this chapter in the following manner:

1. If there are members or stockholders entitled to vote thereon, the board of directors must adopt a resolution recommending that the corporation accept this chapter and adopt new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized and directing that the question of such acceptance and adoption be submitted to a vote at an annual or special meeting of the members or stockholders entitled to vote thereon. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept this chapter and adopting new articles of incorporation must be given to each member and stockholder entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The election to accept this chapter and adopt new articles of incorporation require for adoption at least a majority of the votes which the members or stockholders present at the meeting in person or by proxy are entitled to cast.

2. If there are no members or stockholders entitled to vote thereon, election to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter may be made at a meeting of the board of directors pursuant to majority vote of a quorum of the directors present at the meeting.
Nev. Rev. Stat. § 87.010 — NV Code / Title 7 / Chapter 87 / Section 87.010
Short title
Status: in_force

NRS 87.010 to 87.430 , inclusive, may be cited as the Uniform Partnership Act.
Nev. Rev. Stat. § 78.378 — NV Code / Title 7 / Chapter 78 / Section 78.378
Applicability; imposition of stricter requirements; protection of corporation and its stockholders
Status: in_force

1. The provisions of NRS 78.378 to 78.3793 , inclusive, apply to any acquisition of a controlling interest in an issuing corporation unless the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.

2. The articles of incorporation, the bylaws or a resolution adopted by the directors of the issuing corporation may impose stricter requirements on the acquisition of a controlling interest in the corporation than the provisions of NRS 78.378 to 78.3793 , inclusive.

3. Without limiting the provisions of NRS 78.138 or 78.139 , the provisions of NRS 78.378 to 78.3793 , inclusive, do not restrict the directors of an issuing corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation or the long-term or short-term interests of the corporation's stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that issue, grant or deny rights or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power, for the purpose of having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.
Nev. Rev. Stat. § 90.630 — NV Code / Title 7 / Chapter 90 / Section 90.630
Enforcement
Status: in_force

1. If the Administrator reasonably believes, whether or not based upon an investigation conducted under NRS 90.620 , that: (a) The sale of a security is subject to registration under this chapter and the security is being offered or has been offered or sold by the issuer or another person in violation of NRS 90.460 ; or (b) A person is acting as a broker-dealer or investment adviser in violation of NRS 90.310 or 90.330 , the Administrator, in addition to any specific power granted under this chapter and subject to compliance with the requirements of NRS 90.820 , may issue, without a prior hearing, a summary order against the person engaged in the prohibited activities, directing the person to desist and refrain from further activity until the security is registered or the person is licensed under this chapter. The summary order to cease and desist must state the section of this chapter or regulation or order of the Administrator under this chapter which the Administrator reasonably believes has been or is being violated.

2. If the Administrator reasonably believes, whether or not based upon an investigation conducted under NRS 90.620 , that a person has violated this chapter or a regulation or order of the Administrator under this chapter, the Administrator, in addition to any specific power granted under this chapter, after giving notice by registered or certified mail and conducting a hearing in an administrative proceeding, unless the right to notice and hearing is waived by the person against whom the sanction is imposed, may: (a) Issue an order against the person to cease and desist; (b) Censure the person if he or she is a licensed broker-dealer, sales representative, investment adviser or representative of an investment adviser; (c) Bar or suspend the person from association with a licensed broker-dealer or investment adviser in this State; (d) Issue an order against an applicant, licensed person or other person who willfully violates this chapter, imposing a civil penalty of not more than $25,000 for each violation or, if the violation was committed against an older person or vulnerable person, a civil penalty equal to twice the amount of the civil penalty that would otherwise have been imposed pursuant to this paragraph, not to exceed $50,000 for each violation; or (e) Initiate one or more of the actions specified in NRS 90.640 .

3. If the person to whom the notice is addressed pursuant to subsection 2 does not request a hearing within 45 days after receipt of the notice, the person waives the right to a hearing and the Administrator shall issue a permanent order. If a hearing is requested, the Administrator shall set the matter for hearing not less than 15 days nor more than 60 days after the Administrator receives the request for a hearing. The Administrator shall promptly notify the parties by registered or certified mail of the time and place set for the hearing.

