Nev. Rev. Stat. § 89.215 — NV Code / Title 7 / Chapter 89 / Section 89.215
Penalty for purporting to do business as professional association without filing articles of association; enforcement; regulations
Status: in_force

1. Every person who is purporting to do business in this State as a professional association and who willfully fails or neglects to file with the Secretary of State articles of association 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. § 80.012 — NV Code / Title 7 / Chapter 80 / Section 80.012
Name of corporation: Reservation; injunctive relief
Status: reserved

1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available pursuant to NRS 80.010 , for the use of any foreign corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

2. The use by any other artificial person of a name in violation of subsection 1 or NRS 80.010 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.
Nev. Rev. Stat. § 81.929 — NV Code / Title 7 / Chapter 81 / Section 81.929
Membership: Establishment of qualifications and method of acceptance, expulsion, termination and suspension; composition of members; effect of leave of absence; rights and responsibilities of members
Status: in_force

1. The articles of incorporation or bylaws of a worker cooperative must establish: (a) The qualifications for membership, including, without limitation, that a member must be employed by the worker cooperative on a full- or part-time basis; and (b) The method of acceptance, expulsion, termination and suspension of members.

2. At least 51 percent of the members of a worker cooperative must be employees of the worker cooperative.

3. An authorized and voluntary leave of absence from a worker cooperative by a member of the worker cooperative must not revoke the membership status of the member.

4. Members shall have all the rights and responsibilities of a stockholder of a corporation pursuant to chapter 78 of NRS.
Nev. Rev. Stat. § 82.351 — NV Code / Title 7 / Chapter 82 / Section 82.351
Amendment of articles: Scope of amendments
Status: in_force

1. A corporation whose directors have held a first meeting or which has members who are not incorporators may amend its articles in any of the following respects: (a) By addition to its corporate powers and purposes, or diminution thereof, or both. (b) By substitution of other powers and purposes, in whole or in part, for those prescribed by its articles of incorporation. (c) By changing the name of the corporation. (d) By making any other change or alteration in its articles of incorporation that may be desired.

2. All such changes or alterations may be effected by one certificate of amendment. Articles so amended, changed or altered may contain only such provisions as it would be lawful and proper to insert in original articles, pursuant to NRS 82.086 and 82.091 or the other statutes governing the contents of the corporation's articles, if the original articles were signed and filed at the time of making the amendment.
Nev. Rev. Stat. § 88.337 — NV Code / Title 7 / Chapter 88 / Section 88.337
Procedure to submit replacement page to Secretary of State before actual filing of record
Status: in_force

A general partner of a limited partnership may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record. The signed authorization of the general partner to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.
Nev. Rev. Stat. § 82.271 — NV Code / Title 7 / Chapter 82 / Section 82.271
Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; alternative means for participating at meeting
Status: in_force

1. Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of the corporation, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business at their respective meetings, and the act of a majority of the directors or delegates present at a meeting at which a quorum is present is the act of the board of directors or delegates.

2. Unless otherwise restricted by the articles or bylaws, any action required or permitted to be taken at any meeting of the board of directors or the delegates or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or the delegates or of such committee. If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required.

3. Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology which allows the participants to communicate simultaneously or sequentially. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.
Nev. Rev. Stat. § 87A.530 — NV Code / Title 7 / Chapter 87A / Section 87A.530
Disposition of assets; when contributions are required
Status: in_force

1. In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.

2. Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution.

3. If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited-liability limited partnership, the following rules apply: (a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under NRS 87A.465 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. (b) If a person does not contribute the full amount required under paragraph (a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred. (c) If a person does not make the additional contribution required by paragraph (b), further additional contributions are determined and due in the same manner as provided in that paragraph.

4. A person that makes an additional contribution under paragraph (b) or (c) of subsection 3 may recover from any person whose failure to contribute under paragraph (a) or (b) of subsection 3 necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.

5. The estate of a deceased natural person is liable for the person's obligations under this section.

6. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection 3.
Nev. Rev. Stat. § 81.745 — NV Code / Title 7 / Chapter 81 / Section 81.745
Relation to other law
Status: in_force

1. Unless displaced by particular provisions of NRS 81.700 to 81.890 , inclusive, the principles of law and equity supplement the provisions of NRS 81.700 to 81.890 , inclusive.

2. A statute governing a specific type of unincorporated nonprofit association prevails over an inconsistent provision in NRS 81.700 to 81.890 , inclusive, to the extent of the inconsistency.

3. The provisions of NRS 81.700 to 81.890 , inclusive, supplement the laws of this State that apply to nonprofit associations operating in this State. If a conflict exists, such law applies.
Nev. Rev. Stat. § 78.139 — NV Code / Title 7 / Chapter 78 / Section 78.139
Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation
Status: in_force

1. If directors or officers take action to resist a change or potential change in control of a corporation, which action impedes the exercise of the right of stockholders to vote for or remove directors: (a) The directors must have reasonable grounds to believe that a threat to corporate policy and effectiveness exists; and (b) The action taken which impedes the exercise of the stockholders' rights must be reasonable in relation to that threat. If those facts are found, the directors and officers have the benefit of the presumption established by subsection 3 of NRS 78.138 .

2. The provisions of subsection 1 do not apply to: (a) Actions that only affect the time of the exercise of stockholders' voting rights; or (b) The adoption or signing of plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number or fraction of shares or fraction of voting power.

3. The provisions of subsections 1 and 2 do not permit directors or officers to abrogate any right conferred by the laws of this State or the articles of incorporation.

4. Without limiting the provisions of NRS 78.138 , a director may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to subsection 4 of NRS 78.138 , including, without limitation, the amount or nature of the indebtedness and other obligations to which the corporation or any successor to the property of either may become subject, in connection with the change or potential change, provides reasonable grounds to believe that, within a reasonable time: (a) The assets of the corporation or any successor would be or become less than its liabilities; (b) The corporation or any successor would be or become insolvent; or (c) Any voluntary or involuntary proceeding concerning the corporation or any successor would be commenced by any person pursuant to the federal bankruptcy laws.
Nev. Rev. Stat. § 77.050 — NV Code / Title 7 / Chapter 77 / Section 77.050
“Domestic entity” defined
Status: in_force

“ Domestic entity ” means an entity whose internal affairs are governed by the law of this State.
Nev. Rev. Stat. § 80.025 — NV Code / Title 7 / Chapter 80 / Section 80.025
Modification of corporate name to qualify to do business: Requirements; procedure
Status: in_force

1. If a foreign corporation cannot qualify to do business in this State because its name does not meet the requirements of NRS 80.010 , it may apply for a certificate to do business by having its board of directors adopt a resolution setting forth the name under which the corporation elects to do business in this State. The resolution may: (a) Add to the existing corporate name a word, abbreviation or other distinctive element; or (b) Adopt a name different from its existing corporate name that is available for use in this State.

2. In addition to the records required by subsection 1 of NRS 80.010 , the corporation shall file a resolution certifying the adoption of the modified name.

3. If the Secretary of State determines that the modified corporate name complies with the provisions of NRS 80.010 , the Secretary of State shall issue the certificate in the foreign corporation's modified name if the foreign corporation otherwise qualifies to do business in this State.

4. A foreign corporation doing business in this State under a modified corporate name approved by the Secretary of State shall use the modified name in its dealings and communications with the Secretary of State.
Nev. Rev. Stat. § 89.100 — NV Code / Title 7 / Chapter 89 / Section 89.100
Authority of regulating boards not affected
Status: in_force

The provisions of this chapter relating to professional entities do not bar the regulating board of any profession from taking any action otherwise within its power, nor do they affect the rules of ethics or practice of any profession.
Nev. Rev. Stat. § 81.0065 — NV Code / Title 7 / Chapter 81 / Section 81.0065
Secretary of State authorized to adopt certain regulations to allow entities 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, association, organization 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. § 92A.440 — NV Code / Title 7 / Chapter 92A / Section 92A.440
Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process
Status: in_force

1. A stockholder who receives a dissenter's notice pursuant to NRS 92A.430 and who wishes to exercise dissenter's rights must: (a) Demand payment; (b) Certify whether the stockholder or the beneficial owner on whose behalf he or she is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be set forth in the dissenter's notice for this certification; and (c) Deposit the stockholder’s certificates, if any, in accordance with the terms of the notice.

2. If a stockholder fails to make the certification required by paragraph (b) of subsection 1, the subject corporation may elect to treat the stockholder's shares as after-acquired shares under NRS 92A.470 .

3. Once a stockholder deposits that stockholder's certificates or, in the case of uncertified shares makes demand for payment, that stockholder loses all rights as a stockholder, unless the stockholder withdraws pursuant to subsection 4.

4. A stockholder who has complied with subsection 1 may nevertheless decline to exercise dissenter's rights and withdraw from the appraisal process by so notifying the subject corporation in writing by the date set forth in the dissenter's notice pursuant to NRS 92A.430 . A stockholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the subject corporation's written consent.

5. The stockholder who does not demand payment or deposit his or her certificates where required, each by the date set forth in the dissenter's notice, is not entitled to payment for his or her shares under this chapter.
Nev. Rev. Stat. § 80.0045 — NV Code / Title 7 / Chapter 80 / Section 80.0045
Form required for filing of records
Status: in_force

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

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

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

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
Nev. Rev. Stat. § 86.561 — NV Code / Title 7 / Chapter 86 / Section 86.561
Fees
Status: in_force

1. The Secretary of State shall charge and collect for: (a) Filing the original articles of organization, or for registration of a foreign company, $75; (b) Amending or restating the articles of organization, amending the registration of a foreign company or filing a certificate of correction, $175; (c) Filing the articles of dissolution of a domestic or foreign company, $100; (d) Certifying a copy of articles of organization or an amendment to the articles, $30; (e) Certifying an authorized printed copy of this chapter, $30; (f) Reserving a name for a limited-liability company, $25; (g) Filing a certificate of cancellation, $100; (h) Signing, filing or certifying any other record, $50; and (i) Copies provided by the Office of the Secretary of State, $2 per page.

2. The Secretary of State shall charge and collect, at the time of any service of process on the Secretary of State as agent for service of process of a limited-liability company, $100 which may be recovered as taxable costs by the party to the action causing the service to be made if the party prevails in the action.

3. Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.
Nev. Rev. Stat. § 78.209 — NV Code / Title 7 / Chapter 78 / Section 78.209
Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation
Status: in_force

1. A change pursuant to NRS 78.207 is not effective until after the filing in the Office of the Secretary of State of a certificate, signed by an officer of the corporation, setting forth: (a) The number of authorized shares and the par value, if any, of each affected class or, if applicable, each affected series of shares before the change; (b) The number of authorized shares and the par value, if any, of each affected class or, if applicable, each affected series of shares after the change; (c) The number of shares of each affected class or, if applicable, each affected series to be issued after the change in exchange for each issued share of the same class or series; (d) The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby; and (e) That any required approval of the stockholders has been obtained. The provisions in the articles of incorporation of the corporation regarding the authorized number and par value, if any, of the changed class or, if applicable, the changed series of shares shall be deemed amended as provided in the certificate at the effective date and time of the change.

2. Unless an increase or decrease of the number of authorized shares pursuant to NRS 78.207 is accomplished by an action that otherwise requires an amendment to the articles of incorporation of the corporation, such an amendment is not required by that section.

3. A certificate filed pursuant to subsection 1 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 subsection 1 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.

4. If a certificate filed pursuant to subsection 1 specifies a later effective date, the board of directors may terminate the effectiveness of the certificate by resolution and a certificate of termination must: (a) Be filed with the Secretary of State before the effective date specified in the certificate filed pursuant to subsection 1; (b) Identify the certificate being terminated; (c) State that the effectiveness of the certificate has been terminated; (d) Be signed by an officer of the corporation; and (e) Be accompanied by the fee required pursuant to NRS 78.765 .

5. When any certificate filed pursuant to subsection 1 becomes effective, it shall have the effect of amending the articles of incorporation, but NRS 78.380 , 78.385 and 78.390 do not apply to a certificate of change filed pursuant to this section.
Nev. Rev. Stat. § 80.008 — NV Code / Title 7 / Chapter 80 / Section 80.008
Secretary of State authorized to adopt certain regulations to allow foreign corporation to carry out powers and duties through use of 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 foreign 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. § 92A.040 — NV Code / Title 7 / Chapter 92A / Section 92A.040
“Domestic nonprofit corporation” defined
Status: in_force

“Domestic nonprofit corporation” means a corporation organized or existing under chapter 82 of NRS, including those listed in NRS 82.051 .
Nev. Rev. Stat. § 92A.090 — NV Code / Title 7 / Chapter 92A / Section 92A.090
“Resulting entity” defined
Status: in_force

“ Resulting entity ” means, with respect to a conversion, the entity that results from conversion of the constituent entity.
Nev. Rev. Stat. § 87A.660 — NV Code / Title 7 / Chapter 87A / Section 87A.660
Direct action by partner
Status: in_force

1. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.

