Nev. Rev. Stat. § 87A.375 — NV Code / Title 7 / Chapter 87A / Section 87A.375
Management rights of general partner
Status: in_force

1. Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.

2. The consent of each partner is necessary to: (a) Amend the partnership agreement; (b) Register a limited partnership as a registered limited-liability limited partnership pursuant to NRS 87A.630 or to withdraw its registration as a registered limited-liability limited partnership; and (c) Sell, lease, exchange or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the goodwill, other than in the usual and regular course of the limited partnership's activities.

3. A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.

4. A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.

5. A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection 3 or 4 constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.

6. A general partner is not entitled to remuneration for services performed for the partnership.
Nev. Rev. Stat. § 87.250 — NV Code / Title 7 / Chapter 87 / Section 87.250
Nature of partner's right in specific property of partnership
Status: in_force

1. A partner is co-owner with the other partners of specific partnership property holding as a tenant in partnership.

2. The incidents of this tenancy are such that: (a) A partner, subject to the provisions of NRS 87.010 to 87.430 , inclusive, and to any agreement between the partners, has an equal right with the other partners to possess specific partnership property for partnership purposes; but a partner has no right to possess such property for any other purpose without the consent of the other partners. (b) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property. (c) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws. (d) On the death of a partner his or her right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his or her right in such property vests in his or her legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose. (e) A partner's right in specific partnership property is not subject to dower, curtesy or allowances to widows, widowers, heirs or next of kin.
Nev. Rev. Stat. § 90.265 — NV Code / Title 7 / Chapter 90 / Section 90.265
“Person” defined
Status: in_force

“Person” includes a government, governmental agency or political subdivision of a government.
Nev. Rev. Stat. § 86.5466 — NV Code / Title 7 / Chapter 86 / Section 86.5466
Defaulting companies: Duties of Secretary of State
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited-liability company deemed in default pursuant to NRS 86.5465 . The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.

2. Immediately after the last day of the month in which the anniversary date of its organization occurs, the Secretary of State shall compile a complete list containing the names of all foreign limited-liability companies whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited-liability company specified in subsection 2 of the forfeiture of its right to transact business. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.
Nev. Rev. Stat. § 86.301 — NV Code / Title 7 / Chapter 86 / Section 86.301
Limitation on authority to contract debt or incur liability
Status: in_force

Except as otherwise provided in this chapter, the articles of organization or the operating agreement, no debt may be contracted or liability incurred by or on behalf of a limited-liability company or any series thereof except by:

1. One or more managers of a company or series which is managed by a manager or managers;

2. Any member of a company or series which is managed by its members;

3. Any agent, officer, employee or other representative of the company or series, as authorized in the operating agreement or in another writing by a manager or managers, if the company or series is managed by a manager or managers; or

4. Any agent, officer, employee or other representative of the company or series authorized in the operating agreement or in another writing by a member thereof, if the company or series is managed by its members.
Nev. Rev. Stat. § 78.635 — NV Code / Title 7 / Chapter 78 / Section 78.635
Appointment of receiver or trustee of insolvent corporation: Powers
Status: in_force

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

2. Receivers or trustees shall have full power and authority: (a) To demand, sue for, collect, receive and take into possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description of the 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 shall deem just and beneficial to the corporation; and (d) In case of mutual dealings between the corporation and any person to allow just setoffs in favor of such person in all cases in which the same ought to be allowed according to law and equity.

3. A debtor who shall have in good faith paid a debt to the corporation without notice of its insolvency or suspension of business, shall not be liable therefor, and the receiver or receivers or trustee or trustees shall have power to sell, convey and assign all the estate, rights and interests, and shall hold and dispose of the proceeds thereof under the directions of the district court.
Nev. Rev. Stat. § 77.385 — NV Code / Title 7 / Chapter 77 / Section 77.385
Cancellation of filings
Status: in_force

If an entity has made a filing with the Secretary of State pursuant to this chapter and the Secretary of State has not processed the filing and placed the filing into the public record, the entity may cancel the filing by:

1. Filing a statement of cancellation with the Secretary of State; and

2. Paying a fee of $50.
Nev. Rev. Stat. § 81.560 — NV Code / Title 7 / Chapter 81 / Section 81.560
Declaration of policy
Status: in_force

The Legislature hereby declares that the policy of the State is to maximize the funds available for charitable purposes by minimizing, to the greatest extent practicable, the imposition of federal income and excise taxes upon assets otherwise available for charitable purposes.
Nev. Rev. Stat. § 88.630 — NV Code / Title 7 / Chapter 88 / Section 88.630
Legislative intent
Status: in_force

The Legislature intends that this chapter be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Nev. Rev. Stat. § 80.200 — NV Code / Title 7 / Chapter 80 / Section 80.200
Surrender of right to transact intrastate business
Status: in_force

1. Any foreign corporation qualified to do business in this State under the provisions of this chapter may withdraw therefrom and surrender its right by: (a) Filing with the Secretary of State a notice of its purpose so to do, duly authorized to be given by resolution of its board of directors and signed by the proper officers thereof; and (b) Paying the fee required by NRS 80.050 for filing notice.

2. The provisions of subsection 1 apply only when the corporation's right to do business in this State at the time the notice is submitted for filing has not been forfeited.
Nev. Rev. Stat. § 78.012 — NV Code / Title 7 / Chapter 78 / Section 78.012
Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations
Status: in_force

The Legislature hereby finds and declares that:

1. It is important to the economy of this State, and to domestic corporations, their directors and officers, and their stockholders, employees, creditors and other constituencies, for the laws governing domestic corporations to be clear and comprehensible.

2. The laws of this State govern the incorporation and internal affairs of a domestic corporation and the rights, privileges, powers, duties and liabilities, if any, of its directors, officers and stockholders.

3. The plain meaning of the laws enacted by the Legislature in this title, including, without limitation, the fiduciary duties and liability of the directors and officers of a domestic corporation set forth in NRS 78.138 and 78.139 , must not be supplanted or modified by laws or judicial decisions from any other jurisdiction.

4. The directors and officers of a domestic corporation, in exercising their duties under NRS 78.138 and 78.139 , may be informed by the laws and judicial decisions of other jurisdictions and the practices observed by business entities in any such jurisdiction, but the failure or refusal of a director or officer to consider, or to conform the exercise of his or her powers to, the laws, judicial decisions or practices of another jurisdiction does not constitute or indicate a breach of a fiduciary duty.
Nev. Rev. Stat. § 86.246 — NV Code / Title 7 / Chapter 86 / Section 86.246
Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. Upon the request of the Secretary of State, a limited-liability company shall: (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in paragraph (a) of subsection 1 of NRS 86.241 , if different than the registered agent for such company. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State. (b) Provide written notice to the Secretary of State within 10 days after any change in the custodian of the list described in paragraph (a) of subsection 1 of NRS 86.241 .

2. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a limited-liability company to: (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to paragraph (a) of subsection 1 of NRS 86.241 ; or (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

3. If a limited-liability company fails to comply with any requirement pursuant to subsection 2, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the charter of the limited-liability company.

4. The Secretary of State shall not reinstate or revive a charter that was revoked or suspended pursuant to subsection 3 unless: (a) The limited-liability company complies with the requirements of subsection 2; or (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the charter.

5. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78.015 — NV Code / Title 7 / Chapter 78 / Section 78.015
Applicability of chapter; effect on corporations existing before April 1, 1925
Status: in_force

1. The provisions of this chapter apply to: (a) Corporations organized in this State on or after October 1, 1991, except: (1) Where the provisions of chapters 80, 84 and 89 of NRS are inconsistent with the provisions of this chapter; (2) Corporations expressly excluded by the provisions of this chapter; and (3) Corporations governed by the provisions of NRS 81.170 to 81.540 , inclusive, and chapter 82 of NRS. (b) Corporations whose charters are renewed or revived in the manner provided in NRS 78.730 . (c) Corporations organized and still existing under this chapter before October 1, 1991, or any prior act or any amendment thereto. (d) Close corporations, unless otherwise provided in chapter 78A of NRS. (e) All insurance companies, mutual fire insurance companies, surety companies, express companies, railroad companies, and public utility companies now existing and formed before October 1, 1991, under any other act or law of this State, subject to any special provisions concerning any class of corporations inconsistent with the provisions of this chapter, in which case the special provisions continue to apply.

2. Neither the existence of corporations formed or existing before April 1, 1925, nor any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on April 1, 1925, are affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, nor by the amendment or repeal of any laws under which such prior existing corporations were formed or created.
Nev. Rev. Stat. § 82.281 — NV Code / Title 7 / Chapter 82 / Section 82.281
Actions at meetings not regularly called: Consent, ratification and approval
Status: in_force

1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees, delegates or members, consent by: (a) A writing on the records of the meeting or filed with the secretary; (b) Presence at the meeting and oral consent entered on the minutes; or (c) Taking part in the deliberations at the meeting without objection, the actions taken at the meeting are as valid as if they had been taken at a meeting which was regularly called after notice was given.

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

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

4. Unless otherwise provided in the articles or bylaws, the consent or approval of delegates or members may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
Nev. Rev. Stat. § 88.470 — NV Code / Title 7 / Chapter 88 / Section 88.470
Form of partner's contribution
Status: in_force

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Nev. Rev. Stat. § 92A.370 — NV Code / Title 7 / Chapter 92A / Section 92A.370
Rights of dissenting member of domestic nonprofit corporation
Status: in_force

1. Except as otherwise provided in subsection 2, and unless otherwise provided in the articles or bylaws, any member of any constituent domestic nonprofit corporation who voted against the merger may, without prior notice, but within 30 days after the effective date of the merger, resign from membership and is thereby excused from all contractual obligations to the constituent or surviving corporations which did not occur before the member’s resignation and is thereby entitled to those rights, if any, which would have existed if there had been no merger and the membership had been terminated or the member had been expelled.

2. Unless otherwise provided in its articles of incorporation or bylaws, no member of a domestic nonprofit corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a domestic nonprofit corporation as a condition of or by reason of the ownership of an interest in real property, may resign and dissent pursuant to subsection 1.
Nev. Rev. Stat. § 78.152 — NV Code / Title 7 / Chapter 78 / Section 78.152
List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. In addition to any records required to be kept at its principal office or with the custodian of records pursuant to NRS 78.105 , a corporation that is not a publicly traded corporation shall maintain at the principal office in this State or with the custodian of records a current list of its owners of record.

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

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

4. If a corporation fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the corporate charter.

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 82.183 — NV Code / Title 7 / Chapter 82 / Section 82.183
Records to be provided to Secretary of State; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. Upon the request of the Secretary of State, a corporation shall provide the Secretary of State with the name and contact information of the custodian of the members' ledger or duplicate members' ledger kept pursuant to subsection 1 of NRS 82.181 . The information required pursuant to this subsection shall be kept confidential by the Secretary of State.

2. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a corporation to answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

3. If a corporation fails to comply with any requirement pursuant to subsection 2, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the corporation to transact business in this State.

4. The Secretary of State shall not reinstate or revive the right of a corporation to transact business in this State that was revoked or suspended pursuant to subsection 3 unless: (a) The corporation complies with the requirements of subsection 2; or (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the corporation to transact business in this State.

5. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 87A.385 — NV Code / Title 7 / Chapter 87A / Section 87A.385
General standards of conduct of general partner
Status: in_force

1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3.

2. A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: (a) To account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (b) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and (c) To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.

3. A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

4. A general 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.

5. A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest.
Nev. Rev. Stat. § 78.330 — NV Code / Title 7 / Chapter 78 / Section 78.330
Directors: Election; terms; classification; voting power
Status: in_force

1. Unless elected pursuant to NRS 78.320 , or unless the articles of incorporation or the bylaws require more than a plurality of the votes cast, directors of every corporation must be elected at the annual meeting of the stockholders by a plurality of the votes cast at the election. Unless otherwise provided in this chapter or in the bylaws, the board of directors has the authority to set the date, time and place for the annual meeting of the stockholders. If for any reason directors are not elected pursuant to NRS 78.320 or at the annual meeting of the stockholders, they may be elected at any special meeting of the stockholders which is called and held for that purpose. Unless otherwise provided in the articles of incorporation or bylaws, each director holds office after the expiration of his or her term until a successor is elected and qualified, or until the director resigns or is removed.

2. The articles of incorporation or the bylaws may provide for the classification of directors as to the duration of their respective terms of office or as to their election by one or more authorized classes or series of shares, but at least one-fourth in number of the directors of every corporation must be elected annually. If an amendment reclassifying the directors would otherwise increase the term of a director, unless the amendment is to the articles of incorporation and otherwise provides, the term of each incumbent director on the effective date of the amendment terminates on the date it would have terminated had there been no reclassification.