4. Imposition of the sanctions under this section is limited as follows: (a) If the Administrator revokes the license of a broker-dealer, sales representative, investment adviser or representative of an investment adviser or bars a person from association with a licensed broker-dealer or investment adviser under this section or NRS 90.420 , the imposition of that sanction precludes imposition of a civil penalty under subsection 2; and (b) The imposition by the Administrator of one or more sanctions under subsection 2 with respect to a specific violation precludes the Administrator from later imposing any other sanctions under paragraphs (a) to (d), inclusive, of subsection 2 with respect to the violation.

5. For the purposes of determining any sanction to be imposed pursuant to paragraphs (a) to (d), inclusive, of subsection 2, the Administrator shall consider, among other factors, the frequency and persistence of the conduct constituting a violation of this chapter, or a regulation or order of the Administrator under this chapter, the number of persons adversely affected by the conduct and the resources of the person committing the violation.

6. If a sanction is imposed pursuant to this section, reimbursement for the costs of the proceeding, including investigative costs and attorney's fees incurred, may be ordered and recovered by the Administrator. Money recovered for reimbursement of the investigative costs and attorney's fees must be deposited with the State Treasurer for credit to the State General Fund.

7. As used in this section: (a) “Older person” has the meaning ascribed to it in NRS 200.5092 . (b) “Vulnerable person” has the meaning ascribed to it in NRS 200.5092 .
Nev. Rev. Stat. § 86.141 — NV Code / Title 7 / Chapter 86 / Section 86.141
Purpose for organization; prohibition against organization of limited-liability company for certain illegal purposes
Status: in_force

1. Except as otherwise provided in subsection 2, a limited-liability company may be organized under this chapter for any lawful purpose. A person shall not organize a limited-liability company for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

2. A limited-liability company may not be organized for the purpose of insurance unless approved to do so by the Commissioner of Insurance.
Nev. Rev. Stat. § 87A.395 — NV Code / Title 7 / Chapter 87A / Section 87A.395
Liability for contribution
Status: in_force

1. A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability or other inability to perform personally.

2. If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.

3. The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection 1, without notice of any compromise under this subsection, may enforce the original obligation.
Nev. Rev. Stat. § 81.800 — NV Code / Title 7 / Chapter 81 / Section 81.800
Member not agent
Status: in_force

A member is not an agent of the association solely by reason of being a member.
Nev. Rev. Stat. § 88A.750 — NV Code / Title 7 / Chapter 88A / Section 88A.750
Penalty for transacting business without registration; enforcement; regulations
Status: in_force

1. Every foreign business trust transacting business in this State which willfully fails or neglects to register with the Secretary of State pursuant to the provisions of NRS 88A.710 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. Every foreign business trust transacting business in this State which fails or neglects to register with the Secretary of State pursuant to the provisions of NRS 88A.710 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State.

3. The failure of a foreign business trust to register with the Secretary of State does not impair the validity of any contract or act of the foreign business trust or prevent the foreign business trust from defending any action, suit or proceeding in any court of this State.

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

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

6. A foreign business trust, by transacting business in this State without registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

7. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 82.261 — NV Code / Title 7 / Chapter 82 / Section 82.261
Delegates
Status: in_force

A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to:

1. The characteristics, qualifications, rights and limitations of representation, the geographical areas or districts delegates may represent, and the obligations of the delegates, including their selection and removal;

2. Calling, giving notice of, holding, and conducting meetings of delegates; and

3. Carrying on corporate activities during and between meetings of delegates.
Nev. Rev. Stat. § 88A.500 — NV Code / Title 7 / Chapter 88A / Section 88A.500
Requirement; address; penalty for noncompliance
Status: in_force

1. A business trust shall have a registered agent who resides or is located in this State. A registered agent shall have a street address for the service of process and may have a mailing address such as a post office box, which may be different from the street address.

2. A business trust formed pursuant to this chapter that fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.
Nev. Rev. Stat. § 82.188 — NV Code / Title 7 / Chapter 82 / Section 82.188
Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records
Status: in_force

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

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

3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
Nev. Rev. Stat. § 81.959 — NV Code / Title 7 / Chapter 81 / Section 81.959
Consolidation or merger
Status: in_force

1. A worker cooperative that has not revoked its election pursuant to NRS 81.919 shall not consolidate or merge with another corporation unless such a corporation is also a worker cooperative.

