Nev. Rev. Stat. § 87A.335 — NV Code / Title 7 / Chapter 87A / Section 87A.335
Right of limited partner and former limited partner to information
Status: in_force

1. On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for seeking the information.

2. During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (a) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (b) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (c) The information sought is directly connected to the limited partner's purpose.

3. Within 10 days after receiving a demand pursuant to subsection 2, the limited partnership in a record shall inform the limited partner that made the demand: (a) What information the limited partnership will provide in response to the demand; (b) When and where the limited partnership will provide the information; and (c) If the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining.

4. Subject to subsection 6, a person withdrawn as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office if: (a) The information pertains to the period during which the person was a limited partner; (b) The person seeks the information in good faith; and (c) The person meets the requirements of subsection 2.

5. The limited partnership shall respond to a demand made pursuant to subsection 4 in the same manner as provided in subsection 3.

6. If a limited partner dies, NRS 87A.485 applies.

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

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

9. Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner's decision that the limited partnership knows.

10. A limited partner or person withdrawn as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection 7 or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person withdrawn as a limited partner.

11. The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of a natural person under legal disability who is a limited partner or person withdrawn as a limited partner.
Nev. Rev. Stat. § 88.350 — NV Code / Title 7 / Chapter 88 / Section 88.350
Filing requirements; required and optional provisions of certificate of limited partnership
Status: in_force

1. In order to form a limited partnership, a certificate of limited partnership must be signed and filed in the Office of the Secretary of State. The certificate must set forth: (a) The name of the limited partnership; (b) The information required pursuant to NRS 77.310 ; (c) The name and business address of each organizer executing the certificate; (d) The name and business address of each initial general partner; (e) The latest date upon which the limited partnership is to dissolve; (f) If the limited partnership is to be a restricted limited partnership, a statement to that effect; and (g) Any other matters the organizers determine to include therein.

2. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State if there has been substantial compliance with the requirements of this section.
Nev. Rev. Stat. § 82A.090 — NV Code / Title 7 / Chapter 82A / Section 82A.090
Powers and duties of Secretary of State and Attorney General are cumulative
Status: in_force

The powers and duties of the Secretary of State and the Attorney General pursuant to the provisions of this chapter are in addition to other powers and duties of the Secretary of State and Attorney General with respect to charitable organizations and nonprofit organizations.
Nev. Rev. Stat. § 88.440 — NV Code / Title 7 / Chapter 88 / Section 88.440
Right of limited partner to records and information of partnership
Status: in_force

Each limited partner has the right to:

1. Inspect and copy any of the partnership records required to be maintained by NRS 88.335 ; and

2. Obtain from the general partners from time to time upon reasonable demand: (a) True and full information regarding the state of the business and financial condition of the limited partnership; (b) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; and (c) Other information regarding the affairs of the limited partnership as is just and reasonable.
Nev. Rev. Stat. § 82.016 — NV Code / Title 7 / Chapter 82 / Section 82.016
“Corporation” defined
Status: in_force

Unless the context otherwise requires, “corporation” means a corporation organized or governed by this chapter.
Nev. Rev. Stat. § 90.600 — NV Code / Title 7 / Chapter 90 / Section 90.600
Misleading filings
Status: in_force

It is unlawful for a person to make or cause to be made, in a record filed with the Administrator or in a proceeding under this chapter a statement that the person knows or has reasonable grounds to know is, at the time and in the light of the circumstances under which it is made, false or misleading in a material respect.
Nev. Rev. Stat. § 76.030 — NV Code / Title 7 / Chapter 76 / Section 76.030
“State business license” defined
Status: in_force

“ State business license” means the business license required pursuant to this chapter.
Nev. Rev. Stat. § 87.4322 — NV Code / Title 7 / Chapter 87 / Section 87.4322
Formation of partnership
Status: in_force

1. Except as otherwise provided in subsection 2, the association of two or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership.

2. An association formed under a statute other than NRS 87.4301 to 87.4357 , inclusive, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under NRS 87.4301 to 87.4357 , inclusive.

3. In determining whether a partnership is formed, the following rules apply: (a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (1) Of a debt by installments or otherwise; (2) For services as an independent contractor or of wages or other compensation to an employee; (3) Of rent; (4) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner; (5) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral; or (6) For the sale of the goodwill of a business or other property by installments or otherwise.
Nev. Rev. Stat. § 88.435 — NV Code / Title 7 / Chapter 88 / Section 88.435
Liability of person erroneously believing self to be limited partner
Status: in_force

1. Except as provided in subsection 2, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person: (a) Causes an appropriate certificate of limited partnership or a certificate of amendment to be signed and filed; or (b) Withdraws from future equity participation in the enterprise by signing and filing in the Office of the Secretary of State a certificate declaring withdrawal under this section.

2. A person who makes a contribution of the kind described in subsection 1 is liable as a general partner to any third party who transacts business with the enterprise: (a) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or (b) Before an appropriate certificate is filed to show that the person is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
Nev. Rev. Stat. § 88.318 — NV Code / Title 7 / Chapter 88 / Section 88.318
Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology
Status: in_force

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms “meeting,” “writing,” “written” and other terms to allow a limited partnership or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.
Nev. Rev. Stat. § 92A.083 — NV Code / Title 7 / Chapter 92A / Section 92A.083
“Principal office” defined
Status: in_force

“ Principal office ” has the meaning ascribed to it in NRS 78.010 .
Nev. Rev. Stat. § 92A.175 — NV Code / Title 7 / Chapter 92A / Section 92A.175
Termination of planned merger, conversion or exchange after filing of articles
Status: in_force

After a merger, conversion or exchange is approved, at any time after the articles of merger, conversion or exchange are filed but before an effective date specified in the articles which is later than the date of filing the articles, the planned merger, conversion or exchange may be terminated in accordance with a procedure set forth in the plan of merger, conversion or exchange by filing articles of termination pursuant to the provisions of NRS 92A.240 .
Nev. Rev. Stat. § 87A.545 — NV Code / Title 7 / Chapter 87A / Section 87A.545
Issuance of certificate of registration by Secretary of State
Status: in_force

1. If the Secretary of State finds that an application for registration filed by a foreign limited partnership 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.