2. A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.

3. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Nev. Rev. Stat. § 86.544 — NV Code / Title 7 / Chapter 86 / Section 86.544
Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration
Status: in_force

1. Before transacting business in this State, a foreign limited-liability company must register with the Secretary of State. A person shall not register a foreign limited-liability company with the Secretary of State for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

2. In order to register, a foreign limited-liability company must submit to the Secretary of State an application for registration as a foreign limited-liability company, signed by a manager of the company or, if management is not vested in a manager, a member of the company, or by some other person specifically authorized by the foreign limited-liability company to sign the application. The application for registration must set forth: (a) The name of the foreign limited-liability company and, if different, the name under which it proposes to register and transact business in this State; (b) The jurisdiction and date of its formation; (c) A declaration of the existence of the foreign limited-liability company and that the foreign limited-liability company is in good standing in the jurisdiction in which it was formed; (d) The information required pursuant to NRS 77.310 ; (e) A statement that the Secretary of State is appointed the agent of the foreign limited-liability company for service of process if the authority of the registered agent has been revoked, or if the registered agent has resigned or cannot be found or served with the exercise of reasonable diligence; (f) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited-liability company; (g) The name and business address of each manager or, if management is not vested in a manager, each member; (h) The address of the office at which is kept a list of the names and addresses of the members and their capital contributions, together with an undertaking by the foreign limited-liability company to keep those records until the registration in this State of the foreign limited-liability company is cancelled or withdrawn; and (i) If the foreign limited-liability company has one or more series of members and if the debts or liabilities of a series are enforceable against the assets of that series only and not against the assets of the company generally or another series, a statement to that effect.
Nev. Rev. Stat. § 78.037 — NV Code / Title 7 / Chapter 78 / Section 78.037
Articles of incorporation: Optional provisions
Status: in_force

The articles of incorporation may also contain any provision, not contrary to the laws of this State:

1. For the management of the business and for the conduct of the affairs of the corporation;

2. Creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, the officers or the stockholders, or any class of the stockholders, or the holders of bonds or other obligations of the corporation; or

3. Governing the distribution or division of the profits of the corporation.
Nev. Rev. Stat. § 87A.070 — NV Code / Title 7 / Chapter 87A / Section 87A.070
“Partnership agreement” defined
Status: in_force

“ Partnership agreement ” means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.
Nev. Rev. Stat. § 88A.057 — NV Code / Title 7 / Chapter 88A / Section 88A.057
“Registered agent” defined
Status: in_force

“ Registered agent ” has the meaning ascribed to it in NRS 77.230 .
Nev. Rev. Stat. § 86.1255 — NV Code / Title 7 / Chapter 86 / Section 86.1255
“Series” and “series of members” defined
Status: in_force

“ Series ” and “ series of members ” are synonymous terms and, unless the context otherwise requires, means a limited-liability company whose creation has been authorized pursuant to subsection 2 of NRS 86.296 by a limited-liability company formed by filing articles of organization with the Secretary of State pursuant to NRS 86.151 .
Nev. Rev. Stat. § 86.5411 — NV Code / Title 7 / Chapter 86 / Section 86.5411
Application of creditors or members of insolvent company for injunction and appointment of receiver or trustee; hearing
Status: in_force

1. Whenever any limited-liability company becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or members, any creditors holding at least 10 percent of the outstanding indebtedness of the company or at least 10 percent in interest of the members, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the company is located or, if the principal office is not located in this State, to the district court in the county in which the company's registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

2. The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.

3. If, upon such inquiry it appears to the court that the company has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the company and its managers, managing members, officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

4. The rights of a member set forth in this section may be exercised by a noneconomic member if specifically set forth in the articles of organization or the operating agreement.
Nev. Rev. Stat. § 89.254 — NV Code / Title 7 / Chapter 89 / Section 89.254
Defaulting associations: Duties of Secretary of State; forfeiture of right to transact business; assets held in trust; distribution of assets
Status: in_force

1. The Secretary of State shall provide written notice to each professional association which is in default pursuant to the provisions of NRS 89.252 . 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 professional association, may be provided electronically.

2. On the first day of the first anniversary of the month following the month in which the filing was required, the articles of association of the professional association are revoked and its right to transact business is forfeited.

3. The Secretary of State shall compile a complete list containing the names of all professional associations whose right to transact business has been forfeited.

4. The Secretary of State shall forthwith notify each professional association specified in subsection 3 by providing written notice 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 professional association, may be provided electronically.

5. If the articles of association of a professional association are revoked and the right to transact business is forfeited, all the property and assets of the defaulting professional association must be held in trust by its members, as for insolvent corporations, and the same proceedings may be had with respect to its property and assets as apply to insolvent corporations. Any interested person may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the articles of association, the proceedings must be dismissed and all property restored to the members of the professional association.

6. If the assets of the professional association are distributed, they must be applied to: (a) The payment of the filing fee, penalties and costs due to the State; and (b) The payment of the creditors of the professional association. Any balance remaining must be distributed as set forth in the articles of association or, if no such provisions exist, among the members of the professional association.
Nev. Rev. Stat. § 87.050 — NV Code / Title 7 / Chapter 87 / Section 87.050
Rules for cases not provided for in NRS 87.010 to 87.430, inclusive
Status: in_force

In any case not provided for in NRS 87.010 to 87.430 , inclusive, the rules of law and equity, including the law merchant, govern.
Nev. Rev. Stat. § 87A.535 — NV Code / Title 7 / Chapter 87A / Section 87A.535
Governing law
Status: in_force

Subject to the Constitution of this State:

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

2. A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.
Nev. Rev. Stat. § 88.5947 — NV Code / Title 7 / Chapter 88 / Section 88.5947
Cancellation of revoked registration without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a foreign limited partnership whose right to transact business in this State has been revoked to cancel its registration in this State without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 88.415 , if the foreign limited partnership provides evidence satisfactory to the Secretary of State that the foreign limited partnership did not transact business in this State: (a) During the entire period for which its registration in this State was revoked; or (b) During a portion of the period for which its registration in this State was revoked and the foreign limited partnership paid the fees and penalties for the portion of that period in which the foreign limited partnership transacted business in this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 87.320 — NV Code / Title 7 / Chapter 87 / Section 87.320
Dissolution by decree of court
Status: in_force

1. On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind; (b) A partner becomes in any other way incapable of performing his or her part of the partnership contract; (c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business; (d) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself or herself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with the partner; (e) The business of the partnership can only be carried on at a loss; or (f) Other circumstances render a dissolution equitable.

2. On the application of the purchaser of a partner's interest under NRS 87.270 or 87.280 : (a) After the termination of the specified term or particular undertaking; or (b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
Nev. Rev. Stat. § 86.298 — NV Code / Title 7 / Chapter 86 / Section 86.298
Duties of manager or managing member
Status: in_force

The duties of a manager or managing member of a limited-liability company to the limited-liability company, to any series of the limited-liability company, to any member or to another person that is a party to or otherwise bound by the operating agreement are only:

1. The implied contractual covenant of good faith and fair dealing; and

2. Such other duties, including, without limitation, fiduciary duties, if any, as are expressly prescribed by the articles of organization or the operating agreement.
Nev. Rev. Stat. § 87A.380 — NV Code / Title 7 / Chapter 87A / Section 87A.380
Right of general partner and former general partner to information
Status: in_force

1. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) In the limited partnership's designated office, required information; and (b) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.

2. Each general partner and the limited partnership shall furnish to a general partner: (a) Without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (b) On demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

3. Subject to subsection 5, on 10 days' demand made in a record received by the limited partnership, a person withdrawn as a general partner may have access to the information and records described in subsection 1 at the location specified in subsection 1 if: (a) The information or record pertains to the period during which the person was a general partner; (b) The person seeks the information or record in good faith; and (c) The person satisfies the requirements imposed on a limited partner by subsection 2 of NRS 87A.335 .

4. The limited partnership shall respond to a demand made pursuant to subsection 3 in the same manner as provided in subsection 3 of NRS 87A.335 .

5. If a general partner dies, NRS 87A.485 applies.

6. The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

7. A limited partnership may charge a person withdrawn as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

8. A general partner or person withdrawn as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection 6 or by the partnership agreement applies both to the attorney or other agent and to the general partner or person withdrawn as a general partner.

9. The rights under this section do not extend to a person as transferee, but the rights under subsection 3 of a person withdrawn as a general partner may be exercised by the legal representative of a natural person withdrawn as a general partner under paragraph (b) or (c) of subsection 7 of NRS 87A.445 .
Nev. Rev. Stat. § 78.3783 — NV Code / Title 7 / Chapter 78 / Section 78.3783
“Acquisition” defined
Status: in_force

1. Except as otherwise provided in subsections 2 and 3, “ acquisition ” means the direct or indirect acquisition of a controlling interest.

2. “Acquisition” does not include any acquisition of shares in good faith, and without an intent to avoid the requirements of NRS 78.378 to 78.3793 , inclusive: (a) By an acquiring person authorized pursuant to NRS 78.378 to 78.3793 , inclusive, to exercise voting rights, to the extent that the new acquisition does not result in the acquiring person obtaining a controlling interest greater than that previously authorized; or (b) Pursuant to: (1) The laws of descent and distribution; (2) The enforcement of a judgment; (3) The satisfaction of a pledge or other security interest; or (4) A merger, exchange, conversion, domestication or reorganization effected in compliance with the provisions of NRS 78.622 , 92A.200 to 92A.240 , inclusive, or 92A.270 to which the issuing corporation is a party.

3. “Acquisition” does not include any acquisition of shares listed on a national securities exchange pursuant to a tender offer under section 14(d) of the Securities Exchange Act, 15 U.S.C. § 78n(d) , which shares collectively, absent the provisions of NRS 78.378 to 78.3793 , inclusive, would be entitled to exercise a majority of the voting power.
Nev. Rev. Stat. § 82.276 — NV Code / Title 7 / Chapter 82 / Section 82.276
Consent of members in lieu of meeting; alternative means for participating at meeting
Status: in_force

1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written consent of members holding at least a majority of the voting power, except that: (a) If any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required; and (b) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in this chapter.

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

3. Unless otherwise restricted by the articles or bylaws, members may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology which allows the members to communicate simultaneously or sequentially. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.
Nev. Rev. Stat. § 78.645 — NV Code / Title 7 / Chapter 78 / Section 78.645
Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter
Status: in_force

1. Whenever a receiver shall have been appointed as provided in NRS 78.635 and it shall afterwards appear that the debts of the corporation have been paid or provided for, and that there remains or can be obtained by further contributions sufficient capital to enable it to resume its business, the district court may, in its discretion, a proper case being shown, direct the receiver to reconvey to the corporation all its property, franchises, rights and effects, and thereafter the corporation may resume control of and enjoy the same as fully as if the receiver had never been appointed.

2. In every case in which the district court shall not direct such reconveyance, the court may, in its discretion, make a decree dissolving the corporation and declaring its charter forfeited and void.
Nev. Rev. Stat. § 82.291 — NV Code / Title 7 / Chapter 82 / Section 82.291
Meetings of members or delegates: Quorum
Status: in_force

Unless otherwise provided in the articles or bylaws, a quorum for a meeting of members is 10 percent of the voting power of the members entitled to vote and a quorum for a meeting of delegates is a majority of the voting power of the delegates. An amendment to the bylaws to increase the quorum required for any action by the members or delegates must be approved by the members.
Nev. Rev. Stat. § 86.296 — NV Code / Title 7 / Chapter 86 / Section 86.296
Classes of members or managers; series of members
Status: in_force

1. The articles of organization or operating agreement of a limited-liability company may create classes of members or managers, define their relative rights, powers and duties, and may authorize the creation, in the manner provided in the operating agreement, of additional classes of members or managers with the relative rights, powers and duties as may from time to time be established, including, without limitation, rights, powers and duties senior to existing classes of members or managers. The articles of organization or operating agreement may provide that any member, or class or group of members, has voting rights that differ from other classes or groups.

2. The articles of organization or operating agreement of a limited-liability company may authorize the creation of one or more series of members, or vest authority in one or more members or managers of the company or in other persons to create one or more series of members, including, without limitation, rights, powers and duties senior to existing series of members. A series may be created as a limited-liability company, without the filing of articles of organization with the Secretary of State, by the adoption of an operating agreement by the members of the series. The operating agreement of the series may provide that any member associated with the series has voting rights that differ from other members or series, or no voting rights at all. A series may: (a) Have separate powers, rights or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations; (b) Have a separate business purpose or investment objective; (c) Sue and be sued, complain and defend, in its own name; (d) Make contracts in its own name; (e) Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated; and (f) Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

3. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series, if: (a) Separate and distinct records are maintained for the series and the assets associated with the series are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series; and (b) The articles of organization or operating agreement provides that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series.

4. Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager with respect to the company or with respect to any other series. Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a member to cease to be associated with a series does not, in itself, cause the member to cease to be associated with any other series, terminate the continued membership of a member in the company or cause the termination of the series, regardless of whether the member was the last remaining member associated with the series.
Nev. Rev. Stat. § 82A.300 — NV Code / Title 7 / Chapter 82A / Section 82A.300
Penalty for failing to register with Secretary of State
Status: in_force

1. If the Secretary of State finds that a charitable organization which is required to file the information and financial report required for registration pursuant to subsection 2 of NRS 82A.100 is soliciting contributions in this State, or is having contributions solicited in this State on its behalf by another person, without having filed the information and financial report required for registration on or before the due date for the filing established pursuant to subsection 3 of NRS 82A.100 , the Secretary of State shall: (a) If the charitable organization is required to file an annual list with the Secretary of State pursuant to this title, impose the penalty for default in the filing of an annual list set forth in the provisions of this title applicable to the charitable organization and notify the charitable organization of the violation by providing written notice to its registered agent. The notice: (1) Must include a statement that the charitable organization is required to file the information and financial statement required for registration by subsection 2 of NRS 82A.100 and pay the penalty for default in the filing of an annual list set forth in the provisions of this title applicable to the charitable organization; and (2) May be provided electronically. (b) If the charitable organization is not required to file an annual list with the Secretary of State pursuant to this title, impose a penalty in the amount of $50 for the failure of the charitable organization to file the information and financial report required for registration as required pursuant to subsection 2 of NRS 82A.100 and notify the charitable organization of the violation by providing written notice to the charitable organization. The notice: (1) Must include a statement indicating that the charitable organization is required to file the information and financial report required for registration by subsection 2 of NRS 82A.100 and pay the penalty as set forth in this paragraph; and (2) May be provided electronically.

2. If a charitable organization fails to file the information and financial report required by subsection 2 of NRS 82A.100 and pay the penalty for default as set forth in this section within 90 days after the charitable organization or its registered agent receives the written notice provided pursuant to subsection 1, the Secretary of State may, in addition to imposing the penalty for default as set forth in this section, take any or all of the following actions: (a) Impose a civil penalty of not more than $1,000. (b) Issue an order to cease and desist soliciting contributions or having contributions solicited on behalf of the charitable organization by another person.

3. An action taken pursuant to subsection 2 is a final decision for the purposes of judicial review pursuant to chapter 233B of NRS .

4. If a charitable organization fails to pay a civil penalty imposed by the Secretary of State pursuant to subsection 2 or comply with an order to cease and desist issued by the Secretary of State pursuant to subsection 2, the Secretary of State may: (a) If the charitable organization is organized pursuant to this title, revoke the charter of the charitable organization. If the charter of the charitable organization is revoked pursuant to this paragraph, the charitable organization forfeits its right to transact business in this State. (b) If the charitable organization is not organized pursuant to this title, forfeit the right of the charitable organization to transact business in this State. (c) Refer the matter to the Attorney General for a determination of whether to institute proceedings pursuant to NRS 82A.310 .
Nev. Rev. Stat. § 87A.640 — NV Code / Title 7 / Chapter 87A / Section 87A.640
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 registered limited-liability limited partnership shall maintain at its principal place of business in this State or with its custodian of records: (a) A current list of each general partner; or (b) A statement indicating where such a list is maintained.

2. Upon the request of the Secretary of State, the registered limited-liability limited 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 registered limited-liability limited 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 registered limited-liability limited 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 certificate of registration.

5. The Secretary of State shall not reinstate or revive a certificate of registration that was revoked or suspended pursuant to subsection 4 unless: (a) The registered limited-liability limited 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 certificate of registration.

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 92A.280 — NV Code / Title 7 / Chapter 92A / Section 92A.280
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. § 81.610 — NV Code / Title 7 / Chapter 81 / Section 81.610
“Private foundation” defined
Status: in_force

“Private foundation” is any nonprofit corporation, association, foundation, or other charitable entity formed pursuant to the laws of the State of Nevada which is a “private foundation” as defined in Section 509(a). 1

1 26 U.S.C.A. § 509.
Nev. Rev. Stat. § 88.607 — NV Code / Title 7 / Chapter 88 / Section 88.607
Termination of registration
Status: in_force

The registration of a registered limited-liability limited partnership is effective until:

1. Its certificate of registration is revoked pursuant to NRS 88.405 ; or

2. The registered limited-liability limited partnership files with the Secretary of State a notice of withdrawal signed by a general partner. The notice must be accompanied by a fee of $100.
Nev. Rev. Stat. § 78B.120 — NV Code / Title 7 / Chapter 78B / Section 78B.120
Termination of status as benefit corporation; procedure for disposition of all or substantially all of property of benefit corporation
Status: in_force

1. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the statement in the articles of incorporation that the corporation is a benefit corporation as required by NRS 78B.100 or 78B.110 . To be effective, the amendment must be adopted by at least the minimum status vote.

2. If a benefit corporation is a constituent entity in a merger, conversion or exchange and the effect of the merger, conversion or exchange will terminate the status of the benefit corporation as a benefit corporation, the plan of merger, conversion or exchange, whichever is applicable, is not effective unless it is approved by at least the minimum status vote.

3. If not made in the usual and regular course of business, a sale, lease, exchange or other disposition of all or substantially all of the property of a benefit corporation is not effective unless it is approved by at least the minimum status vote.

4. As used in this section: (a) “ Constituent entity ” has the meaning ascribed to it in NRS 92A.015 . (b) “ Exchange ” has the meaning ascribed to it in NRS 92A.050 .
Nev. Rev. Stat. § 88A.340 — NV Code / Title 7 / Chapter 88A / Section 88A.340
Maintenance of records at principal office in State or with custodian of records
Status: in_force

1. A business trust shall keep a copy of the following records at its principal office in this State or with its custodian of records whose name and street address are available at the registered office of the business trust: (a) A copy certified by the Secretary of State of its certificate of trust and all amendments thereto or restatements thereof; (b) A copy certified by one of its trustees of its governing instrument and all amendments thereto; and (c) A ledger or duplicate ledger, revised annually, containing the names, alphabetically arranged, of all its beneficial owners, showing their places of residence if known.

2. A business trust shall maintain the records required by subsection 1 in written form or in another form capable of conversion into written form within a reasonable time.
Nev. Rev. Stat. § 78B.070 — NV Code / Title 7 / Chapter 78B / Section 78B.070
“Subsidiary” defined
Status: in_force

“ Subsidiary ” means an entity in which a person owns beneficially or of record 50 percent or more of the outstanding equity interests.
Nev. Rev. Stat. § 76.105 — NV Code / Title 7 / Chapter 76 / Section 76.105
Claim for exemption; renewal; exceptions
Status: in_force

1. Except as otherwise provided in subsection 6, a person who claims to be excluded from the requirement to obtain a state business license because the person is an entity, organization, person or business listed in subsection 2 of NRS 76.020 or who conducts a business in this State but claims to be exempt from the requirement to obtain a state business license must submit annually to the Secretary of State an application for a certificate of exemption on a form provided by the Secretary of State.

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

3. If the application for a certificate of exemption is defective in any respect, the Secretary of State may return the application for correction.

4. A certificate of exemption issued pursuant to this section must contain the business identification number assigned by the Secretary of State pursuant to NRS 225.082 .

5. A certificate of exemption must be renewed annually. A person who applies for the renewal of a certificate of exemption must submit the application for renewal: (a) If the person is an entity required to file an annual list with the Secretary of State pursuant to this title, at the time the person submits the annual list to the Secretary of State, unless the person submits a certificate or other form evidencing the dissolution of the entity; or (b) If the person is not an entity required to file an annual list with the Secretary of State pursuant to this title, on the last day of the month in which the anniversary date of issuance of the certificate of exemption occurs in each year, unless the person submits a written statement to the Secretary of State, at least 10 days before that date, indicating that the person will not be conducting an activity for which a certificate of exemption must be obtained.

6. The provisions of subsection 1 do not apply to a business organized pursuant to: (a) Chapter 82 or 84 of NRS; or (b) Chapter 81 of NRS if the business is a nonprofit: (1) Unit-owners' association; or (2) Religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. § 501(c) .
Nev. Rev. Stat. § 84.010 — NV Code / Title 7 / Chapter 84 / Section 84.010
Purpose
Status: in_force

The purpose of a corporation sole is to acquire, hold or dispose of church or religious society property, for the benefit of religion, for works of charity, and for public worship, in the manner provided in this chapter.
Nev. Rev. Stat. § 77.170 — NV Code / Title 7 / Chapter 77 / Section 77.170
“Organic law” defined
Status: in_force

“ Organic law ” means the statutes, if any, other than this chapter, governing the internal affairs of an entity.
Nev. Rev. Stat. § 88.603 — NV Code / Title 7 / Chapter 88 / Section 88.603
Determination of whether solicitation is made or accepted
Status: in_force

1. For the purposes of NRS 88.602 , a solicitation of a deposit is made in this State, whether or not either party is present in this State, if the solicitation: (a) Originates in this state; or (b) Is directed by the solicitor to a destination in this State and received where it is directed, or at a post office in this State if the solicitation is mailed.

2. A solicitation of a deposit is accepted in this State if acceptance: (a) Is communicated to the solicitor in this state; and (b) Has not previously been communicated to the solicitor, orally or in writing, outside this State. Acceptance is communicated to the solicitor in this State, whether or not either party is present in this State, if the depositor directs it to the solicitor reasonably believing the solicitor to be in this State and it is received where it is directed, or at any post office in this State if the acceptance is mailed.

3. A solicitation made in a newspaper or other publication of general, regular and paid circulation is not made in this State if the publication: (a) Is not published in this state; or (b) Is published in this State but has had more than two-thirds of its circulation outside this State during the 12 months preceding the solicitation. If a publication is published in editions, each edition is a separate publication except for material common to all editions.

4. A solicitation made in a radio or television program or other electronic communication received in this State which originates outside this State is not made in this State. A radio or television program or other electronic communication shall be deemed to have originated in this State if the broadcast studio or origin of the source of transmission is located within the State, unless: (a) The program or communication is syndicated and distributed from outside this State for redistribution to the general public in this State; (b) The program is supplied by a radio, television or other electronic network whose electronic signal originates outside this State for redistribution to the general public in this State; (c) The program or communication is an electronic signal that originates outside this State and is captured for redistribution to the general public in this State by a community antenna or cable, radio, cable television or other electronic system; or (d) The program or communication consists of an electronic signal which originates within this State, but which is not intended for redistribution to the general public in this State.
Nev. Rev. Stat. § 86.151 — NV Code / Title 7 / Chapter 86 / Section 86.151
Filing requirements
Status: in_force

1. One or more persons may form a limited-liability company by signing and filing with the Secretary of State articles of organization for the company.

2. Upon the filing of the articles of organization with the Secretary of State and the payment of the required filing fees, the Secretary of State shall issue to the company a certificate that the articles, containing the required statement of facts, have been filed.

3. A signer of the articles of organization or a manager designated in the articles does not thereby become a member of the company. Except as otherwise provided in NRS 86.491 , at all times after commencement of business by the company, the company must have one or more members. The filing of the articles does not, by itself, constitute commencement of business by the company.
Nev. Rev. Stat. § 88.580 — NV Code / Title 7 / Chapter 88 / Section 88.580
Issuance of certificate of registration by Secretary of State
Status: in_force

If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of State shall issue a certificate of registration to transact business in this State and mail it to the person who filed the application or the person’s representative.
Nev. Rev. Stat. § 75.050 — NV Code / Title 7 / Chapter 75 / Section 75.050
“Electronic transmission” and “electronically transmitted” defined
Status: in_force

“ Electronic transmission ” or “ electronically transmitted ” means any form or process of communication not directly involving the physical transfer of paper or another tangible medium, including, without limitation, any form or process of communication through the use of or participation in a blockchain, which:

1. Is suitable for the retention, retrieval and reproduction of information by the recipient; and

2. Is retrievable and reproducible in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection 8 of NRS 75.150 .
Nev. Rev. Stat. § 78.700 — NV Code / Title 7 / Chapter 78 / Section 78.700
Sales of encumbered or deteriorating property
Status: in_force

Where property of an insolvent corporation is at the time of the appointment of a receiver encumbered with mortgages or other liens, the legality of which is brought in question, or the property is of a character which will materially deteriorate in value pending the litigation, the district court may order the receiver to sell the same, clear of encumbrances, at public or private sale, for the best price that can be obtained, and pay the money into court, there to remain subject to the same liens and equities of all parties in interest as was the property before sale, to be disposed of as the court shall direct.
Nev. Rev. Stat. § 92A.430 — NV Code / Title 7 / Chapter 92A / Section 92A.430
Dissenter's notice: Delivery to stockholders entitled to assert rights; contents
Status: in_force

1. The subject corporation shall deliver a written dissenter's notice to all stockholders of record entitled to assert dissenter's rights in whole or in part, and any beneficial stockholder who has previously asserted dissenter's rights pursuant to NRS 92A.400 .