2. Two or more worker cooperatives may merge in a manner consistent with chapters 78 and 92A of NRS.
Nev. Rev. Stat. § 87A.237 — NV Code / Title 7 / Chapter 87A / Section 87A.237
Penalty for purporting to do business as limited partnership without registration; enforcement; regulations
Status: in_force

1. Every person, other than a foreign limited partnership, who is purporting to do business in this State as a limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of limited partnership 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, other than a foreign limited partnership, 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 limited partnership 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. § 81.951 — NV Code / Title 7 / Chapter 81 / Section 81.951
Meetings adjourned to another time or place
Status: in_force

1. Unless otherwise provided by the articles of incorporation or bylaws of a worker cooperative, when a meeting is adjourned to another time or place, notice of the adjournment need not be given to the members of the original meeting if the time and place that the meeting will commence is announced before the adjournment.

2. If an adjournment pursuant to subsection 1 is taken for more than 45 days, or if a new record date is set after an adjournment, notice of the adjournment must be given in accordance with NRS 81.939 to 81.951 , inclusive, to each member entitled to vote.

3. At the commencement of the adjourned meeting, the worker cooperative may transact any business that would have been transacted at the original meeting.
Nev. Rev. Stat. § 87A.602 — NV Code / Title 7 / Chapter 87A / Section 87A.602
Cancellation of registration without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a foreign limited partnership whose right to transact business in this State has been revoked to cancel its registration in this State without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 87A.315 , if the foreign limited partnership provides evidence satisfactory to the Secretary of State that the foreign limited partnership did not transact business in this State: (a) During the entire period for which its registration in this State was revoked; or (b) During a portion of the period for which its registration in this State was revoked and the foreign limited partnership paid the fees and penalties for the portion of that period in which the foreign limited partnership transacted business in this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 88A.700 — NV Code / Title 7 / Chapter 88A / Section 88A.700
Laws governing organization, internal affairs and liability of beneficial owners, trustees, officers, employees and managers
Status: in_force

Subject to the Constitution of this State:

1. The laws of the state under which a foreign business trust is organized govern its organization and internal affairs and the liability of its beneficial owners, trustees, officers, employees or managers; and

2. A foreign business trust may not be denied registration by reason of any difference between those laws and the laws of this State.
Nev. Rev. Stat. § 81.700 — NV Code / Title 7 / Chapter 81 / Section 81.700
Short title
Status: in_force

NRS 81.700 to 81.890 , inclusive, may be cited as the Revised Uniform Unincorporated Nonprofit Association Act of 2008.
Nev. Rev. Stat. § 86.421 — NV Code / Title 7 / Chapter 86 / Section 86.421
Indemnification of manager, member, employee or agent: Proceeding by company
Status: in_force

A limited-liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Nev. Rev. Stat. § 92A.310 — NV Code / Title 7 / Chapter 92A / Section 92A.310
“Corporate action” defined
Status: in_force

“Corporate action” means the action of a domestic corporation.
Nev. Rev. Stat. § 82.461 — NV Code / Title 7 / Chapter 82 / Section 82.461
Dissolved corporations: Duties of person appointed or authorized to act in liquidation
Status: in_force

The directors, trustees, receivers or those persons appointed or authorized to act in liquidation of a dissolved corporation shall:

1. Wind up the corporation;

2. Realize upon its assets;

3. Pay its debts; and

4. Distribute the residue of its money and property as follows: (a) Assets held by the corporation on the condition that upon dissolution they be returned, transferred or conveyed must be returned, transferred or conveyed as required; (b) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance upon dissolution, must be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution; (c) Other assets, if any, must be distributed in accordance with the provisions of the articles or the bylaws to the extent the articles or bylaws determine the distribution of assets; and (d) Any remaining assets may be distributed to the members and such persons, societies, organizations or domestic or foreign corporations, whether or not for profit, as may be specified in the plan of distribution.
Nev. Rev. Stat. § 87A.190 — NV Code / Title 7 / Chapter 87A / Section 87A.190
Effect of partnership agreement; nonwaivable provisions
Status: in_force