3. The articles of incorporation may provide that the voting power of individual directors or classes of directors may be greater than or less than that of any other individual directors or classes of directors, and the different voting powers may be stated in the articles of incorporation or may be dependent upon any fact or event that may be ascertained outside the articles of incorporation if the manner in which the fact or event may operate on those voting powers is stated in the articles of incorporation. If the articles of incorporation provide that any directors may have voting power greater than or less than other directors, every reference in this chapter to a majority or other proportion of directors shall be deemed to refer to a majority or other proportion of the voting power of all of the directors or classes of directors, as may be required by the articles of incorporation.
Nev. Rev. Stat. § 86.095 — NV Code / Title 7 / Chapter 86 / Section 86.095
“Noneconomic member” defined
Status: in_force

1. “ Noneconomic member ” means a member of a limited-liability company who: (a) Does not own a member's interest in the company; (b) Does not have an obligation to contribute capital to the company; (c) Does not have a right to participate in or receive distributions from the company or an obligation to contribute to the losses of the company; and (d) May have voting rights and other rights and privileges given to noneconomic members of the company by the articles of organization or operating agreement.

2. As used in this section, “distribution” has the meaning ascribed to it in NRS 86.279 .
Nev. Rev. Stat. § 87.410 — NV Code / Title 7 / Chapter 87 / Section 87.410
Liability of persons who continue business of partnership in certain cases
Status: in_force

1. When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his or her rights in partnership property to two or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

2. When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.

3. When any partner retires or dies and the business of the dissolved partnership is continued as set forth in subsections 1 and 2, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of the retired or deceased partner’s right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

4. When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

5. When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of paragraph (b) of subsection 2 of NRS 87.380 , either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

6. When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

7. The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

8. When the business of a partnership after dissolution is continued under any conditions set forth in this section the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for the retired or deceased partner’s right in partnership property.

9. Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.

10. The use by the person or partnership continuing the business of the partnership name, or the name of the deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.
Nev. Rev. Stat. § 78.438 — NV Code / Title 7 / Chapter 78 / Section 78.438
Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal
Status: in_force

1. Except as otherwise provided in NRS 78.433 to 78.437 , inclusive, a resident domestic corporation may not engage in any combination with any interested stockholder of the resident domestic corporation for 2 years after the date that the person first became an interested stockholder unless the combination meets all of the requirements of the articles of incorporation of the resident domestic corporation and: (a) The combination or the transaction by which the person first became an interested stockholder is approved by the board of directors of the resident domestic corporation before the person first became an interested stockholder; or (b) The combination is approved by the board of directors of the resident domestic corporation and, at or after that time, the combination is approved at an annual or special meeting of the stockholders of the resident domestic corporation, and not by written consent, by the affirmative vote of the holders of stock representing at least 60 percent of the outstanding voting power of the resident domestic corporation not beneficially owned by the interested stockholder or the affiliates or associates of the interested stockholder.

2. If a proposal in good faith regarding a combination is made in writing to the board of directors of the resident domestic corporation, the board of directors shall respond, in writing, within 30 days or such shorter period, if any, as may be required by the Securities Exchange Act, setting forth its reasons for its decision regarding the proposal.

3. If a proposal in good faith to enter into a transaction by which the person will become an interested stockholder is made in writing to the board of directors of the resident domestic corporation, the board of directors, unless it responds affirmatively in writing within 30 days or such shorter period, if any, as may be required by the Securities Exchange Act, is considered to have disapproved the transaction.
Nev. Rev. Stat. § 86.441 — NV Code / Title 7 / Chapter 86 / Section 86.441
Indemnification of member or manager: Advancement of expenses
Status: in_force

The articles of organization, the operating agreement or a separate agreement made by a limited-liability company may provide that the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding must be paid by the company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that the member or manager is not entitled to be indemnified by the company. The provisions of this section do not affect any rights to advancement of expenses to which personnel of the company other than managers or members may be entitled under any contract or otherwise by law.
Nev. Rev. Stat. § 82.346 — NV Code / Title 7 / Chapter 82 / Section 82.346
Amendment of articles before first meeting of directors
Status: in_force

1. If the first meeting of the directors has not taken place and if there are no members, a majority of the incorporators of a corporation may amend the original articles by signing and proving in the manner required for original articles, and filing with the Secretary of State a certificate amending, modifying, changing or altering the original articles, in whole or in part. The certificate must state that: (a) The signers thereof are a majority of the original incorporators of the corporation; and (b) As of the date of the certification, no meeting of the directors has taken place and the corporation has no members other than the incorporators.

2. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

3. This section does not permit the insertion of any matter not in conformity with this chapter.

4. The Secretary of State shall charge the fee allowed by law for filing the amended certificate of incorporation.
Nev. Rev. Stat. § 82.076 — NV Code / Title 7 / Chapter 82 / Section 82.076
Effect of amendment or repeal of chapter; chapter is part of corporation's charter
Status: in_force

Every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all members and delegates of the corporation are bound by any amendment of this chapter in the future, including the repeal of any provisions. The amendment or repeal of these provisions does not take away or impair any remedy against any corporation, or its officers, for any liability previously incurred. This chapter, and all amendments thereof, are a part of the charter of every corporation, except so far as they are inapplicable or inappropriate to the objects of the corporation.
Nev. Rev. Stat. § 88.6075 — NV Code / Title 7 / Chapter 88 / Section 88.6075
Status of partnership and liability of partners not affected by errors in certain filed information
Status: in_force

The status of a limited partnership as a registered limited-liability limited partnership, and the liability of its partners, are not affected by errors in the information contained in a certificate of registration or an annual list required to be filed with the Secretary of State, or by changes after the filing of such a certificate or list in the information contained in the certificate or list.
Nev. Rev. Stat. § 88.602 — NV Code / Title 7 / Chapter 88 / Section 88.602
Activities not constituting transaction of business
Status: in_force

1. For the purposes of NRS 88.570 to 88.605 , inclusive, the following activities do not constitute transacting business in this State: (a) Maintaining, defending or settling any proceeding; (b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs; (c) Maintaining accounts in banks or credit unions; (d) Maintaining offices or agencies for the transfer, exchange and registration of the company's own securities or maintaining trustees or depositaries with respect to those securities; (e) Making sales through independent contractors; (f) Soliciting or receiving orders outside this State through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside this State and filling them by shipping goods into this State; (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (i) Owning, without more, real or personal property; (j) Isolated transactions completed within 30 days and not a part of a series of similar transactions; (k) The production of motion pictures as defined in NRS 231.020 ; (l) Transacting business as an out-of-state depository institution pursuant to the provisions of chapters 657 to 671, inclusive, of NRS; and (m) Transacting business in interstate commerce.

2. The list of activities in subsection 1 is not exhaustive.

3. A person who is not transacting business in this State within the meaning of this section need not qualify or comply with any provision of this chapter, title 55 of NRS or chapter 645A or 645B of NRS unless the person: (a) Maintains an office in this State for the transaction of business; or (b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS .

4. The fact that a person is not transacting business in this State within the meaning of this section: (a) Does not affect the determination of whether any court, administrative agency or regulatory body in this State may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and (b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not transacting business in this State, including, without limitation, any civil action, criminal action, administrative proceeding or regulatory proceeding involving an alleged violation of chapter 597, 598 or 598A of NRS .

5. As used in this section, “ deposits ” means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS .
Nev. Rev. Stat. § 81.010 — NV Code / Title 7 / Chapter 81 / Section 81.010
Formation; applicable law; revival of certain expired corporations
Status: in_force

1. Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in NRS 81.010 to 81.160 , inclusive. A majority of the persons must be residents of this State, and such a corporation has and may exercise the powers necessarily incident thereto. Except as otherwise provided in subsection 2, the provisions of chapter 78 of NRS govern each nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160 , inclusive. If such a nonprofit cooperative corporation is organized without shares of stock, the members shall be deemed to be “shareholders” or “stockholders” as these terms are used in chapter 78 of NRS.

2. If the term for which a nonprofit cooperative corporation was to exist has expired but the corporation has continued to perform the activities authorized by its original articles of incorporation or any amendment thereto, revival of its corporate existence does not require the consent of its members or stockholders. Each required action to accomplish a revival may be taken by a majority of the surviving directors. The revival is effective as of the date of expiration of the original term.
Nev. Rev. Stat. § 92A.027 — NV Code / Title 7 / Chapter 92A / Section 92A.027
“Domestic general partnership” defined
Status: in_force

“ Domestic general partnership ” means a general partnership governed by the provisions of chapter 87 of NRS.
Nev. Rev. Stat. § 87.370 — NV Code / Title 7 / Chapter 87 / Section 87.370
Right to wind up
Status: in_force

Unless otherwise agreed the partners who have not wrongfully dissolved the partnership, or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner or his or her legal representative or assignee, upon cause shown, may obtain winding up by the court.
Nev. Rev. Stat. § 78.685 — NV Code / Title 7 / Chapter 78 / Section 78.685
Action on creditors’ claims; appeal of disallowed claims
Status: in_force

1. The clerk of the district court, immediately upon the expiration of the time fixed for the filing of claims, shall notify the trustee or receiver of the filing of the claims. The trustee or receiver shall inspect the claims and within 30 days notify each claimant of his or her decision. The trustee or receiver may require all creditors whose claims are disputed to submit themselves to an examination in relation to their claims, and to produce such books and papers relating to their claims as the trustee or receiver requests. The trustee or receiver may examine, under oath or affirmation, all witnesses produced before him or her regarding the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of the determination.

2. Every creditor or claimant who has received notice from the receiver or trustee that his or her claim has been disallowed in whole or in part may appeal to the district court within 30 days thereafter. The court, after a hearing, shall determine the rights of the parties.
Nev. Rev. Stat. § 78.730 — NV Code / Title 7 / Chapter 78 / Section 78.730
Renewal or revival: Procedure; fee; certificate as evidence
Status: in_force

1. Except as otherwise provided in NRS 78.152 , any corporation which did exist or is existing under the laws of this State may, upon complying with the provisions of NRS 78.180 , procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or existing charter, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired. (2) The information required pursuant to NRS 77.310 . (3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue. (5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter. (b) A list of its president, secretary and treasurer, or the equivalent thereof, and all of its directors 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 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.

2. A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by an officer of the corporation. The certificate must be approved by a majority of the voting power of the shares.

3. A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by a person or persons designated or appointed by the stockholders of the corporation. The signing and filing of the certificate must be approved by the written consent of stockholders of the corporation holding at least a majority of the voting power and must contain a recital that this consent was secured. If no stock has been issued, the certificate must contain a statement of that fact, and a majority of the directors then in office may designate the person to sign the certificate. The corporation shall pay to the Secretary of State the fee required to establish a new corporation pursuant to the provisions of this chapter.

4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation therein named.
Nev. Rev. Stat. § 82.136 — NV Code / Title 7 / Chapter 82 / Section 82.136
Restrictions: Issuance of stock; pecuniary gain of members; distributions
Status: in_force

1. A corporation must not have or issue shares of stock.

2. A corporation must not be formed for a purpose involving pecuniary gain to its members.

3. A corporation must not distribute any gain, profits or dividends to any member, except as otherwise provided in this chapter or upon dissolution or final liquidation as provided in this chapter and in the corporation's articles and bylaws.
Nev. Rev. Stat. § 78.047 — NV Code / Title 7 / Chapter 78 / Section 78.047
Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations
Status: in_force

1. Every person, other than a corporation organized and existing pursuant to the laws of another state, territory, the District of Columbia, a possession of the United States or a foreign country, who is purporting to do business in this State as a corporation and who willfully fails or neglects to file with the Secretary of State articles of incorporation is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

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

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

4. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78.0285 — NV Code / Title 7 / Chapter 78 / Section 78.0285
Secretary of State authorized to adopt certain regulations to allow corporation 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 corporation 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. § 87.543 — NV Code / Title 7 / Chapter 87 / Section 87.543
Defaulting partnerships: Duties of Secretary of State
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign registered limited-liability partnership deemed in default pursuant to NRS 87.5425 . The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.

2. Immediately after the last day of the month in which the anniversary date of its registration occurs, the Secretary of State shall compile a complete list containing the names of all foreign registered limited-liability partnerships whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign registered limited-liability partnership specified in subsection 2 of the forfeiture of its right to transact business. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.
Nev. Rev. Stat. § 87.180 — NV Code / Title 7 / Chapter 87 / Section 87.180
Rules determining rights and duties of partners
Status: in_force

The rights and duties of the partners in relation to the partnership are determined, subject to any agreement between them, by the following rules:

1. Each partner must be repaid his or her contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied. Except as otherwise provided in subsection 2 of NRS 87.150 , each partner shall contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his or her share in the profits.

2. The partnership shall indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or for the preservation of its business or property.

3. A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which the partner agreed to contribute, must be paid interest from the date of the payment or advance.

4. A partner may receive interest on the capital contributed by him or her only from the date when repayment should be made.

5. All partners have equal rights in the management and conduct of the partnership business.

6. No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his or her services in winding up the partnership affairs.

7. No person may become a member of a partnership without the consent of all the partners.

8. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners. No act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
Nev. Rev. Stat. § 86.566 — NV Code / Title 7 / Chapter 86 / Section 86.566
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. § 82.531 — NV Code / Title 7 / Chapter 82 / Section 82.531
Fees
Status: in_force

1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation, certificates pursuant to NRS 82.061 and 82.063 and records for dissolution is $50 for each record.