2. The dissenter's notice must be sent no later than 10 days after the effective date of the corporate action specified in NRS 92A.380 , and must: (a) State where the demand for payment must be sent and where and when certificates, if any, for shares must be deposited; (b) Inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received; (c) Supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter's rights certify whether or not the person acquired beneficial ownership of the shares before that date; (d) Set a date by which the subject corporation must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered and state that the stockholder shall be deemed to have waived the right to demand payment with respect to the shares unless the form is received by the subject corporation by such specified date; and (e) Be accompanied by a copy of NRS 92A.300 to 92A.500 , inclusive.
Nev. Rev. Stat. § 88A.930 — NV Code / Title 7 / Chapter 88A / Section 88A.930
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

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

2. To correct a record, the business trust must: (a) Prepare a certificate of correction that: (1) States the name of the business trust; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record; (4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and (5) Is signed by a trustee of the business trust or by some other person specifically authorized by the business trust to sign the certificate. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $175 to the Secretary of State.

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

4. If a business trust has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the business trust may cancel the filing by: (a) Filing a statement of cancellation with the Secretary of State; and (b) Paying a fee of $50.
Nev. Rev. Stat. § 82.316 — NV Code / Title 7 / Chapter 82 / Section 82.316
Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting
Status: in_force

1. Unless contrary provisions are contained in the articles or bylaws, the directors may prescribe a period not exceeding 60 days before any meeting of the members during which no transfer of memberships on the books of the corporation may be made, or may fix a day not more than 60 days before the holding of any meeting of members as the day as of which members entitled to notice of and to vote at the meeting must be determined. Only members of record on that day are entitled to notice or to vote at the meeting.

2. The directors may adopt a resolution prescribing a date upon which the members of record are entitled to give written consent pursuant to NRS 82.276 . The date prescribed by the directors may not precede nor be more than 10 days after the date the resolution is adopted by the directors. If the directors do not adopt a resolution prescribing a date upon which the members of record are entitled to give written consent pursuant to NRS 82.276 and: (a) No prior action by the directors is required by this chapter, the date is the first date on which a valid written consent is delivered in accordance with the provisions of NRS 82.276 . (b) Prior action by the directors is required by this chapter, the date is at the close of business on the day on which the directors adopt the resolution taking the required action.
Nev. Rev. Stat. § 87A.295 — NV Code / Title 7 / Chapter 87A / Section 87A.295
Additional filing requirements for certain partnerships: Criteria; statement; fees
Status: in_force

1. At the time of submitting any list required pursuant to NRS 87A.290 , a 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 limited partnership must submit a statement pursuant to this section if the 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 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 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 limited partnership being fined or otherwise penalized or which resulted in the 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 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 limited partnership and whether the 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. § 82.266 — NV Code / Title 7 / Chapter 82 / Section 82.266
Place of members', delegates' and directors' meetings
Status: in_force

Meetings of members, if any, delegates, if any, and directors of any corporation may be held within or without this State, in the manner provided by the articles or bylaws of the corporation. The articles or bylaws may designate any place or places where the members' or directors' meetings may be held.
Nev. Rev. Stat. § 88A.215 — NV Code / Title 7 / Chapter 88A / Section 88A.215
Penalty for purporting to do business as business trust without filing certificate of trust; enforcement; regulations
Status: in_force

1. Every person, other than a foreign business trust, who is purporting to do business in this State as a business trust and who willfully fails or neglects to file with the Secretary of State a certificate of trust is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. When the Secretary of State is advised that a person, other than a foreign business trust, is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county 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. § 78B.160 — NV Code / Title 7 / Chapter 78B / Section 78B.160
Officers: Duties; liability
Status: in_force

1. Each officer of a benefit corporation shall consider the interests and factors described in NRS 78B.150 if: (a) The officer has discretion to act with respect to a matter; and (b) It reasonably appears to the officer that the matter may have a material effect on: (1) The creation of general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 ; or (2) Any of the interests or factors described in subsections 2 and 3 of NRS 78B.150 .

2. The consideration by an officer of a benefit corporation of interests and factors in the manner described in subsection 1 does not constitute a violation of the duties of the officer.

3. An officer is not liable for monetary damages for: (a) Any action or inaction as an officer in the course of performing the duties of an officer under subsection 1 if the officer performed the duties of his or her position in compliance with this section. (b) Failure of the benefit corporation to pursue or create general public benefit or any specific public benefit identified in the articles of incorporation pursuant to NRS 78B.140 .

4. An officer does not have a duty to a person who is a beneficiary of the general public benefit purpose or any specific public benefit purpose identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 arising from the status of the person as a beneficiary.

5. In performing his or her duties, an officer of a benefit corporation has the benefit of the presumptions established by subsection 3 of NRS 78.138 .
Nev. Rev. Stat. § 82.546 — NV Code / Title 7 / Chapter 82 / Section 82.546
Renewal or revival of charter: Procedure; fee; certificate as evidence
Status: in_force

1. Except as otherwise provided in NRS 82.183 , any corporation which did exist or is existing pursuant to the laws of this State may, upon complying with the provisions of NRS 78.150 and 82.193 , 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 its 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 and all of its directors and their mailing or street 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 last-appointed surviving directors.

3. A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by its president or vice president and secretary or assistant secretary. The signing and filing of the certificate must be approved unanimously by the last-appointed surviving directors of the corporation and must contain a recital that unanimous consent was secured. 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 named therein.

5. Except as otherwise provided in NRS 78.185 , a renewal or revival pursuant to this section relates back to the date on which the corporation's charter expired or was revoked and renews or revives the corporation's charter and right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 81.210 — NV Code / Title 7 / Chapter 81 / Section 81.210
Purpose of business may be changed; amendment of articles
Status: in_force

1. The purpose of the business may be altered, changed, modified, enlarged or diminished, or the articles of association amended, by a vote of two-thirds of all the members at a special election to be called for such purpose. Notice of the special election must be given in the same manner as the bylaws provide for the election of directors.

2. Upon amendment of the articles of association, a copy of the articles as amended must be filed with the Secretary of State.
Nev. Rev. Stat. § 81.785 — NV Code / Title 7 / Chapter 81 / Section 81.785
Appointment of agent to receive service of process; service of process
Status: in_force

1. An unincorporated nonprofit association may, in the manner provided pursuant to chapter 77 of NRS, appoint a registered agent who is authorized to receive any process, notice or demand required or permitted by law to be served upon the association.

2. In an action or proceeding against an unincorporated nonprofit association, any process, notice or demand may be served: (a) On a registered agent appointed pursuant to subsection 1; (b) On a manager of the association; or (c) In any other manner authorized by law.

3. This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon an unincorporated nonprofit association in any other manner permitted by law.

4. As used in this section, “ registered agent ” has the meaning ascribed to it in NRS 77.230 .
Nev. Rev. Stat. § 81.540 — NV Code / Title 7 / Chapter 81 / Section 81.540
Applicability and effect of NRS 81.410 to 81.540, inclusive
Status: in_force

1. The provisions of NRS 81.410 to 81.540 , inclusive, are not applicable to railroads, telegraph, telephone, banking, insurance, building and loan, or any other corporation, unless the special provisions of NRS 81.410 to 81.540 , inclusive, applicable thereto are complied with.

2. NRS 81.410 to 81.540 , inclusive, do not amend or repeal any of the provisions of NRS 81.010 to 81.160 , inclusive, or 81.170 to 81.270 , inclusive.
Nev. Rev. Stat. § 81.875 — NV Code / Title 7 / Chapter 81 / Section 81.875
Mergers
Status: in_force

1. An unincorporated nonprofit association may merge with any organization that is authorized by law to merge with an unincorporated nonprofit association.

2. A merger involving an unincorporated nonprofit association is subject to the following rules: (a) Each constituent organization shall comply with its governing law. (b) Each party to the merger shall approve a plan of merger. The plan, which must be in a record, must include the following provisions: (1) The name and form of each organization that is a party to the merger; (2) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (3) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; (4) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record; and (5) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration except that the plan of merger may not permit members of an unincorporated nonprofit association to receive merger consideration if a distribution of such consideration would not be permitted in the absence of a merger under NRS 81.855 and 81.870 . (c) The plan of merger must be approved by the members of each unincorporated nonprofit association that is a constituent organization in the merger. If a plan of merger would impose personal liability for an obligation of a constituent or surviving organization on a member of an association that is a party to the merger, the plan may not take effect unless it is approved in a record by the member. (d) Subject to the contractual rights of third parties, after a plan of merger is approved and at any time before the merger is effective, a constituent organization may amend the plan or abandon the merger as provided in the plan, or except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. (e) Following approval of the plan, a merger under this section is effective: (1) If a constituent organization is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger, when the notice has been given and the approval has been obtained; and (2) If the surviving organization: (I) Is an unincorporated nonprofit association, as specified in the plan of merger and upon compliance by any constituent organization that is not an association with any requirements, including any required filings in the Office of the Secretary of State, of the organization's governing statute; or (II) Is not an unincorporated nonprofit association, as provided by the statutes governing the surviving organization.

3. When a merger becomes effective: (a) The surviving organization continues or comes into existence; (b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (c) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (d) All debts, obligations or other liabilities of each nonsurviving organization continue as debts, obligations or other liabilities of the surviving organization; (e) An action or proceeding pending by or against any nonsurviving organization may be continued as if the merger had not occurred; (f) Except as prohibited by law other than NRS 81.700 to 81.890 , inclusive, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; (g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (h) The merger does not affect the personal liability, if any, of a member or manager of a constituent organization for a debt, obligation or other liability incurred before the merger is effective; and (i) A surviving organization that is not organized in this State is subject to the jurisdiction of the courts of this State to enforce any debt, obligation or other liability owed by a constituent organization if, before the merger, the constituent organization was subject to suit in this State for the debt, obligation or other liability.

4. Property held for a charitable purpose under the laws of this State by a constituent organization immediately before a merger under this section becomes effective may not, as a result of the merger, be diverted from the objects for which it was given, unless, to the extent required by or pursuant to the laws of this State concerning cy-pres or other law dealing with nondiversion of charitable assets, the organization obtains an appropriate order of the court specifying the disposition of the property.

5. A bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a nonsurviving organization and that takes effect or remains payable after the merger inures to the surviving organization. A trust obligation that would govern property if transferred to the nonsurviving organization applies to property that is transferred to the surviving organization under this section.

6. As used in this section: (a) “ Constituent organization ” means an organization that is merged with one or more other organizations, including the surviving organization. (b) “ Nonsurviving organization ” means a constituent organization that is not the surviving organization. (c) “ Organization ” means an unincorporated nonprofit association, a general partnership, including a limited-liability partnership, limited partnership, including a limited-liability limited partnership, limited-liability company, business or statutory trust, corporation, or any other legal or commercial entity having a statute governing its formation and operation. The term includes a for-profit or nonprofit organization. (d) “ Surviving organization ” means an organization into which one or more other organizations are merged.
Nev. Rev. Stat. § 82.236 — NV Code / Title 7 / Chapter 82 / Section 82.236
Transfer of membership
Status: in_force

1. Except as otherwise provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it.

2. Where rights of transfer have been provided, a restriction on them is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
Nev. Rev. Stat. § 78A.130 — NV Code / Title 7 / Chapter 78A / Section 78A.130
Merger or share exchange; sale, lease or exchange of assets
Status: in_force

1. A plan of merger or share exchange that if effected would: (a) Terminate the close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the close corporation, voting as separate voting groups, whether or not the holders are entitled to vote on the plan. (b) Create the surviving corporation as a close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are entitled to vote on the plan.

2. If not made in the usual and regular course of business, a sale, lease, exchange or other disposition of all or substantially all of the property of a close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are entitled to vote on the transaction.
Nev. Rev. Stat. § 86.278 — NV Code / Title 7 / Chapter 86 / Section 86.278
Defaulting companies: Reinstatement under old or new name; regulations
Status: reserved

1. Except as otherwise provided in subsection 2, if a limited-liability company applies to reinstate its charter but its name has been legally acquired or reserved by any other artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the company shall submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the limited-liability company under that new name.

2. If the applying limited-liability company submits the written, acknowledged consent of the artificial person having the name, or the person reserving the name, which is not distinguishable from the old name of the applying company or a new name it has submitted, it may be reinstated under that name.