1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

2. A partnership agreement may not: (a) Vary a limited partnership's power under NRS 87A.160 to sue, be sued and defend in its own name; (b) Vary the law applicable to a limited partnership under NRS 87A.165 ; (c) Vary the requirements of NRS 87A.250 ; (d) Vary the information required under NRS 87A.195 or unreasonably restrict the right to information under NRS 87A.335 or 87A.380 , but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (e) Eliminate the duty of loyalty under NRS 87A.385 , but the partnership agreement may: (1) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and (2) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (f) Unreasonably reduce the duty of care under subsection 3 of NRS 87A.385 ; (g) Eliminate the obligation of good faith and fair dealing under subsection 2 of NRS 87A.340 and subsection 4 of NRS 87A.385 , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (h) Vary the power of a person to withdraw as a general partner under subsection 1 of NRS 87A.450 except to require that the notice under subsection 1 of NRS 87A.445 be in a record; (i) Vary the power of a court to decree dissolution in the circumstances specified in NRS 87A.495 ; (j) Vary the requirement to wind up the partnership's business as specified in NRS 87A.500 ; (k) Unreasonably restrict the right to maintain an action under NRS 87A.660 to 87A.680 , inclusive; (l) Restrict the right of a partner to approve a conversion or merger; or (m) Restrict rights under this chapter of a person other than a partner or a transferee.
Nev. Rev. Stat. § 92A.120 — NV Code / Title 7 / Chapter 92A / Section 92A.120
Approval of plan of merger, conversion or exchange for domestic corporation
Status: in_force

1. After adopting a plan of merger, exchange or conversion, the board of directors of each domestic corporation that is a constituent entity in the merger or conversion, or the board of directors of the domestic corporation whose shares will be acquired in the exchange, must submit the plan of merger, except as otherwise provided in NRS 92A.130 , 92A.133 and 92A.180 , the plan of conversion or the plan of exchange for approval by its stockholders who are entitled to vote on the plan in accordance with the provisions of this section.

2. For a plan of merger, conversion or exchange to be approved: (a) The board of directors must recommend the plan of merger, conversion or exchange to the stockholders, unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the stockholders with the plan; and (b) The stockholders entitled to vote must approve the plan.

3. The board of directors may condition its submission of the proposed merger, conversion or exchange on any basis. The provisions of this section or this chapter must not be construed to permit a board of directors to submit, or to agree to submit, a plan of merger, conversion or exchange to the stockholders without the recommendation of the board required pursuant to paragraph (a) of subsection 2 unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the stockholders with the plan. Any agreement of the board of directors to submit a plan of merger, conversion or exchange to the stockholders notwithstanding an adverse recommendation of the board of directors shall be deemed to be of no force or effect.

4. Unless the plan of merger, conversion or exchange is approved by the written consent of stockholders pursuant to subsection 7, the domestic corporation must notify each stockholder, whether or not the stockholder is entitled to vote, of the proposed stockholders' meeting in accordance with NRS 78.370 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy or summary of the plan.

5. Unless this chapter, the articles of incorporation, the resolutions of the board of directors establishing the class or series of stock or the board of directors acting pursuant to subsection 3 require a greater vote or a vote by classes of stockholders, the plan of merger or conversion must be approved by a majority of the voting power of the stockholders.

6. Unless the articles of incorporation or the resolution of the board of directors establishing a class or series of stock provide otherwise, or unless the board of directors acting pursuant to subsection 3 requires a greater vote, the plan of exchange must be approved by a majority of the voting power of each class and each series to be exchanged pursuant to the plan of exchange.

7. Unless otherwise provided in the articles of incorporation or the bylaws of the domestic corporation, the plan of merger, conversion or exchange may be approved by written consent as provided in NRS 78.320 .

8. If an officer, director or stockholder of a domestic corporation, 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 officer, director or stockholder will be the owner of an owner's interest in the resulting entity, then that officer, director or stockholder must also approve the plan of conversion.

9. Unless otherwise provided in the articles of incorporation or bylaws of a domestic corporation, a plan of merger, conversion or exchange may contain a provision that permits amendment of the plan of merger, conversion or exchange at any time after the stockholders of the domestic corporation approve the plan of merger, conversion or exchange, but before the articles of merger, conversion or exchange become effective, without obtaining the approval of the stockholders of the domestic corporation for the amendment if the amendment does not: (a) Alter or change the manner or basis of exchanging an owner's interest to be acquired for owner's interests, rights to purchase owner's interests, or other securities of the acquiring entity or any other entity, or for cash or other property in whole or in part; or (b) Alter or change any of the terms and conditions of the plan of merger, conversion or exchange in a manner that adversely affects the stockholders of the domestic corporation.