2. Except as otherwise provided in NRS 82.193 and subsection 1 , the fees for filing records are those set forth in NRS 78.765 to 78.785 , inclusive.
Nev. Rev. Stat. § 86.161 — NV Code / Title 7 / Chapter 86 / Section 86.161
Articles of organization: Required and optional provisions
Status: in_force

1. The articles of organization must set forth: (a) The name of the limited-liability company; (b) The information required pursuant to NRS 77.310 ; (c) The name and address, either residence or business, of each of the organizers signing the articles; (d) If the company is to be managed by: (1) One or more managers, the name and address, either residence or business, of each initial manager; or (2) The members, the name and address, either residence or business, of each initial member; (e) If the company is authorized to have one or more series of members, a statement to that effect; and (f) If the company is to be a restricted limited-liability company, a statement to that effect.

2. The articles may set forth any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.

3. It is not necessary to set out in the articles of organization: (a) The rights of the members to contract debts on behalf of the limited-liability company if the limited-liability company is managed by its members; (b) The rights of the manager or managers to contract debts on behalf of the limited-liability company if the limited-liability company is managed by a manager or managers; or (c) Any of the powers enumerated in this chapter.
Nev. Rev. Stat. § 88.5915 — NV Code / Title 7 / Chapter 88 / Section 88.5915
Additional filing requirements for certain partnerships: Criteria; statement; fees
Status: in_force

1. At the time of submitting any list required pursuant to NRS 88.591 , a foreign limited partnership that meets the criteria set forth in subsection 2 must submit: (a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and (b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.

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

3. A foreign limited partnership that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation: (a) The jurisdiction in which the investigation was commenced. (b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation. (c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation. (d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the foreign limited partnership and whether the foreign limited partnership 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. § 88A.230 — NV Code / Title 7 / Chapter 88A / Section 88A.230
Name of trust: Distinguishable name required; availability of name of revoked, merged or otherwise terminated trust; regulations
Status: reserved

1. The name of a business trust formed pursuant to the provisions of this chapter must contain the words “Business Trust” or the abbreviation “B.T.” or “BT.”

2. The name proposed for a business trust 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 certificate of trust containing it to the signers of the certificate, 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 certificate.

3. For the purposes of this section and NRS 88A.240 , 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 trade name, or any combination of these.

4. The name of a business trust whose certificate of trust 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 may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 82A.040 — NV Code / Title 7 / Chapter 82A / Section 82A.040
“Contribution” defined
Status: in_force

1. “ Contribution ” means the promise or grant of any money or property of any kind or value.

2. The term does not include any: (a) Bona fide fees; or (b) Dues or assessments paid by members, if the membership is not conferred solely as a consideration for making a contribution in response to a solicitation.

3. Nothing in this section shall be construed to require a contribution to be tax deductible pursuant to the provisions of section 170 of the Internal Revenue Code , 26 U.S.C. § 170 .
Nev. Rev. Stat. § 81.845 — NV Code / Title 7 / Chapter 81 / Section 81.845
Meetings of managers: Notice and quorum requirements
Status: in_force

Notice and quorum requirements for meetings of managers and the conduct of meetings of managers are determined by the governing principles.
Nev. Rev. Stat. § 88.375 — NV Code / Title 7 / Chapter 88 / Section 88.375
Manner in which certificates must be signed
Status: in_force

1. Each certificate required by NRS 88.350 to 88.390 , inclusive, to be filed in the Office of the Secretary of State must be signed in the following manner: (a) An original certificate of limited partnership must be signed by all organizers; (b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and (c) A certificate of cancellation must be signed by all general partners.

2. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

3. The signing of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
Nev. Rev. Stat. § 81.060 — NV Code / Title 7 / Chapter 81 / Section 81.060
Articles of incorporation: Filing requirements; acceptable evidence of incorporation
Status: in_force

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

2. If a corporation formed under NRS 81.010 to 81.160 , inclusive, is authorized to issue stock, there must be paid to the Secretary of State for filing the articles of incorporation the fee applicable to the amount of authorized stock of the corporation which the Secretary of State is required by law to collect upon the filing of articles of incorporation which authorize the issuance of stock.

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

4. Upon the issuance of the certificate by the Secretary of State, the persons signing the articles and their associates and successors are a body politic and corporate. When so filed, the articles of incorporation or certified copies thereof must be received in all the courts of this State, and other places, as prima facie evidence of the facts contained therein.
Nev. Rev. Stat. § 78A.020 — NV Code / Title 7 / Chapter 78A / Section 78A.020
Filing requirements; required and optional provisions of articles of incorporation
Status: in_force

1. A close corporation must be formed in accordance with NRS 78.030 to 78.055 , inclusive, subject to the following requirements: (a) All of the issued stock of the corporation of all classes, exclusive of treasury shares, must be represented by certificates and must be held of record by a specified number of persons, not to exceed 30. (b) All of the issued stock of all classes must be subject to one or more of the restrictions on transfer pursuant to NRS 78A.050 . (c) The corporation shall not offer any of its stock of any class that would constitute a public offering within the meaning of the Securities Act of 1933, 15 U.S.C. §§ 77a et seq.

2. The articles of incorporation of a close corporation must: (a) Set forth the matters required by NRS 78.035 except that the articles must state that there will be no board of directors if so agreed pursuant to NRS 78A.070 . (b) Contain a heading stating the name of the corporation and that it is a close corporation.

3. The articles of incorporation of a close corporation may set forth the qualifications of stockholders by specifying the classes of persons who are entitled to be holders of record of stock of any class, the classes of persons who are not entitled to be holders of record of stock of any class, or both.

4. To determine the number of holders of record of the stock of a close corporation, stock that is held in joint or common tenancy or by community property must be treated as held by one stockholder.
Nev. Rev. Stat. § 88A.370 — NV Code / Title 7 / Chapter 88A / Section 88A.370
Duties and liabilities of officer, employee, manager or other person acting pursuant to certificate of trust or governing instrument
Status: in_force

To the extent that, at law or in equity, an officer, employee, manager or other person acting pursuant to the certificate of trust or a governing instrument has duties, fiduciary or otherwise, and liabilities relating thereto to a business trust, beneficial owner or trustee:

1. If such a person acts pursuant to a governing instrument, the person is not liable to the business trust, a beneficial owner or a trustee for the person’s reliance in good faith on the provisions of the governing instrument; and

2. The duties and liabilities of such a person may be expanded or restricted by provisions in the governing instrument.
Nev. Rev. Stat. § 78.765 — NV Code / Title 7 / Chapter 78 / Section 78.765
Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal
Status: in_force

1. The fee for filing a certificate changing the number of authorized shares pursuant to NRS 78.209 or a certificate of amendment to articles of incorporation that increases the corporation's authorized stock or a certificate of correction that increases the corporation's authorized stock is the difference between the fee computed at the rates specified in NRS 78.760 upon the total authorized stock of the corporation, including the proposed increase, and the fee computed at the rates specified in NRS 78.760 upon the total authorized capital, excluding the proposed increase. In no case may the amount be less than $175.

2. The fee for filing a certificate of amendment to articles of incorporation that does not increase the corporation's authorized stock or a certificate of correction that does not increase the corporation's authorized stock is $175.

3. The fee for filing a certificate or an amended certificate pursuant to NRS 78.1955 is $175.

4. The fee for filing a certificate of termination pursuant to NRS 78.209 , 78.380 or 78.390 or a certificate of withdrawal pursuant to NRS 78.1955 is $175.
Nev. Rev. Stat. § 80.030 — NV Code / Title 7 / Chapter 80 / Section 80.030
Filing of amendatory records after qualification
Status: in_force

1. Each foreign corporation admitted to do business in this State shall, within 90 days after the filing of any record amendatory or otherwise relating to the original articles in the place of its creation, file in the Office of the Secretary of State: (a) A copy of the record certified by an authorized officer of the place of its creation, or a certificate evidencing the filing, issued by the authorized officer of the place of its creation with whom the record was filed; and (b) A statement of an officer of the corporation of the change reflected by the filing of the record, showing its relation to the name, authorized capital stock, or general purposes.

2. When a foreign corporation authorized to do business in this State becomes a constituent of a merger permitted by the laws of the state or country in which it is incorporated, it shall, within 90 days after the merger becomes effective, file a copy of the agreement of merger filed in the place of its creation, certified by an authorized officer of the place of its creation, or a certificate, issued by the proper officer of the place of its creation, attesting to the occurrence of the event, in the Office of the Secretary of State.

3. The Secretary of State may revoke the right of a foreign corporation to transact business in this State if it fails to file the records required by this section or pay the fees incident to that filing.
Nev. Rev. Stat. § 78.590 — NV Code / Title 7 / Chapter 78 / Section 78.590
Trustees of dissolved corporation: Powers of directors
Status: in_force

1. Upon the dissolution of any corporation under the provisions of NRS 78.580 , or upon the expiration of the period of its corporate existence, limited by its articles of incorporation, the directors become trustees thereof, with full power to prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the corporation, to enable the corporation gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which the corporation was established.

2. After paying or adequately providing for the liabilities and obligations of the corporation, the trustees, with the written consent of stockholders holding stock in the corporation entitling them to exercise at least a majority of the voting power, may sell the remaining assets or any part thereof to a corporation organized under the laws of this or any other state, and take in payment therefor the stock or bonds, or both, of that corporation and distribute them among the stockholders of the liquidated corporation, in proportion to their interest therein. No such sale is valid as against any stockholder who, within 30 days after the mailing of notice to the stockholder of the sale, applies to the district court for an appraisal of the value of his or her interest in the assets so sold, and unless within 30 days after the appraisal is confirmed by the court the stockholders consenting to the sale, or some of them, pay to the objecting stockholder or deposit for the objecting stockholder's account, in the manner directed by the court, the amount of the appraisal. Upon the payment or deposit the interest of the objecting stockholder vests in the person or persons making the payment or deposit.

3. In winding up and liquidating the business and affairs of the corporation, the trustees have the duties imposed upon them, and the benefit of the presumptions established, by NRS 78.138 .
Nev. Rev. Stat. § 88A.736 — NV Code / Title 7 / Chapter 88A / Section 88A.736
Defaulting trusts: Duties of Secretary of State
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign business trust deemed in default pursuant to NRS 88A.735 . The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.

2. Immediately after the last day of the month in which the anniversary date of the filing of the certificate of trust occurs, the Secretary of State shall compile a complete list containing the names of all foreign business trusts whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign business trust specified in subsection 2 of the forfeiture of its right to transact business. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.
Nev. Rev. Stat. § 84.0063 — NV Code / Title 7 / Chapter 84 / Section 84.0063
Secretary of State authorized to adopt certain regulations to allow corporation sole 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 corporation sole 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. § 87A.460 — NV Code / Title 7 / Chapter 87A / Section 87A.460
Power to bind and liability to limited partnership before dissolution of partnership of person withdrawn as general partner
Status: in_force

1. After a person is withdrawn as a general partner and before the limited partnership is dissolved, converted under chapter 92A of NRS or merged out of existence under chapter 92A of NRS, the limited partnership is bound by an act of the person only if: (a) The act would have bound the limited partnership under NRS 87A.355 before the withdrawal; and (b) At the time the other party enters into the transaction: (1) Less than 2 years has passed since the withdrawal; and (2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner.

2. If a limited partnership is bound under subsection 1, the person withdrawn as a general partner which caused the limited partnership to be bound is liable: (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and (b) If a general partner or another person withdrawn as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Nev. Rev. Stat. § 87.080 — NV Code / Title 7 / Chapter 87 / Section 87.080
Property of partnership
Status: in_force

1. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.

2. Unless the contrary intention appears, property acquired with partnership funds is partnership property.

3. Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.

4. A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
Nev. Rev. Stat. § 82.201 — NV Code / Title 7 / Chapter 82 / Section 82.201
Board of directors or trustees: General powers
Status: in_force

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

2. Unless otherwise provided in the articles and subject to the bylaws adopted by the members, if any, directors may make the bylaws of the corporation.
Nev. Rev. Stat. § 88A.170 — NV Code / Title 7 / Chapter 88A / Section 88A.170
Provisions of chapter may be altered or repealed
Status: repealed

All provisions of this chapter may be altered from time to time or repealed, and all rights of business trusts, trustees, beneficial owners and other persons are subject to this reservation.
Nev. Rev. Stat. § 90.605 — NV Code / Title 7 / Chapter 90 / Section 90.605
False or fraudulent representations in investigations, proceedings or prosecutions; offering false evidence; destroying evidence
Status: in_force

In any investigation, proceeding or prosecution with respect to any violation of a provision of this chapter, a regulation adopted pursuant to this chapter, an order denying, suspending or revoking the effectiveness of registration or an order to cease and desist issued by the Administrator, a person shall not willfully:

1. Make any materially false, fictitious or fraudulent statement or representation;

2. Offer or procure to be offered into evidence, as genuine, any book, paper, document or record if the person knows that the book, paper, document or record has been forged or fraudulently altered; or

3. Destroy, alter, erase, obliterate or conceal, or cause to be destroyed, altered, erased, obliterated or concealed, any book, paper, document or record, with the intent to: (a) Conceal any violation of any provision of this chapter, a regulation adopted pursuant to this chapter, an order denying, suspending or revoking the effectiveness of registration or an order to cease and desist issued by the Administrator; (b) Protect or conceal the identity of any person who has violated any provision of this chapter, a regulation adopted pursuant to this chapter, an order denying, suspending or revoking the effectiveness of registration or an order to cease and desist issued by the Administrator; or (c) Delay or hinder the investigation or prosecution of any person for any violation of any provision of this chapter, a regulation adopted pursuant to this chapter, an order denying, suspending or revoking the effectiveness of registration or an order to cease and desist issued by the Administrator.
Nev. Rev. Stat. § 78.275 — NV Code / Title 7 / Chapter 78 / Section 78.275
Assessments on stock: Levy and collection; sale after default in payment
Status: in_force

1. The directors may at such times and in such amount, as they may from time to time deem the interest of the corporation to require, levy and collect assessments upon the assessable stock of the corporation in the manner provided in this section.