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

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 86.376 — NV Code / Title 7 / Chapter 86 / Section 86.376
Liability of person who acts as alter ego of company for debts or liabilities of company
Status: in_force

1. Except as otherwise specifically provided by statute or agreement, no person other than the limited-liability company is individually liable for a debt or liability of the limited-liability company unless the person acts as the alter ego of the limited-liability company.

2. A person acts as the alter ego of a limited-liability company only if: (a) The limited-liability company is influenced and governed by the person; (b) There is such unity of interest and ownership that the limited-liability company and the person are inseparable from each other; and (c) Adherence to the notion of the limited-liability company being an entity separate from the person would sanction fraud or promote manifest injustice.

3. The question of whether a person acts as the alter ego of a limited-liability company must be determined by the court as a matter of law.
Nev. Rev. Stat. § 90.780 — NV Code / Title 7 / Chapter 90 / Section 90.780
Administrative files and records
Status: in_force

1. The Administrator shall keep a register of: (a) All applications for licensing and registration under this chapter; (b) All licenses and registration statements that become effective under this chapter; (c) All disciplinary and enforcement orders issued and reports of investigation made under this chapter; (d) All declaratory orders and rulings issued under this chapter; and (e) All other orders issued under this chapter.

2. All records required to be maintained by subsection 1 may be maintained in any form of data storage.

3. Upon request, the Administrator shall certify under the State Seal a copy as being a true and correct copy of the records maintained by the office. The Administrator by regulation may establish reasonable charges for the furnishing or certifying of copies. In all courts and all proceedings under this chapter a copy so certified is prima facie evidence of the contents of the records certified.
Nev. Rev. Stat. § 82.206 — NV Code / Title 7 / Chapter 82 / Section 82.206
Committees of board of directors: Designation; powers; names; membership
Status: repealed

1. Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, to the extent provided in the bylaws or in the resolution or resolutions designating such committee or committees, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.

2. The committee or committees may have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution adopted by the board of directors.

3. Each committee must have at least one director. Unless it is otherwise provided in the articles or bylaws, the board of directors may appoint natural persons who are not directors to serve on the committees.

4. No such committee may: (a) Amend, alter or repeal the bylaws; (b) Elect, appoint or remove any member of any such committee or any director of the corporation; (c) Amend or repeal the articles, adopt a plan of merger or a plan of consolidation with another corporation; (d) Authorize the sale, lease or exchange of all of the property and assets of the corporation; (e) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (f) Adopt a plan for the distribution of the assets of the corporation; or (g) Amend, alter or repeal any resolution of the board of directors unless it provides by its terms that it may be amended, altered or repealed by a committee.
Nev. Rev. Stat. § 86.541 — NV Code / Title 7 / Chapter 86 / Section 86.541
Filing and effectiveness of articles of dissolution; powers of trustees of dissolved company
Status: in_force

1. The signed articles of dissolution must be filed with the Secretary of State. Articles of dissolution are effective at the time of the filing of the articles with the Secretary of State or upon a later date and time as specified in the articles, which date must not be more than 90 days after the date on which the articles are filed. If the articles filed pursuant to this section specify a later effective date but do not specify an effective time, the articles are effective at 12:01 a.m. in the Pacific time zone on the specified later date.

2. The manager or managers in office at the time of dissolution, or the members, if there are no managers, or the personal representatives, are thereafter trustees of the dissolved company, with full power to prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the company, to enable the company 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 members, 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 company was established.
Nev. Rev. Stat. § 81.945 — NV Code / Title 7 / Chapter 81 / Section 81.945
Means of providing notice; affidavit is prima facie evidence of proper notice
Status: in_force

1. Except as otherwise provided in NRS 81.941 , notice may be provided by: (a) Personal service; (b) Electronic transmission; (c) Mail; or (d) Any other means of written communication.

2. An affidavit executed by a secretary, assistant secretary or transfer agent of a worker cooperative attesting that notice was served in accordance with NRS 81.939 to 81.949 , inclusive, shall be deemed prima facie evidence that proper notice was given by the worker cooperative.
Nev. Rev. Stat. § 89.110 — NV Code / Title 7 / Chapter 89 / Section 89.110
Scope of authority
Status: in_force

No professional entity may do any act which is prohibited to be done by natural persons licensed to practice the profession which the professional entity is organized to practice.
Nev. Rev. Stat. § 82.221 — NV Code / Title 7 / Chapter 82 / Section 82.221
Directors and officers: Exercise of powers and performance of duties; personal liability
Status: in_force

1. Directors and officers shall exercise their powers in good faith and with a view to the interests of the corporation.

2. In performing their respective duties, directors and officers are entitled to rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, that are prepared or presented by: (a) One or more directors, officers or employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented; (b) Counsel, public accountants or other persons as to matters reasonably believed to be within the preparer or presenter's professional or expert competence; or (c) A committee upon which the person relying thereon does not serve, established in accordance with NRS 82.206 as to matters within the committee's designated authority and matters on which the committee is reasonably believed to merit confidence, but a director or officer is not entitled to rely on such information, opinions, reports, books of account or statements if the director or officer has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.

3. A director or officer must not be found to have failed to exercise his or her powers in good faith and with a view to the interests of the corporation unless it is proved by clear and convincing evidence that the director or officer has not acted in good faith and in a manner reasonably believed by him or her to be with a view to the interests of the corporation.

4. Except as otherwise provided in the articles of incorporation or NRS 82.136 and 82.536 and chapter 35 of NRS, no action may be brought against an officer or director of a corporation based on any act or omission arising from failure in his or her official capacity to exercise due care regarding the management or operation of the corporation unless the act or omission involves intentional misconduct, fraud or knowing violation of the law.

5. The articles of incorporation may impose greater liability on a director or officer of a corporation than that imposed by subsection 4.
Nev. Rev. Stat. § 87A.065 — NV Code / Title 7 / Chapter 87A / Section 87A.065
“Partner” defined
Status: in_force

“ Partner ” means a limited partner or general partner.
Nev. Rev. Stat. § 82.086 — NV Code / Title 7 / Chapter 82 / Section 82.086
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,” “Inc.,” “Limited,” “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. That the corporation is a nonprofit corporation.

4. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on by the corporation. It is sufficient to state, either alone or with other purposes, that the corporation may engage in any lawful activity, subject to expressed limitations, if any. Such a statement makes all lawful activities within the objects or purposes of the corporation.

5. The names and mailing or street addresses, 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.

6. The names and mailing or street address, residence or business, of each of the incorporators signing the articles of incorporation.
Nev. Rev. Stat. § 88A.530 — NV Code / Title 7 / Chapter 88A / Section 88A.530
Resignation of registered agent or termination of registration of commercial registered agent
Status: in_force

1. If its registered agent resigns pursuant to NRS 77.370 or if its commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330 , a business trust, 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 business trust that fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 88A.630 to 88A.665 , inclusive.

3. As used in this section, “commercial registered agent” has the meaning ascribed to it in NRS 77.040 .
Nev. Rev. Stat. § 92A.020 — NV Code / Title 7 / Chapter 92A / Section 92A.020
“Domestic” defined
Status: in_force

“Domestic” as applied to an entity means one organized and existing under the laws of this State.
Nev. Rev. Stat. § 78.207 — NV Code / Title 7 / Chapter 78 / Section 78.207
Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders
Status: in_force

1. Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a class or series, if any, of its authorized stock by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsections 2 and 3, do so by a resolution adopted by the board of directors, without obtaining the approval of the stockholders. The resolution may also provide for a change of the par value, if any, of the same class or series of the shares increased or decreased. After the effective date and time of the change, the corporation may issue its stock in accordance therewith.

2. A proposal to increase or decrease the number of authorized shares of any class or series, if any, that includes provisions pursuant to which only money will be paid or scrip will be issued to stockholders who: (a) Before the increase or decrease in the number of shares becomes effective, in the aggregate hold 10 percent or more of the outstanding shares of the affected class or series; and (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares, must be approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power thereof.

3. Except as otherwise provided in this subsection, if a proposed increase or decrease in the number of authorized shares of any class or series would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, then the increase or decrease must be approved by the vote, in addition to any vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the increase or decrease, regardless of limitations or restrictions on the voting power thereof. The increase or decrease does not have to be approved by the vote of the holders of shares representing a majority of the voting power in each class or series whose preference or rights are adversely affected by the increase or decrease if the articles of incorporation specifically deny the right to vote on such an increase or decrease.

4. If any proposed corporate action pursuant to this section would result in only money being paid or scrip being issued to stockholders who: (a) Before the increase or decrease in the number of shares becomes effective, in the aggregate hold 1 percent or more of the outstanding shares of the affected class or series; and (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all of their outstanding shares, any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder's outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500 , inclusive, and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.
Nev. Rev. Stat. § 90.500 — NV Code / Title 7 / Chapter 90 / Section 90.500
Provisions applicable to registration generally
Status: in_force

1. A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a broker-dealer licensed under this chapter.

2. Except as otherwise provided in subsection 3, a person filing a registration statement shall pay a filing fee of 0.2 percent of the maximum aggregate offering price at which the registered securities are to be offered in this State, but not less than $700 or more than $5,000. If a registration statement is withdrawn before the effective date or a pre-effective order is entered under NRS 90.510 , the Administrator shall retain the fee.

3. An open-end management company, a face-amount certificate company or a unit investment trust, as defined in the Investment Company Act of 1940, 1 may register an indefinite amount of securities under a registration statement. The registrant shall pay: (a) A fee of $1,000 at the time of filing; and (b) Within 60 days after the registrant's fiscal year during which its statement is effective, a fee of $4,000, or file a report on a form the Administrator adopts, specifying its sale of securities to persons in this State during the fiscal year and pay a fee of 0.2 percent of the aggregate sales price of the securities sold to persons in this State, but the latter fee must not be less than $700 or more than $5,000.

4. Except as otherwise permitted by subsection 3, a statement must specify: (a) The amount of securities to be offered in this State and the states in which a statement or similar record in connection with the offering has been or is to be filed; and (b) Any adverse order, judgment or decree entered by a securities agency or administrator in any state or by a court or the Securities and Exchange Commission in connection with the offering.

5. A record filed under this chapter as now or previously in effect, within 5 years before the filing of a registration statement, may be incorporated by reference in the registration statement if the record is currently accurate.

6. The Administrator by regulation or order may permit the omission of an item of information or record from a statement.

7. In the case of a nonissuer offering, the Administrator may not require information under subsection 13 or NRS 90.510 unless it is known to the person filing the registration statement or to the person on whose behalf the offering is to be made, or can be furnished by one of them without unreasonable effort or expense.

8. In the case of a registration under NRS 90.480 or 90.490 by an issuer who has no public market for its shares and no significant earnings from continuing operations during the last 5 years or any shorter period of its existence, the Administrator by regulation or order may require as a condition of registration that the following securities be deposited in escrow for not more than 3 years: (a) A security issued to a promoter within the 3 years immediately before the offering or to be issued to a promoter for a consideration substantially less than the offering price; and (b) A security issued to a promoter for a consideration other than cash, unless the registrant demonstrates that the value of the noncash consideration received in exchange for the security is substantially equal to the offering price for the security. The Administrator by regulation may determine the conditions of an escrow required under this subsection, but the Administrator may not reject a depository solely because of location in another state.

9. The Administrator by regulation may require as a condition of registration under NRS 90.480 or 90.490 that the proceeds from the sale of the registered security in this State must be impounded until the issuer receives a specified amount from the sale of the security. The Administrator by regulation or order may determine the conditions of an impounding arrangement required under this subsection, but the Administrator may not reject a depository solely because of its location in another state.

10. If a security is registered pursuant to NRS 90.470 or 90.480 , the prospectus filed under the Securities Act of 1933 2 must be delivered to each purchaser in accordance with the requirements of that act for the delivery of a prospectus.

11. If a security is registered pursuant to NRS 90.490 , an offering record containing information the Administrator by regulation or order designates must be delivered to each purchaser with or before the earliest of: (a) The first written offer made to the purchaser by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by it as a participant in the distribution; (b) Confirmation of a sale made by or for the account of a person named in paragraph (a); (c) Payment pursuant to a sale; or (d) Delivery pursuant to a sale.

12. Except for a registration statement under which an indefinite amount of securities are registered as provided in subsection 3, a statement remains effective for 1 year after its effective date unless the Administrator by regulation extends the period of effectiveness. A registration statement under which an indefinite amount of securities are registered remains effective until 60 days after the beginning of the registrant's next fiscal year following the date the statement was filed. All outstanding securities of the same class as a registered security are considered to be registered for the purpose of a nonissuer transaction while the registration statement is effective, unless the Administrator by regulation or order provides otherwise. A registration statement may not be withdrawn after its effective date if any of the securities registered have been sold in this State, unless the Administrator by regulation or order provides otherwise. No registration statement is effective while an order is in effect under subsection 1 of NRS 90.510 .