10. A board of directors shall cancel the proposed meeting or remove the plan of merger, conversion or exchange from consideration at the meeting if the board of directors determines that it is not advisable to submit the plan of merger, conversion or exchange to the stockholders for approval.
Nev. Rev. Stat. § 75.090 — NV Code / Title 7 / Chapter 75 / Section 75.090
“Writing” and “written” defined
Status: in_force

“ Writing ” or “ written ” means any information in the form of a record.
Nev. Rev. Stat. § 87A.025 — NV Code / Title 7 / Chapter 87A / Section 87A.025
“Debtor in bankruptcy” defined
Status: in_force

“ Debtor in bankruptcy ” means a person that is the subject of:

1. An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

2. A comparable order under federal, state or foreign law governing insolvency.
Nev. Rev. Stat. § 78A.010 — NV Code / Title 7 / Chapter 78A / Section 78A.010
Applicability of chapter
Status: in_force

The provisions of this chapter apply to all close corporations formed pursuant to NRS 78A.020 . Unless otherwise provided by this chapter, the provisions of chapter 78 of NRS are applicable to all close corporations.
Nev. Rev. Stat. § 87.040 — NV Code / Title 7 / Chapter 87 / Section 87.040
Rules of construction
Status: in_force

1. The rule that statutes in derogation of the common law are to be strictly construed has no application to NRS 87.010 to 87.430 , inclusive.

2. The law of estoppel applies to NRS 87.010 to 87.430 , inclusive.

3. The law of agency applies to NRS 87.010 to 87.430 , inclusive.

4. The Uniform Partnership Act must be interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.

5. The provisions of NRS 87.010 to 87.430 , inclusive, shall not be construed so as to impair the obligations of any contract existing on July 1, 1931, nor to affect any action or proceedings begun or right accrued before July 1, 1931.
Nev. Rev. Stat. § 88.585 — NV Code / Title 7 / Chapter 88 / Section 88.585
Registration of name
Status: in_force

Except as otherwise provided in NRS 88.609 , a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state or jurisdiction of organization, that contains the words “limited partnership” or the abbreviation “LP” or “L.P.” and that could be registered by a domestic limited partnership.
Nev. Rev. Stat. § 87.100 — NV Code / Title 7 / Chapter 87 / Section 87.100
Conveyance of real property of partnership
Status: in_force

1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance signed in the partnership name, but the partnership may recover such property unless the partner's act binds the partnership under the provisions of subsection 1 of NRS 87.090 or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his or her authority.

2. Where title to real property is in the name of the partnership, a conveyance signed by a partner, in his or her own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection 1 of NRS 87.090 .

3. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of subsection 1 of NRS 87.090 , unless the purchaser, or his or her assignee, is a holder for value without knowledge.

4. Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance signed by a partner in the partnership name, or in his or her own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection 1 of NRS 87.090 .

5. Where the title to real property is in the names of all the partners a conveyance signed by all the partners passes all their rights in such property.
Nev. Rev. Stat. § 81.933 — NV Code / Title 7 / Chapter 81 / Section 81.933
Membership shares; voting power of shares other than membership shares
Status: in_force

1. Each member shall own one membership share, and only members may own such shares.

2. Membership shares: (a) Must be issued for a fee determined by the board of directors of the worker cooperative. (b) Must not be considered a security.

3. Except as otherwise provided in subsection 4: (a) No shares of the corporation other than membership shares may be given voting power in a worker cooperative. (b) The power to amend or repeal the bylaws of a worker cooperative may only be given to the members.

4. An amendment that adversely affects the rights of the holders of corporate shares other than membership shares may not be adopted without the vote of such shareholders pursuant to chapter 78 of NRS.
Nev. Rev. Stat. § 77.350 — NV Code / Title 7 / Chapter 77 / Section 77.350
Change of name or address by noncommercial registered agent
Status: in_force

1. If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to NRS 77.310 , the agent shall file with the Secretary of State, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent which states: (a) The name of the entity; (b) The name and address of the agent as currently in effect with respect to the entity; (c) If the name of the agent has changed, its new name; and (d) If the address of the agent has changed, the new address.