2. Notice of each assessment must be given to the stockholders personally, or by publication once a week for at least 4 weeks, in some newspaper published in the county in which the principal office of the corporation is located or, if the principal office of the corporation is not located in this State, in the county in which the corporation's registered office is located, and in a newspaper published in the county wherein the property of the corporation is situated if in this State.

3. If, after the notice has been given, any stockholder defaults in the payment of the assessment upon the shares held by the stockholder, so many of those shares may be sold as will be necessary for the payment of the assessment upon all the shares held by the stockholder, together with all costs of advertising and expenses of sale. The sale of the shares must be made at the office of the corporation at public auction to the highest bidder, after a notice thereof published for 4 weeks as directed in this section, and a copy of the notice mailed to each delinquent stockholder if his or her address is known 4 weeks before the sale. At the sale the person who offers to pay the assessment so due, together with the expenses of advertising and sale, for the smallest number of shares, or portion of a share, as the case may be, shall be deemed the highest bidder.
Nev. Rev. Stat. § 77.200 — NV Code / Title 7 / Chapter 77 / Section 77.200
“Public organic document” defined
Status: in_force

“ Public organic document ” means the public record the filing of which creates an entity, and any amendment to or restatement of that record.
Nev. Rev. Stat. § 78.070 — NV Code / Title 7 / Chapter 78 / Section 78.070
Specific powers
Status: in_force

Subject to such limitations, if any, as may be contained in its articles of incorporation, every corporation has the following powers:

1. To borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation and to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or other security, or unsecured, for money borrowed, or in payment for property purchased or acquired, or for any other lawful object.

2. To guarantee, purchase, hold, take, obtain, receive, subscribe for, own, use, dispose of, sell, exchange, lease, lend, assign, mortgage, pledge, or otherwise acquire, transfer or deal in or with bonds or obligations of, or shares, securities or interests in or issued by, any person, government, governmental agency or political subdivision of government, and to exercise all the rights, powers and privileges of ownership of such an interest, including the right to vote, if any.

3. To purchase, hold, sell, pledge and transfer shares of its own stock, and use therefor its property or money.

4. To conduct business, have one or more offices, and hold, purchase, lease, mortgage, convey and take by devise or bequest real and personal property in this State, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, Puerto Rico and any foreign countries.

5. To do everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not the business is similar in nature to the objects set forth in the articles of incorporation, except that: (a) A corporation created under the provisions of this chapter does not possess the power of issuing bills, notes or other evidences of debt for circulation of money; and (b) This chapter does not authorize the formation of banking corporations to issue or circulate money or currency within this State, or outside of this State, or at all, except the federal currency, or the notes of banks authorized under the laws of the United States.

6. To make donations for the public welfare or for charitable, scientific or educational purposes.

7. To enter into any relationship with another person in connection with any lawful activities.

8. To renounce in its articles of incorporation or by action by the board of directors any interest or expectancy to participate in specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders.
Nev. Rev. Stat. § 90.450 — NV Code / Title 7 / Chapter 90 / Section 90.450
Custody of client's securities and money
Status: in_force

1. Unless prohibited by regulation or order of the Administrator, an investment adviser registered under the Investment Advisers Act of 1940 1 may take or retain custody of securities or money of a client.

2. To the extent permitted by regulation or order of the Administrator, an investment adviser exempt from registration under the Investment Advisers Act of 1940, but licensed as an investment adviser under this chapter, may take or retain custody of securities or money of a client.

1 15 USCA § 80b-1 et seq.
Nev. Rev. Stat. § 88A.910 — NV Code / Title 7 / Chapter 88A / Section 88A.910
Manner in which record may be filed
Status: in_force

A record may be filed by telecopy, facsimile or similar electronic transmission, but the Secretary of State need not accept any record that is illegible or otherwise unsuitable for the procedures of the Office of the Secretary of State.
Nev. Rev. Stat. § 78.767 — NV Code / Title 7 / Chapter 78 / Section 78.767
Filing fees: Certificates of restated articles of incorporation
Status: in_force

1. The fee for filing a certificate of restated articles of incorporation that does not increase the corporation's authorized stock is $175.

2. The fee for filing a certificate of restated articles of incorporation that increases the corporation's authorized stock is the difference between the fee computed pursuant to NRS 78.760 based upon the total authorized stock of the corporation, including the proposed increase, and the fee computed pursuant to NRS 78.760 based upon the total authorized stock of the corporation, excluding the proposed increase. In no case may the amount be less than $175.
Nev. Rev. Stat. § 78.245 — NV Code / Title 7 / Chapter 78 / Section 78.245
Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exceptions
Status: in_force

1. Except as otherwise provided in subsection 2, no stocks, bonds or other securities issued by any corporation organized under this chapter, nor the income or profits therefrom, nor the transfer thereof by assignment, descent, testamentary disposition or otherwise, shall be taxed by this State when such stocks, bonds or other securities shall be owned by nonresidents of this State or by foreign corporations.

2. The provisions of subsection 1 do not apply to the commerce tax imposed pursuant to chapter 363C of NRS or the tax imposed pursuant to chapter 363D of NRS .
Nev. Rev. Stat. § 86.101 — NV Code / Title 7 / Chapter 86 / Section 86.101
“Operating agreement” defined
Status: in_force

“ Operating agreement ” means any valid agreement of the members as to the affairs of a limited-liability company and the conduct of its business, whether in any tangible or electronic format.
Nev. Rev. Stat. § 88.415 — NV Code / Title 7 / Chapter 88 / Section 88.415
Fees
Status: in_force

The Secretary of State, for services relating to the official duties of the Secretary of State and the records of the Office of the Secretary of State, shall charge and collect the following fees:

1. For filing a certificate of limited partnership, or for registering a foreign limited partnership, $75.

2. For filing a certificate of registration of limited-liability limited partnership, or for registering a foreign registered limited-liability limited partnership, $100.

3. For filing a certificate of amendment of limited partnership or restated certificate of limited partnership, $175.

4. For certifying a copy of a certificate of limited partnership, an amendment to the certificate, or a certificate as amended, $30 per certification.

5. For certifying an authorized printed copy of the limited partnership law, $30.

6. For reserving a limited partnership name, or for signing, filing or certifying any other record, $25.

7. For copies provided by the Office of the Secretary of State, $2 per page.

8. For filing a certificate of cancellation of a limited partnership, $100.

Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.
Nev. Rev. Stat. § 81.919 — NV Code / Title 7 / Chapter 81 / Section 81.919
Election of corporation to be governed as worker cooperative; applicable law
Status: in_force

1. A corporation formed pursuant to chapter 78 of NRS may elect to be governed as a worker cooperative under the provisions of NRS 81.901 to 81.959 , inclusive, and such an election must be stated in the articles of incorporation of the corporation or in an amendment to the articles of incorporation of the corporation filed pursuant to chapter 78 of NRS.

2. The provisions of chapter 78 of NRS govern a worker cooperative established pursuant to NRS 81.901 to 81.959 , inclusive, except to the extent that the provisions of chapter 78 of NRS are inconsistent with NRS 81.901 to 81.959 , inclusive.
Nev. Rev. Stat. § 88.540 — NV Code / Title 7 / Chapter 88 / Section 88.540
Right of assignee to become limited partner; liability
Status: in_force

1. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or (b) All other partners consent.

2. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in NRS 88.490 to 88.525 , inclusive. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.

3. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under NRS 88.385 and 88.475 .
Nev. Rev. Stat. § 92A.160 — NV Code / Title 7 / Chapter 92A / Section 92A.160
Approval of plan of merger or exchange for domestic nonprofit corporation
Status: in_force

1. A plan of merger or exchange involving a domestic nonprofit corporation must be adopted by the board of directors. The plan must also be approved by each public officer or other person whose approval of a plan of merger or exchange is required by the articles of incorporation of the domestic nonprofit corporation.

2. If the domestic nonprofit corporation has members entitled to vote on plans of merger or exchange, the board of directors of the domestic nonprofit corporation must recommend the plan of merger or exchange to the members, 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 members with the plan.

3. The board of directors may condition its submission of the proposed merger or exchange on any basis.

4. The members entitled to vote on a plan of merger or exchange must approve the plan at a meeting of members called for that purpose, by written consent pursuant to NRS 82.276 , or by a vote by written ballot pursuant to NRS 82.326 .

5. The corporation must notify, in the manner required by NRS 82.336 , each nonprofit member of the time and place of the meeting of members at which the plan of merger or exchange will be submitted for a vote.

6. Unless the articles of incorporation of the domestic nonprofit corporation or the board of directors acting pursuant to subsection 3 require a greater vote or a vote by classes of members, the plan of merger or exchange to be authorized must be approved by a majority of a quorum of the members unless a class of members is entitled to vote thereon as a class. If a class of members is so entitled, the plan must be approved by a majority of a quorum of the votes entitled to be cast on the plan by each class.

7. Separate voting by a class of members is required: (a) On a plan of merger if the plan contains a provision that, if contained in the proposed amendment to articles of incorporation, would entitle particular members to vote as a class on the proposed amendment; and (b) On a plan of exchange by each class or series of memberships included in the exchange, with each class or series constituting a separate voting class.
Nev. Rev. Stat. § 88A.330 — NV Code / Title 7 / Chapter 88A / Section 88A.330
Beneficial owners: Contributions to trust; obligations; penalties
Status: in_force

1. A contribution of a beneficial owner to a business trust may be any tangible or intangible property or benefit to the business trust, including cash, a promissory note, services performed, a contract for services to be performed, or a security of the business trust. A person may become a beneficial owner of a business trust and may receive a beneficial interest in a business trust without making, or being obligated to make, a contribution to the business trust.

2. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial owner is obligated to the business trust to perform a promise to make a contribution even if the beneficial owner is unable to perform because of death, disability or any other reason. If a beneficial owner does not make a promised contribution of property or services, the beneficial owner is obligated at the option of the business trust to contribute cash equal to that portion of the agreed value, as stated in the records of the business trust, of the contribution which has not been made. The foregoing option is in addition to any other rights, including specific performance, that the business trust may have against the beneficial owner under the governing instrument or applicable law.

3. A certificate of trust or governing instrument may provide that the interest of a beneficial owner who fails to make a contribution that the beneficial owner is obligated to make is subject to specific penalties for, or specified consequences of, such failure. The penalty or consequence may take the form of reducing or eliminating the defaulting beneficial owner's proportionate interest in the business trust, subordinating that beneficial interest to those of nondefaulting owners, a forced sale of the beneficial interest, forfeiture of the beneficial interest, the lending by other beneficial owners of the amount necessary to meet the defaulter's commitment, a fixing of the value of the beneficial interest by appraisal or formula and redemption or sale of the beneficial interest at that value, or any other form.
Nev. Rev. Stat. § 87.432 — NV Code / Title 7 / Chapter 87 / Section 87.432
Partnership subject to amendment to or repeal of NRS 87.4301 to 87.4357, inclusive
Status: in_force

A partnership governed by NRS 87.4301 to 87.4357 , inclusive, is subject to any amendment to or repeal of NRS 87.4301 to 87.4357 , inclusive.
Nev. Rev. Stat. § 78.191 — NV Code / Title 7 / Chapter 78 / Section 78.191
“Distribution” defined
Status: in_force

As used in NRS 78.191 to 78.307 , inclusive, unless the context otherwise requires, the word “ distribution ” means a direct or indirect transfer of money or other property, other than its own shares or the incurrence of indebtedness by a corporation, to or for the benefit of all holders of shares of any one or more classes or series of the capital stock of the corporation, with respect to such shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise.
Nev. Rev. Stat. § 78.439 — NV Code / Title 7 / Chapter 78 / Section 78.439
Authorized combinations: General requirements
Status: in_force

A resident domestic corporation may not engage in any combination with an interested stockholder of the resident domestic corporation after the expiration of 2 years after the person first became an interested stockholder unless the combination meets all of the requirements of the articles of incorporation of the resident domestic corporation and:

1. The combination or transaction by which the person first became an interested stockholder is approved by the board of directors of the resident domestic corporation before the person first became an interested stockholder;

2. The combination is approved by a majority of the outstanding voting power of the resident domestic corporation not beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder; or

3. The combination meets the requirements specified in NRS 78.441 to 78.444 , inclusive.
Nev. Rev. Stat. § 90.640 — NV Code / Title 7 / Chapter 90 / Section 90.640
Power of court to grant relief
Status: in_force

1. Upon a showing by the Administrator that a person has violated or is about to violate this chapter, or a regulation or order of the Administrator under this chapter, the appropriate district court may grant or impose one or more of the following appropriate legal or equitable remedies: (a) Upon a showing that a person has violated this chapter, or a regulation or order of the Administrator under this chapter, the court may singly or in combination: (1) Issue a temporary restraining order, permanent or temporary prohibitory or mandatory injunction or a writ of prohibition or mandamus; (2) Impose 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 subparagraph, not to exceed $50,000 for each violation; (3) Issue a declaratory judgment; (4) Order restitution to investors which, if the violation was committed against an older person or vulnerable person, must be in an amount equal to twice the amount of restitution that would otherwise have been ordered pursuant to this subparagraph; (5) Provide for the appointment of a receiver or conservator for the defendant or the defendant's assets; (6) Order payment of the Division's investigative costs which, if the violation was committed against an older person or vulnerable person, must be in an amount equal to twice the amount of the Division's investigative costs that would otherwise have been ordered for payment pursuant to this subparagraph; or (7) Order such other relief as the court deems just. (b) Upon a showing that a person is about to violate this chapter, or a regulation or order of the Administrator under this chapter, a court may issue: (1) A temporary restraining order; (2) A temporary or permanent injunction; or (3) A writ of prohibition or mandamus.