13. During the period that an offering is being made pursuant to an effective registration statement, the Administrator by regulation or order may require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.

14. A registration statement filed under NRS 90.470 or 90.480 may be amended after its effective date to increase the securities specified to be offered and sold. The amendment becomes effective upon filing of the amendment and payment of an additional filing fee of 3 times the fee otherwise payable, calculated in the manner specified in subsection 2, with respect to the additional securities to be offered and sold. The effectiveness of the amendment relates back to the date or dates of sale of the additional securities being registered.

15. A registration statement filed under NRS 90.490 may be amended after its effective date to increase the securities specified to be offered and sold, if the public offering price and underwriters' discounts and commissions are not changed from the respective amounts which the Administrator was informed. The amendment becomes effective when the Administrator so orders and relates back to the date of sale of the additional securities being registered. A person filing an amendment shall pay an additional filing fee of 3 times the fee otherwise payable, calculated in the manner specified in subsection 2, with respect to the additional securities to be offered and sold.

1 15 USCA § 80a-1 et seq.

2 15 USCA § 77a et seq.
Nev. Rev. Stat. § 87A.305 — NV Code / Title 7 / Chapter 87A / Section 87A.305
Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each defaulting limited partnership. 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 first day of the first anniversary of the month following the month in which filing was required, the certificate of the limited partnership is revoked.

3. The Secretary of State shall compile a complete list containing the names of all limited partnerships whose right to transact business has been forfeited.

4. The Secretary of State shall notify, by providing written notice to its registered agent, each limited partnership specified in subsection 3 of the revocation of its certificate. 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.

5. In case of revocation of the certificate and of the forfeiture of the right to transact business thereunder, all the property and assets of the defaulting domestic limited partnership are held in trust by the general partners, and the same proceedings may be had with respect thereto as for the judicial dissolution of a limited partnership. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the limited partnership, the proceedings must at once be dismissed and all property restored to the general partners.
Nev. Rev. Stat. § 86.261 — NV Code / Title 7 / Chapter 86 / Section 86.261
Service of process, notice or demand upon registered agent
Status: in_force

1. The registered agent appointed by a limited-liability company is an agent of the company upon whom any process, notice or demand required or permitted by law to be served upon the company may be served.

2. This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited-liability company in any other manner permitted by law.
Nev. Rev. Stat. § 87A.150 — NV Code / Title 7 / Chapter 87A / Section 87A.150
Knowledge and notice
Status: in_force

1. A person knows a fact if the person has actual knowledge of it.

2. A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; (c) Has reason to know it exists from all of the facts known to the person at the time in question; or (d) Has notice of it under subsection 3 or 4.

3. A certificate of limited partnership on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection 4, the certificate is not notice of any other fact.

4. A person has notice of: (a) Another person's withdrawal as a general partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has withdrawn or 90 days after the effective date of a certificate of withdrawal pertaining to the other person, whichever occurs first; (b) A limited partnership's dissolution, 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved; (c) A limited partnership's termination, 90 days after the effective date of a certificate of cancellation; (d) A limited partnership's conversion, 90 days after the effective date of the articles of conversion; or (e) A merger, 90 days after the effective date of the articles of merger.

5. A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

6. A person receives a notification when the notification: (a) Comes to the person's attention; or (b) Is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

7. Except as otherwise provided in subsection 8, a person other than a natural person knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the natural person conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the natural person's attention if the person had exercised reasonable diligence. A person other than a natural person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the natural person conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require a natural person acting for the person to communicate information unless the communication is part of the natural person's regular duties or the natural person has reason to know of the transaction and that the transaction would be materially affected by the information.

8. A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.
Nev. Rev. Stat. § 86.531 — NV Code / Title 7 / Chapter 86 / Section 86.531
Articles of dissolution: Required provisions and signatories
Status: in_force

1. Except in the case of a dissolution pursuant to NRS 86.490 , as soon as practicable after the dissolution of a limited-liability company, articles of dissolution must be prepared and signed setting forth: (a) The name of the limited-liability company; (b) That the company has been dissolved; and (c) The effective date and time of the dissolution, which may not be later than the effective date and time of the articles of dissolution.

2. The articles of dissolution must be signed by: (a) A manager of the company, if management of the company is vested in a manager; (b) A member of the company, if management of the company is not vested in a manager; or (c) The personal representative of the last remaining member, if there is no remaining manager or member, unless otherwise provided in the articles of organization or operating agreement.
Nev. Rev. Stat. § 88.535 — NV Code / Title 7 / Chapter 88 / Section 88.535
Rights and remedies of creditor of partner
Status: in_force

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

2. This section: (a) Provides the exclusive remedy by which a judgment creditor of a partner or an assignee of a partner may satisfy a judgment out of the partnership interest of the judgment debtor. No other remedy, including, without limitation, foreclosure on the partner's partnership interest or a court order for directions, accounts and inquiries that the debtor or partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited partnership, and no other remedy may be ordered by a court. (b) Does not deprive any partner of the benefit of any exemption laws applicable to the partnership interest of the partner. (c) Does not supersede any written agreement between a partner and creditor if the written agreement does not conflict with the partnership's certificate of limited partnership or partnership agreement.
Nev. Rev. Stat. § 82.046 — NV Code / Title 7 / Chapter 82 / Section 82.046
Construction of chapter
Status: in_force

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. § 78.444 — NV Code / Title 7 / Chapter 78 / Section 78.444
Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder
Status: in_force

As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439 , a combination with an interested stockholder of the resident domestic corporation engaged in more than 2 years after the date that the person first became an interested stockholder is permissible if the requirements of NRS 78.441 , 78.442 and 78.443 are satisfied and, after the date that such person first became an interested stockholder and before the date of consummation with respect to the combination, the interested stockholder has not become the beneficial owner of any additional voting shares of the resident domestic corporation except:

1. As part of the transaction that resulted in the person becoming an interested stockholder;

2. By virtue of any transaction or series of transactions not constituting a combination;

3. Through a combination meeting the requirements of NRS 78.439 ; or

4. Through a purchase at any price that, if the price had been paid in an otherwise permissible combination whose date of announcement and date of consummation were the date of the purchase, would have satisfied the requirements of NRS 78.441 , 78.442 and 78.443 .
Nev. Rev. Stat. § 88.548 — NV Code / Title 7 / Chapter 88 / Section 88.548
Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 88.415 , if the limited partnership provides evidence satisfactory to the Secretary of State that the limited partnership did not transact business in this State or as a limited partnership organized pursuant to the laws of this State: (a) During the entire period for which its certificate of limited partnership was revoked; or (b) During a portion of the period for which its certificate of limited partnership was revoked and the limited partnership paid the fees and penalties for the portion of that period in which the limited partnership transacted business in this State or as a limited partnership organized pursuant to the laws of this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 88.606 — NV Code / Title 7 / Chapter 88 / Section 88.606
Filing requirements; required and optional provisions of certificate of registration; prohibition against registration for certain illegal purposes
Status: in_force

1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a certificate of registration stating each of the following: (a) The name of the limited 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 organizer signing the certificate. (e) The name and business address of each initial general partner. (f) That the limited partnership thereafter will be a registered limited-liability limited partnership. (g) Any other information that the limited partnership wishes to include.

2. The certificate of registration must be signed by the vote necessary to amend the partnership agreement or, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.

3. The Secretary of State shall register as a registered limited-liability limited partnership any limited partnership that submits a completed certificate of registration with the required fee.

4. Any person may register as a registered limited-liability limited partnership at the time of filing a certificate of limited partnership by filing a certificate of limited partnership and a certificate of registration of a limited-liability limited partnership with the Secretary of State and paying the fees required pursuant to subsections 1 and 2 of NRS 88.415 .

5. The registration of a registered limited-liability limited partnership is effective at the time of the filing of the certificate of registration.

6. A person shall not register a registered limited-liability limited 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.
Nev. Rev. Stat. § 87.4346 — NV Code / Title 7 / Chapter 87 / Section 87.4346
Purchase of dissociated partner's interest
Status: in_force

1. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under NRS 87.4351 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection 2.

2. The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under subsection 2 of NRS 87.4357 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.

3. Damages for wrongful dissociation under subsection 2 of NRS 87.4344 , and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.

4. A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under NRS 87.4347 .

5. If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection 3.

6. If a deferred payment is authorized under subsection 8, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection 3, stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation.

7. The payment or tender required by subsection 5 or 6 must be accompanied by the following: (a) A statement of partnership assets and liabilities as of the date of dissociation; (b) The latest available partnership balance sheet and income statement, if any; (c) An explanation of how the estimated amount of the payment was calculated; and (d) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection 3 or other terms of the obligation to purchase.

8. A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest.

9. A dissociated partner may maintain an action against the partnership, pursuant to subparagraph (2) of paragraph (b) of subsection 2 of NRS 87.4337 , to determine the buyout price of that partner's interest, any offsets under subsection 3 or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection 3 and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection 8, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection 7.
Nev. Rev. Stat. § 87.510 — NV Code / Title 7 / Chapter 87 / Section 87.510
Annual list: Filing requirements; fees; notice; regulations
Status: in_force

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

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

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

4. If a registered limited-liability partnership files an amended list of managing partners with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the registered limited-liability partnership or the resigning managing partner is not required to pay a fee for filing the amended list.

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

6. The Secretary of State shall, at least 90 days before the last day for filing each annual list required by subsection 1, provide to the registered limited-liability partnership a notice of the fee due pursuant to subsection 3 and a reminder to file the annual list required by subsection 1. The failure of any registered limited-liability partnership to receive a notice does not excuse it from complying with the provisions of this section.

7. If the list to be filed pursuant to the provisions of subsection 1 is defective, or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.

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

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

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

11. The Secretary of State may adopt regulations to administer the provisions of subsection 10.
Nev. Rev. Stat. § 78A.090 — NV Code / Title 7 / Chapter 78A / Section 78A.090
Operation without board of directors; elimination and reinstatement of board
Status: in_force

1. A close corporation may operate without a board of directors if the articles of incorporation contain a statement to that effect.

2. An amendment to the articles of incorporation eliminating a board of directors must be approved: (a) By all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments; or (b) If no shares have been issued, by all subscribers for shares, if any, or if none, by the incorporators.

3. While a corporation is operating without a board of directors as authorized by subsection 1: (a) All corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders. (b) Unless the articles of incorporation provide otherwise: (1) Action requiring the approval of the board of directors or of both the board of directors and the shareholders is authorized if approved by the shareholders; and (2) Action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of votes of the shareholders entitled to vote on the action. (c) A requirement by a state or the United States that a record delivered for filing contain a statement that specified action has been taken by the board of directors is satisfied by a statement that the corporation is a close corporation without a board of directors and that the action was approved by the shareholders. (d) The shareholders by resolution may appoint one or more shareholders to sign records as designated directors.

4. An amendment to the articles of incorporation that deletes the provision which eliminates a board of directors must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. The amendment must specify the number, names and mailing addresses of the directors of the corporation or describe who will perform the duties of the board of directors.
Nev. Rev. Stat. § 87.490 — NV Code / Title 7 / Chapter 87 / Section 87.490
Change of location of principal office
Status: in_force

1. If a registered limited-liability partnership wishes to change the location of its principal office in this State, it shall first file with the Secretary of State a certificate of change of principal office that sets forth: (a) The name of the registered limited-liability partnership; (b) The street address of its principal office; and (c) The street address of its new principal office.

2. A certificate of change of principal office filed pursuant to this section must be: (a) Signed by a managing partner of the registered limited-liability partnership; and (b) Accompanied by a fee of $60.

3. A change authorized by this section becomes effective upon the filing of the proper certificate of change.
Nev. Rev. Stat. § 87.4324 — NV Code / Title 7 / Chapter 87 / Section 87.4324
When property is partnership property
Status: in_force

1. Property is partnership property if acquired in the name of: (a) The partnership; or (b) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

2. Property is acquired in the name of the partnership by a transfer to: (a) The partnership in its name; or (b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

3. Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

4. Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Nev. Rev. Stat. § 81.240 — NV Code / Title 7 / Chapter 81 / Section 81.240
Bylaws: Required and optional provisions concerning profits
Status: in_force

1. The bylaws shall provide for the time and manner in which profits shall be divided between the members, and what proportion of the profits, if any, shall be added to the common property or funds of the association.

2. The bylaws may provide that the directors may suspend or pass the payment of any such profit or installment of earnings at their discretion.
Nev. Rev. Stat. § 87A.430 — NV Code / Title 7 / Chapter 87A / Section 87A.430
Liability for improper distributions
Status: in_force

1. A general partner that consents to a distribution made in violation of NRS 87A.425 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with NRS 87A.385 .

2. A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of NRS 87A.425 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under NRS 87A.425 .