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

3. A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing.
Nev. Rev. Stat. § 86.343 — NV Code / Title 7 / Chapter 86 / Section 86.343
Distributions: Prohibition; applicable determinations; liability of member for violation
Status: in_force

1. Except as otherwise provided in subsection 2, a distribution from a limited-liability company must not be made if, after giving it effect: (a) The company would not be able to pay its debts as they become due in the usual course of business; or (b) Except as otherwise specifically permitted by the articles of organization, the total assets of the company would be less than the sum of its total liabilities.

2. A distribution from a series of the company must not be made if, after giving it effect: (a) The company would not be able to pay the debts of the series from assets of the series as debts of the series become due in the usual course of business; or (b) Except as otherwise specifically permitted by the articles of organization, the total assets of the series would be less than the sum of the total liabilities of the series.

3. The manager or managers or, if management of the company is not vested in a manager or managers, the members, may base a determination that a distribution is not prohibited pursuant to this section on: (a) Financial statements prepared on the basis of accounting practices that are reasonable in the circumstances; (b) A fair valuation, including unrealized appreciation and depreciation; or (c) Any other method that is reasonable in the circumstances.

4. The effect of a distribution pursuant to this section must be measured: (a) In the case of a distribution by purchase, redemption or other acquisition by the company of member's interests, as of the earlier of: (1) The date on which money or other property is transferred or debt incurred by the company; or (2) The date on which the member ceases to be a member with respect to his or her acquired interest. (b) In the case of any other distribution of indebtedness, as of the date on which the indebtedness is distributed. (c) In all other cases, as of: (1) The date on which the distribution is authorized if the payment occurs within 120 days after the date of authorization; or (2) The date on which the payment is made if it occurs more than 120 days after the date of authorization.

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

6. Except as otherwise provided in subsection 7, a member who receives a distribution in violation of this section is liable to the limited-liability company or the series, as applicable, for the amount of the distribution. This subsection does not affect the validity of an obligation or liability of a member created by an agreement or other applicable law for the amount of a distribution.

7. A member who receives a distribution from a limited-liability company or the series, as applicable, in violation of this section is not liable to the limited-liability company or such series, as applicable, and, in the event of its dissolution or insolvency, to its creditors, or any of them, for the amount of the distribution after the expiration of 3 years after the date of the distribution unless an action to recover the distribution from the member is commenced before the expiration of the 3-year period following the distribution.

8. Except as otherwise provided in the articles of organization or operating agreement, the manager or managers or, if the management of the company is not vested in a manager or managers, the members, may fix a record date for determining the members entitled to a distribution authorized pursuant to this section. The record date must not precede the day on which it is fixed.
Nev. Rev. Stat. § 86.264 — NV Code / Title 7 / Chapter 86 / Section 86.264
Additional filing requirements for certain companies: Criteria; statement; fees
Status: in_force

1. At the time of submitting any list required pursuant to NRS 86.263 , a limited-liability company that meets the criteria set forth in subsection 2 must submit: (a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and (b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.

2. A limited-liability company must submit a statement pursuant to this section if the limited-liability company, including its parent and all subsidiaries: (a) Holds 25 percent or more of the share of the market within this State for any product sold or distributed by the limited-liability company within this State; and (b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the limited-liability company, its parent or its subsidiaries in any jurisdiction within the United States, including all state and federal investigations: (1) Which concern any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 , or which concern similar activities prohibited by a substantially similar law of another jurisdiction; and (2) Which resulted in the limited-liability company being fined or otherwise penalized or which resulted in the limited-liability company being required to divest any holdings or being unable to acquire any holdings as a condition for the settlement, dismissal or resolution of those investigations.

3. A limited-liability company that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation: (a) The jurisdiction in which the investigation was commenced. (b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation. (c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation. (d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the limited-liability company and whether the limited-liability company was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.

4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General's Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440 .
Nev. Rev. Stat. § 87.4309 — NV Code / Title 7 / Chapter 87 / Section 87.4309
“Person” defined
Status: in_force

“ Person ” means any natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government or governmental subdivision, agency or instrumentality or any other legal or commercial entity.