2. In determining the appropriate relief to grant, the court shall consider enforcement actions taken and sanctions imposed by the Administrator under NRS 90.630 in connection with the transactions constituting violations of this chapter or a regulation or order of the Administrator under this chapter. If a remedial action is imposed pursuant to this section, the costs of the proceeding, including investigative costs and attorney's fees, may be recovered by the Administrator.

3. The court shall not require the Administrator to post a bond in an action under this section.

4. Upon a showing by the administrator or securities agency of another state that a person has violated the securities act of that state or a regulation or order of the administrator or securities agency of that state, the appropriate district court may grant, in addition to any other legal or equitable remedies, one or more of the following remedies: (a) Appointment of a receiver, conservator or ancillary receiver or conservator for the defendant or the defendant's assets located in this State; or (b) Other relief as the court deems just.

5. 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. § 78.417 — NV Code / Title 7 / Chapter 78 / Section 78.417
“Common shares” defined
Status: in_force

“Common shares” means any shares other than preferred shares.
Nev. Rev. Stat. § 87A.420 — NV Code / Title 7 / Chapter 87A / Section 87A.420
Right to distribution
Status: in_force

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or withdrawn partner on whose account the distribution is made.
Nev. Rev. Stat. § 77.190 — NV Code / Title 7 / Chapter 77 / Section 77.190
“Person” defined
Status: in_force

“ Person ” means an individual, corporation, estate, trust, partnership, limited-liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other legal or commercial entity.
Nev. Rev. Stat. § 86.5418 — NV Code / Title 7 / Chapter 86 / Section 86.5418
Receiver to take possession of company assets upon court order
Status: in_force

The receiver, upon order of the court, with the assistance of a peace officer, may break open, in the daytime, the houses, shops, warehouses, doors, trunks, chests or other places of the limited-liability company where any of its goods, chattels, choses in action, notes, bills, moneys, books, papers or other writings or effects have been usually kept, or shall be, and take possession of the same and of the lands and tenements belonging to the company.
Nev. Rev. Stat. § 78A.120 — NV Code / Title 7 / Chapter 78A / Section 78A.120
Limitation on liability of shareholders
Status: in_force

Personal liability may not be imposed upon shareholders of a close corporation solely as a result of the failure of the close corporation to observe the usual corporate formalities or requirements relating to the exercise of corporate powers or management of its business and affairs, where such failure results from the distinct nature and permissible functioning of a close corporation.
Nev. Rev. Stat. § 81.470 — NV Code / Title 7 / Chapter 81 / Section 81.470
Bylaws: Adoption; amendment; effectiveness
Status: in_force

1. Each corporation incorporated under NRS 81.410 to 81.540 , inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for its government and management not inconsistent with the provisions of NRS 81.410 to 81.540 , inclusive. A majority vote of the members, or the written assent of members representing a majority of the votes, is necessary to adopt such bylaws.

2. The power to make additional bylaws and to alter the bylaws adopted under the provisions of subsection 1 shall be in the members, but any corporation may, in its articles of incorporation, original or amended, or by resolution adopted by a majority vote, or by written consent of a majority of the members, confer that power upon the directors. Bylaws made by the directors under power so conferred, may be altered by the directors or by the members. The written consent of a majority of the members suffices to adopt bylaws in addition to those adopted under the provisions of subsection 1, and to amend or repeal any bylaw.

3. All bylaws in force must be copied legibly in a book called the Book of Bylaws, kept at all times for inspection in the principal office. Until so copied, they shall not be effective or in force.
Nev. Rev. Stat. § 77.110 — NV Code / Title 7 / Chapter 77 / Section 77.110
“Interest” defined
Status: in_force

1. “ Interest ” means: (a) A governance interest in an unincorporated entity; (b) A transferable interest in an unincorporated entity; or (c) A share or membership in a corporation.

2. As used in this section: (a) “ Governance interest ” means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to: (1) Receive or demand access to information concerning, or the books and records of, the entity; (2) Vote for the election of the governors of the entity; or (3) Receive notice of or vote on any or all issues involving the internal affairs of the entity. (b) “ Transferable interest ” means the right under an entity's organic law to receive distributions from the entity.
Nev. Rev. Stat. § 87A.495 — NV Code / Title 7 / Chapter 87A / Section 87A.495
Judicial dissolution
Status: in_force

On application by a partner, the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
Nev. Rev. Stat. § 82.5236 — NV Code / Title 7 / Chapter 82 / Section 82.5236
Defaulting corporations: Duties of Secretary of State
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign nonprofit corporation deemed in default pursuant to NRS 82.5235 . The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.

2. Immediately after the last day of the month in which the anniversary date of incorporation occurs, the Secretary of State shall compile a complete list containing the names of all foreign nonprofit corporations whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign nonprofit corporation specified in subsection 2 of the forfeiture of its right to transact business. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.
Nev. Rev. Stat. § 78.197 — NV Code / Title 7 / Chapter 78 / Section 78.197
Rights of persons holding obligations of corporation
Status: in_force

A corporation may provide in its articles of incorporation that the holder of a bond, debenture or other obligation of the corporation may have any of the rights of a stockholder in the corporation.
Nev. Rev. Stat. § 90.240 — NV Code / Title 7 / Chapter 90 / Section 90.240
“Financial or institutional investor” defined
Status: in_force

“Financial or institutional investor” means any of the following, whether acting for itself or others in a fiduciary capacity other than as an agent:

1. A depository institution;

2. An insurance company;

3. A separate account of an insurance company;

4. An investment company as defined in the Investment Company Act of 1940; 1

5. An employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $5,000,000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, 2 that is either a broker-dealer registered under the Securities Exchange Act of 1934, 3 an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, 4 a depository institution, or an insurance company; and

6. Any other institutional buyer.

1 15 USCA § 80a-1 et seq.

2 29 USCA § 1001 et seq.

3 15 USCA § 78a et seq.

4 15 USCA § 80b-1 et seq.
Nev. Rev. Stat. § 78.427 — NV Code / Title 7 / Chapter 78 / Section 78.427
“Resident domestic corporation” defined
Status: in_force

1. “Resident domestic corporation” is limited to a domestic corporation that has 200 or more stockholders of record.

2. A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occurring or actions taken while the resident domestic corporation is subject to NRS 78.411 to 78.444 , inclusive.
Nev. Rev. Stat. § 92A.260 — NV Code / Title 7 / Chapter 92A / Section 92A.260
Liability of owner after merger, conversion or exchange
Status: in_force

An owner that is not personally liable for the debts, liabilities or obligations of the entity pursuant to the laws and constituent documents under which the entity was organized does not become personally liable for the debts, liabilities or obligations of the surviving entity or entities of the merger or exchange or the resulting entity of the conversion unless the owner consents to becoming personally liable by action taken in connection with the plan of merger, conversion or exchange.
Nev. Rev. Stat. § 78A.050 — NV Code / Title 7 / Chapter 78A / Section 78A.050
Transfer of shares prohibited; exceptions
Status: in_force

1. An interest in the shares of a close corporation may not be transferred, except to the extent permitted by the articles of incorporation, the bylaws, a shareholders' agreement or a voting trust agreement.

2. Except as otherwise provided by the articles of incorporation, the provisions of this section do not apply to a transfer: (a) To the corporation or to any other shareholder of the same class or series of shares. (b) To heirs at law. (c) That has been approved in writing by all of the holders of the shares of the corporation having voting rights. (d) To an executor or administrator upon the death of a shareholder or to a trustee or receiver as a result of a bankruptcy, insolvency, dissolution or similar proceeding brought by or against a shareholder. (e) By merger or share exchange or an exchange of existing shares for other shares of a different class or series in the corporation. (f) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor. (g) Made after the termination of the status of the corporation as a close corporation.
Nev. Rev. Stat. § 88.500 — NV Code / Title 7 / Chapter 88 / Section 88.500
Withdrawal of limited partner
Status: in_force

A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership agreement.
Nev. Rev. Stat. § 86.543 — NV Code / Title 7 / Chapter 86 / Section 86.543
Law governing organization, internal affairs and liability of managers and members
Status: in_force

Subject to the Constitution of this State:

1. The laws of the state, pursuant to which a foreign limited-liability company is organized, govern its organization, internal affairs and the liability of its managers and members; and

2. A foreign limited-liability company may not be denied registration by reason of any difference between the laws of the state of organization and the laws of this State.
Nev. Rev. Stat. § 88.445 — NV Code / Title 7 / Chapter 88 / Section 88.445
Admission of additional general partners
Status: in_force

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
Nev. Rev. Stat. § 82.5234 — NV Code / Title 7 / Chapter 82 / Section 82.5234
Penalty for failure to comply with requirements for qualification; enforcement; regulations
Status: in_force

1. Every foreign nonprofit corporation which is doing business in this State and which willfully fails or neglects to qualify to do business in this State in accordance with the laws of this State is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. Except as otherwise provided in subsection 3, every foreign nonprofit corporation which is doing business in this State and which fails or neglects to qualify to do business in this State in accordance with the laws of this State may not commence or maintain any action or proceeding in any court of this State until it has qualified to do business in this State.

3. An action or proceeding may be commenced by such a corporation if an extraordinary remedy available pursuant to chapter 31 of NRS is all or part of the relief sought. Such an action or proceeding must be dismissed without prejudice if the corporation does not qualify to do business in this State within 45 days after the action or proceeding is commenced.

4. When the Secretary of State is advised that a foreign nonprofit corporation 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 nonprofit corporation 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 nonprofit corporation has its principal place of business or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney's fees.

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

6. The failure of a foreign nonprofit corporation to qualify to do business in this State in accordance with the laws of this State does not impair the validity of any contract or act of the corporation, or prevent the corporation from defending any action, suit or proceeding in any court of this State.

7. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 86.226 — NV Code / Title 7 / Chapter 86 / Section 86.226
Filing and effectiveness of certificate of amendment or judicial decree of amendment
Status: in_force

1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State. A person who signs a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law, upon receipt of all required filing fees the Secretary of State shall file the certificate.

2. A certificate of amendment or judicial decree of amendment is effective at the time of the filing of the certificate or judicial decree with the Secretary of State or upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the certificate or judicial decree is filed. If a certificate or judicial decree filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the certificate or judicial decree is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

3. If a certificate filed pursuant to subsection 1 specifies a later effective date or a later effective date and time and if the resolution of the members approving the proposed amendment provides that one or more managers or, if management is not vested in a manager, one or more members may abandon the proposed amendment, then those managers or members may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that: (a) Is filed before the effective date and time specified in the certificate filed pursuant to subsection 1 or, if the certificate specifies a later effective date but does not specify an effective time, on or before the day preceding the specified later date; (b) Identifies the certificate being terminated; (c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate; (d) States that the effectiveness of the certificate has been terminated; (e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and (f) Is accompanied by a filing fee of $175.
Nev. Rev. Stat. § 78.195 — NV Code / Title 7 / Chapter 78 / Section 78.195
Issuance of more than one class or series of stock; rights of stockholders; protection of corporation and its stockholders
Status: in_force

1. If a corporation desires to have more than one class or series of stock, the articles of incorporation must prescribe, or vest authority in the board of directors to prescribe, the classes, series and the number of each class or series of stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of stock. If more than one class or series of stock is authorized, the articles of incorporation or the resolution of the board of directors adopted pursuant to a provision of the articles must prescribe a distinguishing designation for each class and series. The voting powers, designations, preferences, limitations, restrictions, relative rights and distinguishing designation of each class or series of stock must be described in the articles of incorporation or the resolution of the board of directors and the certificate of designation filed pursuant to subsection 1 of NRS 78.1955 before the issuance of shares of that class or series.

2. All shares of a class or series must have voting powers, designations, preferences, limitations, restrictions and relative rights identical with those of other shares of the same class or series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

3. Unless otherwise provided in the articles of incorporation, no stock issued as fully paid up may ever be assessed and the articles of incorporation must not be amended in this particular.