3. A general partner against which an action is commenced under subsection 1 may: (a) Implead in the action any other person that is liable under subsection 1 and compel contribution from the person; and (b) Implead in the action any person that received a distribution in violation of subsection 2 and compel contribution from the person in the amount the person received in violation of subsection 2.

4. An action under this section is barred if it is not commenced within 2 years after the distribution.
Nev. Rev. Stat. § 81.605 — NV Code / Title 7 / Chapter 81 / Section 81.605
“Governing instrument” defined
Status: in_force

“Governing instrument” means the articles or certificate of incorporation or association or other written instrument by which a private foundation is created, but does not include its bylaws.
Nev. Rev. Stat. § 75.080 — NV Code / Title 7 / Chapter 75 / Section 75.080
“Street address” defined
Status: in_force

“ Street address ” of a registered agent means the actual physical location in this State at which a registered agent is available for service of process. As used in this section, “registered agent” has the meaning ascribed to it in NRS 77.230 .
Nev. Rev. Stat. § 86.487 — NV Code / Title 7 / Chapter 86 / Section 86.487
Pleading
Status: in_force

In a derivative action, the complaint must set forth with particularity:

1. The effort of the plaintiff to secure initiation of the action by a manager or member; or

2. The reasons for the plaintiff not making the effort to secure initiation of the action by a manager or member.
Nev. Rev. Stat. § 75.030 — NV Code / Title 7 / Chapter 75 / Section 75.030
“Electronic” defined
Status: in_force

“ Electronic ” means relating to any technology, process or system having electrical, digital, magnetic, wireless, optical, electromagnetic or similar characteristics or qualities.
Nev. Rev. Stat. § 87A.405 — NV Code / Title 7 / Chapter 87A / Section 87A.405
Interim distributions
Status: in_force

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
Nev. Rev. Stat. § 87.4329 — NV Code / Title 7 / Chapter 87 / Section 87.4329
Partnership liable for actionable conduct of partner
Status: in_force

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

2. If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
Nev. Rev. Stat. § 81.507 — NV Code / Title 7 / Chapter 81 / Section 81.507
Reversion of unclaimed capital credit to electric cooperative under certain circumstances
Status: in_force

1. Any capital credit distributed to a member by an electric cooperative formed under NRS 81.410 to 81.540 , inclusive, which remains unclaimed for 1 year after the date authorized for distribution reverts to the cooperative and is not subject to the provisions of chapter 120A of NRS if: (a) Not more than 6 months after the date the capital credit was authorized for distribution, the cooperative gives notice to the member that the capital credit is available; and (b) The member fails to respond to such notice within 30 days after receipt of the notification.

2. The notice pursuant to subsection 1 must be sent by mail to the last known address of the member, as it appears in the records of the cooperative.

3. As used in this section, “ capital credit ” means money which is credited to the capital account of a member of a cooperative after deducting the member's pro rata share of the operating costs of the cooperative from the amount paid by the member for electric service.
Nev. Rev. Stat. § 77.040 — NV Code / Title 7 / Chapter 77 / Section 77.040
“Commercial registered agent” defined
Status: in_force

“ Commercial registered agent ” means an individual or a domestic or foreign entity transacting business as a registered agent for 10 or more entities or any registered agent who elects to be registered under NRS 77.320 .
Nev. Rev. Stat. § 91.110 — NV Code / Title 7 / Chapter 91 / Section 91.110
“Financial institution” defined
Status: in_force

“Financial institution” means a bank, credit union, savings institution or trust company organized under, or supervised pursuant to, the laws of the United States or of any state.
Nev. Rev. Stat. § 87.4328 — NV Code / Title 7 / Chapter 87 / Section 87.4328
Statement of denial
Status: in_force

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection 2 of NRS 87.4327 may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections 4 and 5 of NRS 87.4327 .
Nev. Rev. Stat. § 78.575 — NV Code / Title 7 / Chapter 78 / Section 78.575
Procedure for dissolution before payment of capital and beginning of business
Status: in_force

Before the payment of any part of the capital and before beginning the business for which the corporation was created, the incorporators or the board of directors named in the articles of incorporation may dissolve a corporation by filing in the Office of the Secretary of State a certificate, signed by a majority of the incorporators or of the board of directors named in the articles of incorporation, stating that no part of the capital has been paid and the business has not begun, and thereupon the corporation is dissolved.
Nev. Rev. Stat. § 92A.045 — NV Code / Title 7 / Chapter 92A / Section 92A.045
“Entity” defined
Status: in_force

“ Entity ” means a foreign or domestic:

1. Corporation, whether or not for profit;

2. Limited-liability company;

3. Limited partnership; or

4. Business trust.
Nev. Rev. Stat. § 90.785 — NV Code / Title 7 / Chapter 90 / Section 90.785
Biennial report of Administrator
Status: in_force

1. On or before August 15 of each even-numbered year, the Administrator shall: (a) Submit a written report to the Director of the Legislative Counsel Bureau for submission to the Legislative Commission; and (b) Publish the report described in paragraph (a) on an Internet website of the Secretary of State or by similar means.

2. The report must include, without limitation: (a) A summary of the states that adopted a model rule, regulation, exemption or like provision of the North American Securities Administrators Association within the 5 years immediately preceding the publication of the report described in subsection 1; (b) A summary of the states that did not adopt a model rule, regulation, exemption or like provision of the North American Securities Administrators Association within the 5 years immediately preceding the publication of the report described in subsection 1, and the reasoning why each state did not adopt any such model rule, regulation, exemption or like provision; (c) A determination of whether the Division has the resources necessary to achieve its objectives; and (d) Any recommendations for legislation relating to the protection of investors in this State.
Nev. Rev. Stat. § 87A.220 — NV Code / Title 7 / Chapter 87A / Section 87A.220
Registered agent: Revocation of appointment; change of name
Status: in_force

1. If a limited partnership created pursuant to this chapter desires to change its registered agent, the change may be effected by filing with the Secretary of State a certificate of change of registered agent, signed by a general partner, which sets forth: (a) The name of the limited partnership; (b) The name and street address of its present registered agent; and (c) The name and street address of the new registered agent.

2. The new registered agent's certificate of acceptance must be a part of or attached to the certificate of change of registered agent.

3. If the name of a registered agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the registered agent shall: (a) File with the Secretary of State a certificate of name change of registered agent that includes: (1) The current name of the registered agent as filed with the Secretary of State; (2) The new name of the registered agent; and (3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the registered agent represents; and (b) Pay to the Secretary of State a filing fee of $100.

4. A change authorized by this section becomes effective upon the filing of the proper certificate of change.
Nev. Rev. Stat. § 87.220 — NV Code / Title 7 / Chapter 87 / Section 87.220
Right to formal account
Status: in_force

Any partner shall have the right to a formal account as to partnership affairs:

1. If the partner is wrongfully excluded from the partnership business or possession of its property by his or her copartners;

2. If the right exists under the terms of any agreement;

3. As provided by NRS 87.210 ; or

4. Whenever other circumstances render it just and reasonable.
Nev. Rev. Stat. § 90.610 — NV Code / Title 7 / Chapter 90 / Section 90.610
Unlawful representation concerning licensing, registration or exemption
Status: in_force

1. Neither the fact that an application for licensing or a statement has been filed under this chapter, nor the fact that a person is licensed or a security is registered under this chapter constitutes a finding by the Administrator that any record filed under this chapter is true, complete and not misleading. Neither of those facts nor the fact that an exemption or exception is available for a security or a transaction means that the Administrator has passed upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction.

2. It is unlawful to make, or cause to be made, to a purchaser, customer or client a representation inconsistent with subsection 1.
Nev. Rev. Stat. § 78.622 — NV Code / Title 7 / Chapter 78 / Section 78.622
Reorganization under federal law: Powers of corporation
Status: in_force

1. If a corporation is under reorganization in a federal court pursuant to Title 11 of U.S.C., it may take any action necessary to carry out any proceeding and do any act directed by the court relating to reorganization, without further action by its directors or stockholders. This authority may be exercised by: (a) The trustee in bankruptcy appointed by the court; (b) Officers of the corporation designated by the court; or (c) Any other representative appointed by the court, with the same effect as if exercised by the directors and stockholders of the corporation.

2. By filing a confirmed plan or order of reorganization, certified by the bankruptcy court, with the Secretary of State, the corporation may: (a) Alter, amend or repeal its bylaws; (b) Constitute or reconstitute and classify or reclassify its board of directors; (c) Name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; (d) Amend its articles of incorporation; (e) Make any change in its authorized and issued stock; (f) Make any other amendment, change, alteration or provision authorized by this chapter; and (g) Be dissolved, transfer all or part of its assets, or merge or consolidate, or make any other change authorized by this chapter.

3. In any action taken pursuant to subsections 1 and 2, a stockholder has no right to demand payment for his or her stock.

4. Any amendment of the articles of incorporation made pursuant to subsection 2 must be signed under penalty of perjury by the person authorized by the court and filed with the Secretary of State. If the amendment is filed in accordance with the order of reorganization, it becomes effective when it is filed unless otherwise ordered by the court.

5. Any filing with the Secretary of State pursuant to this section must be accompanied by the appropriate fee, if any.
Nev. Rev. Stat. § 86.201 — NV Code / Title 7 / Chapter 86 / Section 86.201
Commencement of organizational existence
Status: in_force

1. A limited-liability company is considered legally organized pursuant to this chapter: (a) At the time of the filing of the articles of organization with the Secretary of State; and (b) Upon paying the required filing fees to the Secretary of State.

2. A limited-liability company must not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the company is considered legally organized pursuant to subsection 1.

3. A limited-liability company is an entity distinct from its managers and members.
Nev. Rev. Stat. § 87A.610 — NV Code / Title 7 / Chapter 87A / Section 87A.610
Penalty for transacting business without registration; enforcement; regulations
Status: in_force

1. Every foreign limited partnership transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. Every foreign limited partnership transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State.

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

4. When the Secretary of State is advised that a foreign limited partnership is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county where the foreign limited partnership has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover any applicable fine provided for in this section. The district attorney of the county where the foreign limited partnership 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 a fine pursuant to 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.

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

6. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.

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

8. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 87.110 — NV Code / Title 7 / Chapter 87 / Section 87.110
Partnership bound by admission of partner
Status: in_force

An admission or representation made by any partner concerning partnership affairs within the scope of the partner’s authority as conferred by NRS 87.010 to 87.430 , inclusive, is evidence against the partnership.
Nev. Rev. Stat. § 78.600 — NV Code / Title 7 / Chapter 78 / Section 78.600
Trustees or receivers for dissolved corporations: Appointment; powers
Status: in_force

When any corporation organized under this chapter shall be dissolved or cease to exist in any manner whatever, the district court, on application of any creditor or stockholder of the corporation, at any time, may either continue the directors trustees as provided in NRS 78.590 , or appoint one or more persons to be receivers of and for the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes aforesaid.
Nev. Rev. Stat. § 88.620 — NV Code / Title 7 / Chapter 88 / Section 88.620
Pleading
Status: in_force

In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Nev. Rev. Stat. § 86.5414 — NV Code / Title 7 / Chapter 86 / Section 86.5414
Company may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving company and forfeiting charter
Status: in_force

1. Whenever a receiver shall have been appointed pursuant to NRS 86.5412 and it shall afterwards appear that the debts of the limited-liability company have been paid or provided for, and that there remains or can be obtained by further contributions sufficient capital to enable it to resume its business, the district court may, in its discretion, a proper case being shown, direct the receiver to reconvey to the company all its property, franchises, rights and effects, and thereafter the company may resume control of and enjoy the same as fully as if the receiver had never been appointed.

2. In every case in which the district court shall not direct such reconveyance, the court may, in its discretion, make a decree dissolving the company and declaring its charter forfeited and void.
Nev. Rev. Stat. § 78.403 — NV Code / Title 7 / Chapter 78 / Section 78.403
Restatement of articles
Status: in_force

1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with the Secretary of State a certificate in the manner provided in this section. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 78.380 , 78.385 and 78.390 , as applicable. An omission permitted by subsection 3 does not constitute an alteration or amendment to the articles for purposes of this section.

2. If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and state that the officer has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles of incorporation as amended to the date of the certificate.

3. The following may be omitted from restated articles: (a) The names, addresses, signatures and acknowledgments of the incorporators; (b) The names and addresses of the members of the past and present boards of directors; (c) The information required pursuant to NRS 77.310 ; and (d) The text of any certificate of designation filed pursuant to NRS 78.1955 , including any amendments thereto, but only if the existence of each such certificate of designation not withdrawn prior to such restatement is expressly noted within the text of the restated articles. The effectiveness of any such certificate of designation or any amendment thereto is not affected by its omission from restated articles pursuant to this subsection.

4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed subsequent to the restated articles and certified copies of any effective certificates of designation or amendments thereto omitted from the restated articles pursuant to subsection 3.