4. The voting powers, designations, preferences, limitations, restrictions and relative rights for the shares of a class or series of stock may be made dependent upon any fact or event which may be ascertained outside the articles of incorporation if the manner in which a fact or event may operate upon the voting powers, designations, preferences, limitations, restrictions and relative rights is stated in the articles of incorporation. As used in this subsection, “ fact or event ” includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, the corporation itself or any government, governmental agency or political subdivision of a government.

5. Without limiting the provisions of NRS 78.138 or 78.139 , the provisions of this section do not restrict the directors of a 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 or having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.
Nev. Rev. Stat. § 87.433 — NV Code / Title 7 / Chapter 87 / Section 87.433
Liability of partners
Status: in_force

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

2. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

3. An obligation of a partnership incurred while the partnership is a registered limited-liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the filing of a certificate of registration pursuant to NRS 87.440 .
Nev. Rev. Stat. § 89.020 — NV Code / Title 7 / Chapter 89 / Section 89.020
Definitions
Status: in_force

As used in this chapter, unless the context requires otherwise:

1. “ Articles ” means either the articles of incorporation of a professional corporation or the articles of organization of a professional limited-liability company.

2. “ Employee ” means a person licensed or otherwise legally authorized to render professional service within this State who renders such service through a professional entity or a professional association, but does not include clerks, bookkeepers, technicians or other persons who are not usually considered by custom and practice of the profession to be rendering professional services to the public.

3. “ Licensed ” means legally authorized by the appropriate regulating board of this State to engage in a regulated profession in this State.

4. “ Owner ” means the owner of stock in a professional corporation or the owner of a member's interest, as defined in NRS 86.091 , in a professional limited-liability company.

5. “ Owner's interest ” means the stock of a professional corporation or a member's interest, as defined in NRS 86.091 , of a professional limited-liability company.

6. “ Professional association ” means a common-law association of two or more persons licensed or otherwise legally authorized to render professional service within this State when created by written articles of association which contain in substance the following provisions characteristic of corporate entities: (a) The death, insanity, bankruptcy, retirement, resignation, expulsion or withdrawal of any member of the association does not cause its dissolution. (b) The authority to manage the affairs of the association is vested in a board of directors or an executive board or committee, elected by the members of the association. (c) The members of the association are employees of the association. (d) Members' ownership is evidenced by certificates.

7. “ Professional corporation ” means a corporation organized under this chapter to render a professional service.

8. “ Professional entity ” means either a professional corporation or a professional limited-liability company.

9. “ Professional limited-liability company ” means a limited-liability company organized pursuant to this chapter to render professional service.

10. “ Professional service ” means any type of personal service which may legally be performed only pursuant to a license, certificate of registration or other legal authorization.

11. “ Regulating board ” means the body which regulates and authorizes the admission to the profession which a professional entity or a professional association is authorized to perform.
Nev. Rev. Stat. § 88.5935 — NV Code / Title 7 / Chapter 88 / Section 88.5935
Defaulting partnerships: Duties of Secretary of State
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership deemed in default pursuant to NRS 88.593 . The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.

2. Immediately after the last day of the month in which the anniversary date of the filing of the certificate of limited partnership occurs, the Secretary of State shall compile a complete list containing the names of all foreign limited partnerships whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership specified in subsection 2 of the forfeiture of its right to transact business. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.
Nev. Rev. Stat. § 88A.620 — NV Code / Title 7 / Chapter 88A / Section 88A.620
Addresses of trustees required; failure to file
Status: in_force

1. Each list required to be filed pursuant to the provisions of NRS 88A.600 to 88A.665 , inclusive, must, after the name of each trustee listed thereon, set forth the trustee’s address, either residence or business.

2. If the addresses are not stated on a list offered for filing, the Secretary of State may refuse to file the list, and the business trust for which the list has been offered for filing is subject to all the provisions of NRS 88A.600 to 88A.665 , inclusive, relating to failure to file the list when or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of those sections.
Nev. Rev. Stat. § 82.5233 — NV Code / Title 7 / Chapter 82 / Section 82.5233
Addresses of officers required; failure to file
Status: in_force

1. Each list required to be filed under the provisions of NRS 82.523 to 82.524 , inclusive, must, after the name of each officer listed thereon, set forth the address, either residence or business, of each officer.

2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign nonprofit corporation for which the list has been offered for filing is subject to all the provisions of NRS 82.523 to 82.524 , inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
Nev. Rev. Stat. § 81.410 — NV Code / Title 7 / Chapter 81 / Section 81.410
Formation; applicable law
Status: in_force

1. Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in NRS 81.410 to 81.540 , inclusive.

2. Except as otherwise provided in subsection 3, the provisions of chapter 82 of NRS govern a nonprofit cooperative corporation organized pursuant to NRS 81.410 to 81.540 , inclusive, except to the extent that the provisions of chapter 82 of NRS are inconsistent with NRS 81.410 to 81.540 , inclusive.

3. NRS 82.081 and 82.136 do not apply to a nonprofit cooperative corporation organized pursuant to NRS 81.410 to 81.540 , inclusive.
Nev. Rev. Stat. § 92A.250 — NV Code / Title 7 / Chapter 92A / Section 92A.250
Effect of merger, conversion or exchange
Status: in_force

1. When a merger takes effect: (a) Every other entity that is a constituent entity merges into the surviving entity and the separate existence of every entity except the surviving entity ceases; (b) The title to all real estate and other property owned by each merging constituent entity is vested in the surviving entity without reversion or impairment; (c) An owner of a constituent entity remains liable for all the obligations of such constituent entity existing at the time of the merger to the extent the owner was liable before the merger; (d) The surviving entity has all of the liabilities of each other constituent entity; (e) A proceeding pending against any constituent entity may be continued as if the merger had not occurred or the surviving entity may be substituted in the proceeding for the entity whose existence has ceased; (f) The articles of incorporation, articles of organization, certificate of limited partnership or certificate of trust of the surviving entity are amended to the extent provided in the plan of merger; and (g) The owner's interests of each constituent entity that are to be converted into owner's interests, obligations or other securities of the surviving or any other entity or into cash or other property are converted, and the former holders of the owner's interests are entitled only to the rights provided in the articles of merger or any created pursuant to NRS 92A.300 to 92A.500 , inclusive.

2. When an exchange takes effect, the owner's interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owner's interests are entitled only to the rights provided in the articles of exchange or any rights created pursuant to NRS 92A.300 to 92A.500 , inclusive.

3. When a conversion takes effect: (a) The constituent entity is converted into the resulting entity and is governed by and subject to the law of the jurisdiction of the resulting entity; (b) The conversion is a continuation of the existence of the constituent entity; (c) The title to all real estate and other property owned by the constituent entity is vested in the resulting entity without reversion or impairment; (d) The resulting entity has all the liabilities of the constituent entity; (e) A proceeding pending against the constituent entity may be continued as if the conversion had not occurred or the resulting entity may be substituted in the proceeding for the constituent entity; (f) The owner's interests of the constituent entity that are to be converted into the owner's interests of the resulting entity are converted; (g) An owner of the resulting entity remains liable for all the obligations of the constituent entity existing at the time of the conversion to the extent the owner was liable before the conversion; and (h) The domestic constituent entity is not required to wind up its affairs, pay its liabilities, distribute its assets or dissolve, and the conversion is not deemed a dissolution of the domestic constituent entity.
Nev. Rev. Stat. § 88A.610 — NV Code / Title 7 / Chapter 88A / Section 88A.610
Certificate of authorization to transact business
Status: in_force

When the fee for filing the annual list has been paid, the cancelled check or other proof of payment received by the 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 the filing of its certificate of trust occurs in the next succeeding calendar year.
Nev. Rev. Stat. § 78.752 — NV Code / Title 7 / Chapter 78 / Section 78.752
Insurance and other financial arrangements against liability of directors, officers, employees and agents
Status: in_force

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

2. The other financial arrangements made by the corporation pursuant to subsection 1 may include the following: (a) The creation of a trust fund. (b) The establishment of a program of self-insurance. (c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation. (d) The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

3. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the board of directors, even if all or part of the other person's stock or other securities is owned by the corporation.

4. In the absence of fraud: (a) The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (b) The insurance or other financial arrangement: (1) Is not void or voidable; and (2) Does not subject any director approving it to personal liability for his or her action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

5. A corporation or its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not subject to the provisions of title 57 of NRS.
Nev. Rev. Stat. § 90.270 — NV Code / Title 7 / Chapter 90 / Section 90.270
“Price amendment” defined
Status: in_force

“Price amendment” means the amendment to a registration statement filed under the Securities Act of 1933 1 or, if no amendment is filed, the prospectus or prospectus supplement filed under the Securities Act of 1933, which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices and other matters dependent upon the offering price.

1 15 USCA § 77a et seq.
Nev. Rev. Stat. § 87A.285 — NV Code / Title 7 / Chapter 87A / Section 87A.285
Liability for false information in filed record
Status: in_force

1. If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (a) A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and (b) A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under NRS 87A.240 , file a petition pursuant to NRS 87A.255 or deliver to the Secretary of State for filing a certificate of correction pursuant to NRS 87A.275 .

2. Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
Nev. Rev. Stat. § 80.280 — NV Code / Title 7 / Chapter 80 / Section 80.280
License required for corporation to render professional service
Status: in_force

A foreign corporation organized to render a professional service may not render that service in this State unless the person rendering it is licensed to do so by the appropriate regulating board of this State.
Nev. Rev. Stat. § 88A.240 — NV Code / Title 7 / Chapter 88A / Section 88A.240
Name of trust: Reservation; injunctive relief
Status: reserved

1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use a name available pursuant to NRS 88A.230 for the use of a proposed business trust. During the period, the 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 signed consent of the person at whose request the reservation was made.

2. The use by any artificial person of a name in violation of subsection 1 or NRS 88A.230 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. § 90.550 — NV Code / Title 7 / Chapter 90 / Section 90.550
Revocation of exemptions
Status: in_force

1. The Administrator by order may deny or revoke an exemption specified in NRS 90.520 or 90.530 , with respect to a specific security or transaction. An order under this subsection is not retroactive.

2. A person does not violate NRS 90.460 or 90.560 by reason of an offer to sell or sale effected after the entry of an order under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.
Nev. Rev. Stat. § 90.380 — NV Code / Title 7 / Chapter 90 / Section 90.380
Licensing: General provisions
Status: in_force

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

1. Unless a proceeding under NRS 90.420 has been instituted, the license of any broker-dealer, sales representative, investment adviser or representative of an investment adviser becomes effective 30 days after an application for licensing has been filed and is complete, including any amendment, if all requirements imposed pursuant to NRS 90.370 and 90.375 have been satisfied. An application or amendment is complete when the applicant has furnished information responsive to each applicable item of the application. The Administrator may authorize an earlier effective date of licensing.

2. The license of a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent is effective until terminated by revocation, suspension, expiration or withdrawal.

3. The license of a sales representative is only effective with respect to transactions effected on behalf of the broker-dealer or issuer for whom the sales representative is licensed.

4. A person shall not at any one time act as a sales representative for more than one broker-dealer or for more than one issuer, unless the Administrator by regulation or order authorizes multiple licenses.

5. If a person licensed as a sales representative terminates association with a broker-dealer or issuer or ceases to be a sales representative, the sales representative and the broker-dealer or issuer on whose behalf the sales representative was acting shall promptly file with the Administrator a Uniform Termination Notice for Securities Industry Registration (Form U-5).

6. The Administrator by regulation may authorize one or more special classifications of licenses as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent to be issued to applicants subject to limitations and conditions on the nature of the activities that may be conducted by persons so licensed.

7. The license of a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent expires if: (a) The statement required pursuant to NRS 90.375 is not submitted when it is due; or (b) Any annual fee required by NRS 90.360 is not paid when it is due.

8. A license that has expired may be reinstated retroactively if the licensed person: (a) Submits the statement required pursuant to NRS 90.375 ; and (b) Pays any fee required by NRS 90.360 , plus a fee for reinstatement in the amount of $50, within 30 days after the date of expiration. If the license is not reinstated within that time, it shall be deemed to have lapsed as of the date of expiration, and the licensed person must thereafter submit a new application for licensing if the licensed person desires to be relicensed.
Nev. Rev. Stat. § 80.070 — NV Code / Title 7 / Chapter 80 / Section 80.070
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, 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 that fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 80.150 and 80.160 .

3. As used in this section, “commercial registered agent” has the meaning ascribed to it in NRS 77.040 .
Nev. Rev. Stat. § 78.035 — NV Code / Title 7 / Chapter 78 / Section 78.035
Articles of incorporation: Required provisions
Status: in_force

The articles of incorporation must set forth:

1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

2. The information required pursuant to NRS 77.310 .

3. The number of shares the corporation is authorized to issue and, if more than one class or series of stock is authorized, the classes, the series and the number of shares of each class or series which the corporation is authorized to issue, unless the articles authorize the board of directors to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78.195 and 78.196 .

4. The names and addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors as provided in NRS 78.115 .

5. The name and address, either residence or business, of each of the incorporators signing the articles of incorporation.
Nev. Rev. Stat. § 87A.400 — NV Code / Title 7 / Chapter 87A / Section 87A.400
Sharing of distributions
Status: in_force

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
Nev. Rev. Stat. § 78.225 — NV Code / Title 7 / Chapter 78 / Section 78.225
Stockholder's liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement
Status: in_force

Unless otherwise provided in the articles of incorporation, no stockholder of any corporation formed under the laws of this State is individually liable for the debts or liabilities of the corporation. A purchaser of shares of stock from the corporation is not liable to the corporation or its creditors with respect to the shares, except to pay the consideration for which the shares were authorized to be issued or which was specified in the written subscription agreement.
Nev. Rev. Stat. § 88A.890 — NV Code / Title 7 / Chapter 88A / Section 88A.890
Form required for filing of records
Status: in_force

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.

2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.

3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form: (a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and (b) Unless otherwise provided in the record, the provisions of the record control in every other situation.

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
Nev. Rev. Stat. § 78.010 — NV Code / Title 7 / Chapter 78 / Section 78.010
Definitions; construction
Status: in_force

1. As used in this chapter: (a) “ Approval ” and “ vote ” as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent. (b) “ Articles ,” “ articles of incorporation ” and “ certificate of incorporation ” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030 , 78.180 , 78.185 , 78.1955 , 78.209 , 78.380 , 78.385 , 78.390 , 78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240 , inclusive, or 92A.270 . Unless the context otherwise requires, these terms include restated articles and certificates of incorporation. (c) “ Directors ” and “ trustees ” are synonymous terms. (d) “ Entity ” means a foreign or domestic: (1) Corporation, whether or not for profit; (2) Limited-liability company; (3) Limited partnership; or (4) Business trust. (e) “ Publicly traded corporation ” means a domestic corporation that has a class or series of voting shares which is: (1) A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(1)(A) or (B) , as amended; or (2) Traded in an organized market and that has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares. (f) “ Principal office ” means the office, in or out of this State, where the principal executive offices of a domestic or foreign corporation are located. (g) “ Receiver ” includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS. (h) “ Registered agent ” has the meaning ascribed to it in NRS 77.230 . (i) “ Registered office ” means the office maintained at the street address of the registered agent. (j) “ Securities Exchange Act ” means the Act of Congress known as the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78a et seq. (k) “ Stockholder of record ” means a person whose name appears on the stock ledger of the corporation as the owner of record of shares of any class or series of the stock of the corporation. The term does not include a beneficial owner of shares who is not simultaneously the owner of record of such shares as indicated in the stock ledger. (l) “ Voting shares ” means shares of stock of a corporation entitled to vote generally in the election of directors.

2. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter.
Nev. Rev. Stat. § 88.550 — NV Code / Title 7 / Chapter 88 / Section 88.550
Events causing dissolution
Status: in_force

A limited partnership is dissolved and its affairs must be wound up upon the happening of the first of the following to occur:

1. At the time specified in the certificate of limited partnership;

2. Upon the happening of events specified in writing in the partnership agreement;

3. Written consent of all partners;

4. An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or

5. Entry of a decree of judicial dissolution under NRS 88.555 .
Nev. Rev. Stat. § 91.160 — NV Code / Title 7 / Chapter 91 / Section 91.160
Administration
Status: in_force

1. This chapter must be administered by the Administrator of the Securities Division of the Office of the Secretary of State.

2. It is unlawful for the Administrator or any employee of the Administrator to use for personal benefit any information which is filed with or obtained by the Administrator and which is not made public. It is unlawful for the Administrator or any employee of the Administrator to conduct any dealings regarding a security or commodity based upon any such information, even though made public, if there has not been a sufficient period of time for the securities or commodity markets to assimilate such information.

3. Except as otherwise provided in subsection 4, all information and materials collected, assembled or maintained by the Administrator are public records.

4. Except as otherwise provided in NRS 239.0115 , the following information is confidential: (a) Information obtained in private investigations pursuant to NRS 91.300 ; and (b) Information obtained from federal agencies which may not be disclosed under federal law.

5. The Administrator in his or her discretion may disclose any information made confidential under subsection 4 to persons identified in subsection 1 of NRS 91.170 .

6. No provision of this chapter either creates or derogates any privilege which exists at common law, by statute or otherwise when any record or other evidence is sought under subpoena directed to the Administrator or any employee of the Administrator.
Nev. Rev. Stat. § 87.150 — NV Code / Title 7 / Chapter 87 / Section 87.150
Nature of partner's liability
Status: in_force

1. Except as otherwise provided in subsection 2, all partners are liable: (a) Jointly and severally for everything chargeable to the partnership under NRS 87.130 and 87.140 . (b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.

2. Subject to subsection 3, a partner in a registered limited-liability partnership is not liable directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of or chargeable to the partnership, whether in contract, tort or otherwise, arising from omissions, negligence, wrongful acts, misconduct or malpractice committed while the partnership is a registered limited-liability partnership and in the course of the partnership business by another partner or an employee, agent or representative of the partnership.

3. Subsection 2 does not affect the liability of a partner in a registered limited-liability partnership for his or her own omissions, negligence, wrongful acts, misconduct or malpractice or that of any person under his or her direct supervision and control.

4. A partner in a registered limited-liability partnership is not a proper party to a proceeding by or against the registered limited-liability partnership, the object of which is to recover damages or enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection 2 unless the partner is personally liable under subsection 3.
Nev. Rev. Stat. § 91.150 — NV Code / Title 7 / Chapter 91 / Section 91.150
“Sale” and “sell” defined
Status: in_force

“Sale” or “sell” includes every contract of sale, contract to sell or disposition for value.
Nev. Rev. Stat. § 90.308 — NV Code / Title 7 / Chapter 90 / Section 90.308
“Viatical settlement investment” defined
Status: in_force

“ Viatical settlement investment ” means the contractual right to receive a specified portion of the death benefit or ownership of a life insurance policy or certificate in exchange for consideration that is less than the dollar amount of the expected death benefit of the life insurance policy or certificate. The term does not include:

1. A transaction between a viator and a provider of viatical settlements;

2. A transfer of ownership or beneficial interest in a life insurance policy from a provider of viatical settlements to another provider of viatical settlements, or to a legal entity formed solely for the purpose of holding ownership or beneficial interest in a life insurance policy or policies;

3. The bona fide assignment of a life insurance policy to a bank, savings bank, savings and loan association, credit union or other licensed lending institution as collateral for a loan; or

4. The exercise of accelerated benefits pursuant to the terms of a life insurance policy issued in accordance with title 57 of NRS.
Nev. Rev. Stat. § 87A.555 — NV Code / Title 7 / Chapter 87A / Section 87A.555
Amendments to application for registration
Status: in_force

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.
Nev. Rev. Stat. § 84.150 — NV Code / Title 7 / Chapter 84 / Section 84.150
Defaulting corporations: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any corporation sole which has forfeited its right to transact business under the provisions of this chapter and restore the right to carry on business in this State and exercise its corporate privileges and immunities, if it: (a) Files with the Secretary of State: (1) The information required pursuant to NRS 77.310 ; and (2) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent, other presiding officer or member of the clergy of a church or religious society or denomination, who has been chosen, elected or appointed in conformity with the constitution, canons, rites, regulations or discipline of the church or religious society or denomination, and in whom is vested the legal title to property held for the purposes, use or benefit of the church or religious society or denomination; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State the: (1) Filing fees and penalties set forth in this chapter for each year or portion thereof during which its charter has been revoked; and (2) Fee for reinstatement set forth in paragraph (c) of subsection 2 of NRS 84.110 .

2. When the Secretary of State reinstates the corporation to its former rights, the Secretary of State shall: (a) Immediately issue and deliver to the corporation a certificate of reinstatement authorizing it to transact business, as if the fees had been paid when due; and (b) Upon demand, issue to the corporation a certified copy of the certificate of reinstatement.

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 its charter occurred only by reason of its 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 10 consecutive years, the charter must not be reinstated.

5. 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. § 82.121 — NV Code / Title 7 / Chapter 82 / Section 82.121
General powers
Status: in_force

1. A corporation: (a) Has all the rights, privileges and powers hereby conferred. (b) Has such rights, privileges and powers as may be conferred upon corporations by any existing law. (c) May at any time exercise those rights, privileges and powers, when not inconsistent with the provisions of this chapter, or with the purposes and objects for which the corporation is organized.

2. Every corporation, by virtue of its existence as such, may: (a) Have succession by its corporate name for the period limited in its articles of incorporation, and when no period is limited, perpetually, or until it is dissolved and its affairs are wound up according to law. (b) Sue and be sued in any court of law or equity. (c) Make contracts. (d) Hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate includes the power to take it by devise or bequest in this State, or in any other state, territory or country. (e) Appoint such officers and agents as the affairs of the corporation require, and allow them suitable compensation. (f) Make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its memberships, if any, the transaction of its business, and the calling and holding of meetings of its members, if any, or delegates, if any. (g) Wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter.
Nev. Rev. Stat. § 81.715 — NV Code / Title 7 / Chapter 81 / Section 81.715
“Governing principles” defined
Status: in_force

“ Governing principles ” means the agreements, whether oral, in a record or implied from its established practices, that govern the purpose or operation of an unincorporated nonprofit association and the rights and obligations of its members and managers. The term includes any amendment or restatement of the agreements constituting the governing principles.
Nev. Rev. Stat. § 87.440 — NV Code / Title 7 / Chapter 87 / Section 87.440
Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration
Status: in_force

1. To become a registered limited-liability partnership, a partnership shall file with the Secretary of State a certificate of registration stating each of the following: (a) The name of the partnership. (b) The street address of its principal office. (c) The information required pursuant to NRS 77.310 . (d) The name and business address of each managing partner. (e) That the partnership thereafter will be a registered limited-liability partnership. (f) Any other information that the partnership wishes to include.

2. The certificate of registration must be signed by a majority in interest of the partners or by one or more partners authorized to sign such a certificate.

3. The certificate of registration must be accompanied by a fee of $75.

4. The Secretary of State shall register as a registered limited-liability partnership any partnership that submits a completed certificate of registration with the required fee. A person shall not register a registered limited-liability partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

5. The registration of a registered limited-liability partnership is effective at the time of the filing of the certificate of registration.
Nev. Rev. Stat. § 82.231 — NV Code / Title 7 / Chapter 82 / Section 82.231
Powers of corporation; classes, qualifications and rights of members; term of membership
Status: in_force

1. A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members.

2. A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. A person may not be admitted as a member without his or her express or implied consent. For the purposes of this subsection and unless otherwise provided in a corporation's articles or bylaws, consent includes, but is not limited to: (a) Contracting for or acceptance of products or services from the corporation; (b) Acceptance of benefits of membership knowing that the benefits are available only to members; or (c) Taking some other affirmative action that confers benefits of membership. If the articles or bylaws provide that a person who contributes to the corporation is a member, a contribution is consent.

3. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for consideration, as is determined by the board.

4. Members are of one class unless the articles establish, or authorize the board or members to establish, more than one class. Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the board or members, unless and to the extent that the articles or bylaws have fixed or limited the rights and preferences of members or different classes of members or provide for nonvoting members. The articles or bylaws may fix the term of membership.

5. A corporation may issue certificates showing membership in the corporation.
Nev. Rev. Stat. § 80.115 — NV Code / Title 7 / Chapter 80 / Section 80.115
Additional filing requirements for certain corporations: Criteria; statement; fees
Status: in_force

1. At the time of submitting any list required pursuant to NRS 80.110 , a corporation 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 corporation must submit a statement pursuant to this section if the corporation, 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 corporation within this State; and (b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the corporation, 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 corporation being fined or otherwise penalized or which resulted in the corporation 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 corporation 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 corporation and whether the corporation 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. § 88A.360 — NV Code / Title 7 / Chapter 88A / Section 88A.360
Duties and liabilities of trustee
Status: in_force

1. Except as otherwise provided in the governing instrument but subject to the provisions of subsection 3, a trustee shall act in good faith and in a manner the trustee reasonably believes to be in the best interest of the business trust.

2. If there is at least one trustee of a series trust that, in discharging its duties, is obligated to consider the interests of the trust and all series thereof, the governing instrument may provide that one or more other trustees, in discharging their duties, may consider only the interest of the trust or one or more series thereof.

3. The governing instrument may expand, restrict or eliminate the duties of the trustee of a business trust, except that a governing instrument may not eliminate the implied contractual covenant of good faith and fair dealing.