5. 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.
Nev. Rev. Stat. § 88.330 — NV Code / Title 7 / Chapter 88 / Section 88.330
Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address
Status: in_force

1. Each limited partnership shall continuously maintain: (a) A principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership's registered office, at which must be kept the records required by NRS 88.335 to be maintained; and (b) A registered agent.

2. Within 30 days after changing the location of the office which contains records for a limited partnership, a general partner of the limited partnership shall file a certificate of a change in address with the Secretary of State which sets forth the name of the limited partnership, the previous address of the office which contains records and the new address of the office which contains records.
Nev. Rev. Stat. § 87A.080 — NV Code / Title 7 / Chapter 87A / Section 87A.080
“Person withdrawn as a general partner” defined
Status: in_force

“ Person withdrawn as a general partner ” means a person withdrawn as a general partner of a limited partnership.
Nev. Rev. Stat. § 87.4316 — NV Code / Title 7 / Chapter 87 / Section 87.4316
Effect of partnership agreement; nonwaivable provisions
Status: in_force

1. Except as otherwise provided in subsection 2, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, NRS 87.4301 to 87.4357 , inclusive, govern relations among the partners and between the partners and the partnership.

2. The partnership agreement may not: (a) Vary the rights and duties under NRS 87.4318 except to eliminate the duty to provide copies of statements to all of the partners; (b) Unreasonably restrict the right of access to books and records under subsection 2 of NRS 87.4335 ; (c) Eliminate the duty of loyalty under subsection 2 of NRS 87.4336 or paragraph (c) of subsection 2 of NRS 87.4345 , but: (1) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (2) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (d) Unreasonably reduce the duty of care under subsection 3 of NRS 87.4336 or paragraph (c) of subsection 2 of NRS 87.4345 ; (e) Eliminate the obligation of good faith and fair dealing under subsection 4 of NRS 87.4336 , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (f) Vary the power to dissociate as a partner under subsection 1 of NRS 87.4344 , except to require the notice under subsection 1 of NRS 87.4343 to be in writing; (g) Vary the right of a court to expel a partner in the events specified in subsection 5 of NRS 87.4343 ; (h) Vary the requirement to wind up the partnership business in cases specified in subsection 4, 5 or 6 of NRS 87.4351 ; (i) Vary the law applicable to a registered limited-liability partnership pursuant to NRS 87.560 ; or (j) Restrict rights of third parties pursuant to NRS 87.4301 to 87.4357 , inclusive.
Nev. Rev. Stat. § 78.267 — NV Code / Title 7 / Chapter 78 / Section 78.267
Preemptive rights of stockholders in corporations organized on or after October 1, 1991
Status: in_force

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

2. The stockholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.

3. A statement included in the articles of incorporation that “the corporation elects to have preemptive rights” or words of similar import have the following effects unless the articles of incorporation otherwise provide: (a) The stockholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. (b) A stockholder may waive a preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. (c) There is no preemptive right with respect to: (1) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (2) Shares issued to satisfy rights of conversion or options created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (3) Shares authorized in articles of incorporation which are issued within 6 months from the effective date of incorporation; or (4) Shares sold otherwise than for money. (d) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class. (e) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights. (f) Shares subject to preemptive rights that are not acquired by stockholders may be issued to any person for 1 year after being offered to stockholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the stockholders' preemptive rights.

4. As used in this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
Nev. Rev. Stat. § 82.528 — NV Code / Title 7 / Chapter 82 / Section 82.528
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. § 88A.220 — NV Code / Title 7 / Chapter 88A / Section 88A.220
Amendment and restatement of certificate of trust
Status: in_force

1. A certificate of trust may be amended by filing with the Secretary of State a certificate of amendment signed by at least one trustee. The certificate of amendment must set forth: (a) The name of the business trust; and (b) The amendment to the certificate of trust.

2. A certificate of trust may be restated by integrating into a single instrument all the provisions of the original certificate, and all amendments to the certificate, which are then in effect or are to be made by the restatement. The restated certificate of trust must be so designated in its heading, must be signed by at least one trustee and must set forth: (a) The present name of the business trust; (b) The provisions of the original certificate of trust, and all amendments to the certificate, which are then in effect; and (c) Any further amendments to the certificate of trust.

3. A certificate of trust may be amended or restated at any time for any purpose determined by the trustees.
Nev. Rev. Stat. § 87.537 — NV Code / Title 7 / Chapter 87 / Section 87.537
Renewal or revival of registration: Procedure; fee; certificate as evidence; status of partnership
Status: in_force

1. Except as otherwise provided in NRS 87.515 , a registered limited-liability partnership which did exist or is existing under the laws of this State may, upon complying with the provisions of NRS 87.530 , procure a renewal or revival of its certificate of registration for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original certificate of registration and amendments thereto, or existing certificate of registration, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the registered limited-liability partnership, which must be the name of the registered limited-liability partnership at the time of the renewal or revival, or its name at the time its original certificate of registration expired. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the certificate of registration 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 registered limited-liability partnership desiring to renew or revive its certificate of registration is, or has been, organized and carrying on the business authorized by its existing or original certificate of registration 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 managing partners, or the equivalent thereof, and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the managing partners of the registered limited-liability partnership.

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

3. A registered limited-liability partnership seeking to revive its original or amended certificate of registration shall cause the certificate to be signed by a person or persons designated or appointed by the managing partners of the registered limited-liability partnership. The signing and filing of the certificate of revival must be approved by the written consent of the managing partners of the registered limited-liability partnership holding at least a majority of the voting power and must contain a recital that this consent was secured. The registered limited-liability partnership shall pay to the Secretary of State the fee required to qualify a limited-liability partnership pursuant to the provisions of NRS 87.440 to 87.540 , inclusive.

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 qualification to do business in this State of the registered limited-liability partnership named therein.

5. Except as otherwise provided in NRS 87.455 , a renewal or revival pursuant to this section relates back to the date on which the registered limited-liability partnership's certificate of registration expired or was revoked and renews or revives the registered limited-liability partnership's certificate of registration and right to transact business as if such right had at all times remained in full force.

6. A registered limited-liability partnership that has revived or renewed its certificate of registration pursuant to the provisions of this section: (a) Is a registered limited-liability partnership and continues to be a registered limited-liability partnership for the time stated in the certificate of revival or renewal; (b) Possesses the rights, privileges and immunities conferred by the original certificate of registration and by this chapter; and (c) Is subject to the restrictions and liabilities set forth in this chapter.
Nev. Rev. Stat. § 81.927 — NV Code / Title 7 / Chapter 81 / Section 81.927
Authority to operate as internal capital account cooperative; accounts
Status: in_force

1. The articles of incorporation or bylaws of a worker cooperative may establish the worker cooperative as an internal capital account cooperative.

2. Each member of an internal capital account cooperative shall have one vote.

3. An internal capital account cooperative shall: (a) Credit the membership fee and additional capital paid by a member to the internal capital account of that member; and (b) Record the apportionment of retained net earnings or losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital account of each member.

4. The capital reserve account in an internal capital account cooperative must reflect any capital, net losses and retained net earning not allocated to individual members.

5. The balances in every internal capital account and collective reserve account, if applicable, must be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the worker cooperative.

6. As used in this section, “ internal capital account cooperative ” means a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account.
Nev. Rev. Stat. § 88A.260 — NV Code / Title 7 / Chapter 88A / Section 88A.260
Perpetual existence of trust; artificial person formed pursuant to other laws who is beneficial owner or trustee; inapplicability of certain laws
Status: in_force

1. Except as otherwise provided in the certificate of trust, the governing instrument or this chapter, a business trust has perpetual existence and may not be terminated or revoked by a beneficial owner or other person except in accordance with the certificate of trust or governing instrument.

2. Except as otherwise provided in the certificate of trust or the governing instrument, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner does not result in the termination or dissolution of a business trust.

3. An artificial person formed or organized pursuant to the laws of a foreign nation or other foreign jurisdiction or the laws of another state shall not be deemed to be doing business in this State solely because it is a beneficial owner or trustee of a business trust.

4. The provisions of NRS 662.245 do not apply to the appointment of a trustee of a business trust formed pursuant to this chapter.

5. A business trust or any series thereof does not terminate because the same person is the sole trustee and sole beneficial owner.
Nev. Rev. Stat. § 78.196 — NV Code / Title 7 / Chapter 78 / Section 78.196
Required and authorized classes or series of stock; shares called for redemption
Status: in_force

1. Each corporation must have: (a) One or more classes or series of shares that together have unlimited voting rights; and (b) One or more classes or series of shares that together are entitled to receive the net assets of the corporation upon dissolution. If the articles of incorporation provide for only one class of stock, that class of stock has unlimited voting rights and is entitled to receive the net assets of the corporation upon dissolution.

2. The articles of incorporation, or a certificate of designation approved pursuant to a resolution of the board of directors and filed pursuant to subsection 1 of NRS 78.1955 , may authorize one or more classes or series of stock that: (a) Have special, conditional or limited voting powers, or no right to vote, except to the extent otherwise provided by this title; (b) Are redeemable or convertible: (1) At the option of the corporation, the stockholders or another person, or upon the occurrence of a designated event; (2) For cash, indebtedness, securities or other property; or (3) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (c) Entitle the stockholders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; (d) Have preference over any other class or series of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation; (e) Have par value; or (f) Have powers, designations, preferences, limitations, restrictions and relative rights dependent upon any fact or event which may be ascertained outside of the articles of incorporation or the certificate of designation if the manner in which the fact or event may operate on such class or series of stock is stated in the articles of incorporation or the certificate of designation. As used in this paragraph, “ 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.

3. Unless otherwise provided in the articles of incorporation, or in a certificate of designation filed pursuant to subsection 1 of NRS 78.1955 , establishing a class or series of stock, shares which are subject to redemption and which have been called for redemption are not deemed to be outstanding shares for purposes of voting or determining the total number of shares entitled to vote on a matter on and after the date on which: (a) Written notice of redemption has been sent to the holders of such shares; and (b) A sum sufficient to redeem the shares has been irrevocably deposited or set aside to pay the redemption price to the holders of the shares upon surrender of any certificates.

4. The description of voting powers, designations, preferences, limitations, restrictions and relative rights of the classes or series of shares contained in this section is not exclusive.
Nev. Rev. Stat. § 81.190 — NV Code / Title 7 / Chapter 81 / Section 81.190
Members: Qualifications, rights, interest and duties
Status: in_force

1. All persons above the age of 18 years, regardless of sex, shall be eligible to membership, if otherwise qualified and elected as the bylaws may provide, but minors cannot be empowered to make contracts for the association.

2. The rights and interest of all members in the association shall be equal, and no member can have or acquire a greater interest therein than any other member.

3. At every election held pursuant to the bylaws, each member shall be entitled to cast one vote and no more.

4. No member shall be responsible individually, or personally liable, for any of the debts or liabilities of the association in excess of his or her proportion of the indebtedness authorized to be incurred by the association in the bylaws, but in case of the failure and insolvency of the association the member may be required to pay any unpaid dues or installments which, pursuant to the bylaws, have become due from such member to the association before such insolvency.
Nev. Rev. Stat. § 78.630 — NV Code / Title 7 / Chapter 78 / Section 78.630
Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing
Status: in_force

1. Whenever any corporation becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or stockholders, any creditors holding at least 10 percent of the outstanding indebtedness, or stockholders owning at least 10 percent of the outstanding stock entitled to vote, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the corporation is located or, if the principal office is not located in this State, to the district court in the county in which the corporation's registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

2. The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.

3. If upon such inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or stockholders, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.
Nev. Rev. Stat. § 81.880 — NV Code / Title 7 / Chapter 81 / Section 81.880
Transition concerning real and personal property
Status: in_force

1. If, before October 1, 2009, an interest in property was, by terms of a transfer, purportedly transferred to an unincorporated nonprofit association, but under the laws of this State, the interest did not vest in the association, or in one or more persons on behalf of the association under subsection 2, on October 1, 2009, the interest vests in the association, unless the parties to the transfer have treated the transfer as ineffective.

2. If, before October 1, 2009, an interest in property was, by terms of a transfer, purportedly transferred to an unincorporated nonprofit association, but the interest was vested in one or more persons to hold the interest for members of the association, on or after October 1, 2009, the persons, or their successors in interest, may transfer the interest to the association in its name, or the association may require that the interest be transferred to it in its name.
Nev. Rev. Stat. § 88.595 — NV Code / Title 7 / Chapter 88 / Section 88.595
Cancellation of registration
Status: in_force

1. A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. The certificate must set forth: (a) The name of the foreign limited partnership; (b) The reason for filing the certificate of cancellation; (c) The effective date and time of the cancellation if other than the time of the filing of the certificate with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and (d) Any other information deemed necessary by the general partners of the partnership. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.

2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.