4. If the trustee acts pursuant to a governing instrument, the trustee is not liable to the business trust or to a beneficial owner for the trustee's reliance in good faith on the provisions of the governing instrument.
Nev. Rev. Stat. § 92A.070 — NV Code / Title 7 / Chapter 92A / Section 92A.070
“Member” defined
Status: in_force

“ Member ” means:

1. A member of a limited-liability company, as defined in NRS 86.081 ; or

2. A member of a nonprofit corporation which has members.
Nev. Rev. Stat. § 90.560 — NV Code / Title 7 / Chapter 90 / Section 90.560
Filing of sales and advertising literature
Status: in_force

The Administrator by regulation or order may require the filing of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature or advertising communication addressed or intended for distribution to prospective investors, including clients or prospective clients of an investment adviser unless the security or transaction is exempt under NRS 90.520 or 90.530 or the investment adviser is exempt under NRS 90.340 or 90.345 .
Nev. Rev. Stat. § 90.611 — NV Code / Title 7 / Chapter 90 / Section 90.611
Definitions
Status: in_force

As used in NRS 90.611 to 90.6145 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 90.6115 to 90.6135 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 80.060 — NV Code / Title 7 / Chapter 80 / Section 80.060
Requirement
Status: in_force

Every foreign corporation owning property or doing business in this State shall appoint and keep in this State a registered agent as provided in NRS 14.020 .
Nev. Rev. Stat. § 81.901 — NV Code / Title 7 / Chapter 81 / Section 81.901
Definitions
Status: in_force

As used in NRS 81.901 to 81.959 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 81.903 to 81.915 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 87A.680 — NV Code / Title 7 / Chapter 87A / Section 87A.680
Proceeds and expenses
Status: in_force

1. Except as otherwise provided in subsection 2: (a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff. (b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.

2. If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership.
Nev. Rev. Stat. § 88.6062 — NV Code / Title 7 / Chapter 88 / Section 88.6062
Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations
Status: in_force

1. Every person, other than a limited-liability limited partnership formed pursuant to an agreement governed by the laws of another state, who is purporting to do business in this State as a registered limited-liability limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of registration is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

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

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

4. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 89.023 — NV Code / Title 7 / Chapter 89 / Section 89.023
Form required for filing of records
Status: in_force

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.

2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.

3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form: (a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and (b) Unless otherwise provided in the record, the provisions of the record control in every other situation.

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
Nev. Rev. Stat. § 86.111 — NV Code / Title 7 / Chapter 86 / Section 86.111
“Real property” defined
Status: in_force

“Real property” includes land, any interest, leasehold or estate in land, and any improvements on it.
Nev. Rev. Stat. § 81.815 — NV Code / Title 7 / Chapter 81 / Section 81.815
Duties of member
Status: in_force

1. A member does not have a fiduciary duty to an unincorporated nonprofit association or to another member solely by being a member.

2. A member shall discharge the duties to the unincorporated nonprofit association and the other members and exercise any rights under the provisions of NRS 81.700 to 81.890 , inclusive, consistent with the governing principles and the obligation of good faith and fair dealing.
Nev. Rev. Stat. § 78B.110 — NV Code / Title 7 / Chapter 78B / Section 78B.110
Procedure for existing corporation to become benefit corporation; procedure for merger, conversion or exchange resulting in formation of benefit corporation
Status: in_force

1. A domestic corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that the articles of incorporation contain a statement that the domestic corporation is a benefit corporation. The amendment must be adopted by at least the minimum status vote. If the amendment is adopted, a shareholder of the corporation may, by complying with the provisions of NRS 92A.300 to 92A.500 , inclusive, require the corporation to purchase at their market value the shares owned by the shareholder which are dissenting shares in accordance with the procedures set forth in NRS 92A.300 to 92A.500 , inclusive, as if the adoption of the amendment were an action to which those provisions were applicable.

2. If a corporation that is not a benefit corporation is a constituent entity in a merger or is acquired in an exchange, and the surviving entity in the merger is to be a benefit corporation or the articles of incorporation of the acquired corporation are to be amended in the exchange to provide that the acquired corporation will be a benefit corporation, the merger or exchange, whichever is applicable, is not effective unless the plan of merger or exchange, whichever is applicable, is approved by the corporation by the minimum status vote.

3. If a domestic other business entity is a constituent entity in a merger and the surviving entity in the merger is to be a benefit corporation, the merger is not effective unless the plan of merger is approved by the domestic other business entity by at least the minimum status vote.

4. If a domestic other business entity is the constituent entity in a conversion in which the resulting entity will be a benefit corporation, the plan of conversion is not effective unless the conversion is approved by the converting entity by at least the minimum status vote.

5. As used in this section: (a) “ Constituent entity ” has the meaning ascribed to it in NRS 92A.015 . (b) “ Domestic corporation ” means a corporation organized and existing under chapter 78, 78A or 89 of NRS, or a nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160 , inclusive. (c) “ Domestic other business entity ” means a limited-liability company organized and existing under chapter 86 of NRS, a limited partnership organized and existing under chapter 87A or 88 of NRS or a business trust organized and existing under chapter 88A of NRS. (d) “ Exchange ” has the meaning ascribed to it in NRS 92A.050 . (e) “ Resulting entity ” has the meaning ascribed to it in NRS 92A.090 .
Nev. Rev. Stat. § 87A.370 — NV Code / Title 7 / Chapter 87A / Section 87A.370
Actions by and against partnership and partners
Status: in_force

1. To the extent not inconsistent with NRS 87A.365 , a general partner may be joined in an action against the limited partnership or named in a separate action.

2. A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.

3. A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under NRS 87A.365 and: (a) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (b) The limited partnership is a debtor in bankruptcy; (c) The general partner has agreed that the creditor need not exhaust limited partnership assets; (d) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or (e) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
Nev. Rev. Stat. § 87A.245 — NV Code / Title 7 / Chapter 87A / Section 87A.245
Statement of termination
Status: in_force

A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a certificate of cancellation that states:

1. The name of the limited partnership; and

2. Any other information as determined by the general partners filing the statement or by a person appointed pursuant to subsection 3 or 4 of NRS 87A.500 .
Nev. Rev. Stat. § 87.340 — NV Code / Title 7 / Chapter 87 / Section 87.340
Right of partner to contribution from copartners after dissolution
Status: in_force

Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his or her copartners for his or her share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:

1. The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;

2. The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or

3. The liability is one for which the partner is not liable under subsection 2 of NRS 87.150 .
Nev. Rev. Stat. § 86.5465 — NV Code / Title 7 / Chapter 86 / Section 86.5465
Defaulting companies: Identification; forfeiture of right to transact business; penalty
Status: in_force

1. Each foreign limited-liability company which is required to make a filing and pay the fee prescribed in NRS 86.5461 to 86.5468 , inclusive, and which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $75, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign limited-liability company occurs, the defaulting foreign limited-liability company by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 87A.203 — NV Code / Title 7 / Chapter 87A / Section 87A.203
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 limited partnership 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 limited partnership 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 limited partnership pursuant to any provision of this chapter. If a requested record is kept on, or by means of, a blockchain, the limited partnership 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. § 78A.180 — NV Code / Title 7 / Chapter 78A / Section 78A.180
Voluntary termination of status
Status: repealed

1. A corporation may voluntarily terminate its status as a close corporation, and cease to be subject to the provisions of this chapter, by amending the articles of incorporation to delete therefrom the additional provisions required or permitted by NRS 78A.020 to be stated in the articles of incorporation of a close corporation. An amendment must be adopted and become effective in accordance with NRS 78.390 , except that it must be approved by a vote of the holders of record of at least two-thirds of the voting shares of each class of stock of the corporation that are outstanding.

2. The articles of incorporation of a close corporation may provide that on any amendment to terminate the status as a close corporation, a vote greater than two-thirds or a vote of all shares of any class may be required. If the articles of incorporation contain such a provision, that provision may not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a close corporation.

3. An amendment filed pursuant to this section is effective at the time of the filing of the amendment with the Secretary of State or upon a later date and time as specified in the amendment, which date must not be more than 90 days after the date on which the amendment is filed. If the amendment specifies a later effective date but does not specify an effective time, the amendment becomes effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 87.5413 — NV Code / Title 7 / Chapter 87 / Section 87.5413
List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. A foreign registered limited-liability partnership shall maintain at its principal place of business in this State or with its custodian of records: (a) A current list of its managing partners; or (b) A statement indicating where such a list is maintained.

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

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

4. If a foreign registered limited-liability partnership fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the foreign registered limited-liability partnership to transact business in this State.

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78.3784 — NV Code / Title 7 / Chapter 78 / Section 78.3784
“Control shares” defined
Status: in_force

“Control shares” means those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person:

1. Acquire in an acquisition or offer to acquire in an acquisition; and

2. Acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person.
Nev. Rev. Stat. § 92A.030 — NV Code / Title 7 / Chapter 92A / Section 92A.030
“Domestic limited-liability company” defined
Status: in_force

“Domestic limited-liability company” means a limited-liability company organized and existing under chapter 86 of NRS.
Nev. Rev. Stat. § 87A.450 — NV Code / Title 7 / Chapter 87A / Section 87A.450
Power of person to withdraw as general partner; wrongful withdrawal
Status: in_force

1. A person has the power to withdraw as a general partner at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of NRS 87A.445 .

2. A person's withdrawal as a general partner is wrongful only if: (a) It is in breach of an express provision of the partnership agreement; or (b) It occurs before the termination of the limited partnership, and: (1) The person withdraws as a general partner by express will; (2) The person is expelled as a general partner by judicial determination under subsection 5 of NRS 87A.445 ; (3) The person is withdrawn as a general partner by becoming a debtor in bankruptcy; or (4) In the case of a person that is not a natural person, a trust other than a business trust or an estate, the person is expelled or otherwise withdrawn as a general partner because it willfully dissolved or terminated.

3. A person that wrongfully withdraws as a general partner is liable to the limited partnership and, subject to NRS 87A.660 , to the other partners for damages caused by the withdrawal. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
Nev. Rev. Stat. § 87A.130 — NV Code / Title 7 / Chapter 87A / Section 87A.130
“Transfer” defined
Status: in_force

“ Transfer ” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law.
Nev. Rev. Stat. § 90.415 — NV Code / Title 7 / Chapter 90 / Section 90.415
Fee for inspection of records
Status: in_force

1. For any inspection of records conducted pursuant to NRS 90.410 , the Administrator shall impose a fee of not more than: (a) One thousand dollars for an inspection within this State; (b) Five thousand dollars for an inspection in which any part of the inspection occurs outside this State; or (c) The actual cost to the Division of performing the inspection, whichever is less.

2. The fee must be paid within 60 days after the receipt of a request for payment from the Administrator.
Nev. Rev. Stat. § 78.755 — NV Code / Title 7 / Chapter 78 / Section 78.755
Duties: Collection of fees; employment of new technology to aid in performance
Status: in_force

1. The Secretary of State, for services relating to official duties and the records of the Office of the Secretary of State, shall charge and collect the fees designated in NRS 78.760 to 78.785 , inclusive.

2. The Secretary of State may accept the filing of records by facsimile machine and employ new technology, as it is developed, to aid in the performance of all duties required by law. The Secretary of State may establish rules, fee schedules and regulations not inconsistent with law, for filing records by facsimile machine and for the adoption, employment and use of new technology in the performance of his or her duties.
Nev. Rev. Stat. § 86.331 — NV Code / Title 7 / Chapter 86 / Section 86.331
Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws
Status: in_force

1. Except as otherwise provided in chapter 463 of NRS , other applicable law, the articles of organization or the operating agreement, a member may not resign or withdraw as a member from a limited-liability company before the dissolution and winding up of the company.

2. If a member has a right to resign or withdraw, the amount that a resigning or withdrawing member is entitled to receive from the company for his or her interest must be determined pursuant to the provisions of this chapter, chapter 463 of NRS , the articles of organization or the operating agreement. If not otherwise provided therein, a resigning or withdrawing member is entitled to receive, within a reasonable time after resignation or withdrawal, the fair market value of his or her interest on the date of resignation or withdrawal.
Nev. Rev. Stat. § 88.320 — NV Code / Title 7 / Chapter 88 / Section 88.320
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 88.6065 , 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 not contain the name of a limited partner unless: (1) It is also the name of a general partner or the corporate name of a corporate general partner; or (2) The business of the limited partnership had been carried on under that name before the admission of that limited 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. § 78.3781 — NV Code / Title 7 / Chapter 78 / Section 78.3781
Definitions
Status: in_force

As used in NRS 78.378 to 78.3793 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.3782 to 78.3788 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 75A.050 — NV Code / Title 7 / Chapter 75A / Section 75A.050
“Health district” defined
Status: in_force

As used in this chapter, unless the context otherwise requires, “ health district ” means a health district created pursuant to NRS 439.362 or 439.370 .
Nev. Rev. Stat. § 78A.100 — NV Code / Title 7 / Chapter 78A / Section 78A.100
Annual meeting
Status: in_force

A close corporation shall hold an annual meeting if one or more shareholders delivers a written notice to the corporation requesting a meeting. Upon receipt of a notice, the close corporation must hold a meeting within 30 days.
Nev. Rev. Stat. § 81.890 — NV Code / Title 7 / Chapter 81 / Section 81.890
Relations to Electronic Signatures in Global and National Commerce Act
Status: in_force

The provisions of NRS 81.700 to 81.890 , inclusive, modify, limit and supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but do not modify, limit or supersede Section 101(c) of that Act, 15 U.S.C. § 7001(c) , or authorize electronic delivery of any of the notices described in Section 103(b) of that Act, 15 U.S.C. § 7003(b) .
Nev. Rev. Stat. § 80.150 — NV Code / Title 7 / Chapter 80 / Section 80.150
Defaulting corporations: Identification; forfeiture of right to transact business; penalty
Status: in_force

1. Any corporation which is required to make a filing and pay the fee prescribed in NRS 80.110 to 80.175 , 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 incorporation occurs in which filing was required, the defaulting corporation 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.