2. A certificate of registration does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State.
Nev. Rev. Stat. § 92A.330 — NV Code / Title 7 / Chapter 92A / Section 92A.330
“Stockholder of record” defined
Status: in_force

“Stockholder of record” means the person in whose name shares are registered in the records of a domestic corporation or the beneficial owner of shares to the extent of the rights granted by a nominee's certificate on file with the domestic corporation.
Nev. Rev. Stat. § 81.935 — NV Code / Title 7 / Chapter 81 / Section 81.935
Procedure for expulsion, termination or suspension of member
Status: in_force

1. An expulsion, termination or suspension of a member which deviates from the procedural requirements of this section is void and without effect.

2. An expulsion, termination or suspension of a member must be performed in good faith and in a fair and reasonable manner.

3. A procedure for the expulsion, termination or suspension of a member is fair and reasonable if such a procedure is set forth in the articles of incorporation or bylaws of a worker cooperative and the procedure: (a) Provides 15 days' notice of the expulsion, termination or suspension and such notice includes, without limitation, a reason for the expulsion, termination or suspension; and (b) Gives the member an opportunity to be heard, orally or in writing, before a person or body authorized to make such a decision regarding the expulsion, termination or suspension not less than 5 days before the effective date of the expulsion, termination or suspension.

4. A court may determine that a procedure for the expulsion, termination or suspension of a member was fair and reasonable pursuant to subsection 2.

5. The notice pursuant to subsection 3 must be reasonably calculated to provide actual notice to a member. The notice may be served by first-class or registered mail sent to the last known address of the member as shown in the records of the worker cooperative.

6. A member who is expelled, terminated or suspended is liable for any services or benefits actually rendered, dues, assessments, fees or charges incurred before his or her expulsion, termination or suspension.
Nev. Rev. Stat. § 87.390 — NV Code / Title 7 / Chapter 87 / Section 87.390
Rights where partnership is dissolved for fraud or misrepresentation
Status: in_force

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:

1. To a lien on, or a right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by such a party for the purchase of an interest in the partnership and for any capital or advances contributed by him or her;

2. To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by the party in respect of the partnership liabilities; and

3. To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
Nev. Rev. Stat. § 87.001 — NV Code / Title 7 / Chapter 87 / Section 87.001
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 87.002 and 87.007 have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 78.710 — NV Code / Title 7 / Chapter 78 / Section 78.710
Distribution of money to creditors and stockholders
Status: in_force

After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the extent of their lawful priority, the creditors shall be paid proportionately to the amount of their respective debts, excepting mortgage and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors. The creditors shall be entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the same. The surplus funds, if any, after payment of the creditors and the costs, expenses and allowances, shall be distributed among the stockholders or their legal representatives in proportion to their interests.
Nev. Rev. Stat. § 88.593 — NV Code / Title 7 / Chapter 88 / Section 88.593
Defaulting partnerships: Identification; forfeiture of right to transact business; penalty
Status: in_force

1. Each foreign limited partnership which is required to make a filing and pay the fee prescribed in NRS 88.591 to 88.5945 , inclusive, and which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $75 and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign limited partnership occurs, the defaulting foreign limited partnership by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 86.236 — NV Code / Title 7 / Chapter 86 / Section 86.236
Registered agent of series; service of process, notice or demand upon series
Status: in_force

1. If the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the company shall be deemed to be the registered agent for each series of the limited-liability company.

2. Each series may be served with any legal process, notice or demand required or authorized by law by serving the registered agent of the limited-liability company which authorized the creation of the series.
Nev. Rev. Stat. § 82A.120 — NV Code / Title 7 / Chapter 82A / Section 82A.120
Secretary of State required to make filings available to public and post filings on official Internet website
Status: in_force

The Secretary of State shall make available to the public and post on the official Internet website of the Secretary of State the information and financial report filed by each charitable organization pursuant to NRS 82A.100 and 82A.110 .
Nev. Rev. Stat. § 92A.075 — NV Code / Title 7 / Chapter 92A / Section 92A.075
“Owner” defined
Status: in_force

“ Owner ” means the holder of an interest described in NRS 92A.080 or a noneconomic member of a limited-liability company described in NRS 86.095 .
Nev. Rev. Stat. § 87A.250 — NV Code / Title 7 / Chapter 87A / Section 87A.250
Signing of records
Status: in_force

1. Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner: (a) A certificate of limited partnership must be signed by all general partners listed in the certificate. (b) An amendment designating as general partner a person admitted under paragraph (b) of subsection 3 of NRS 87A.490 following the withdrawal of a limited partnership's last general partner must be signed by that person. (c) An amendment required by subsection 3 of NRS 87A.500 following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person. (d) Any other amendment must be signed by: (1) At least one general partner listed in the certificate; (2) Each other person designated in the amendment as a new general partner; and (3) Each person that the amendment indicates has withdrawn as a general partner, unless: (I) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (II) The person has previously delivered to the Secretary of State for filing a certificate of withdrawal. (e) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph. (f) A certificate of cancellation must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to subsection 3 or 4 of NRS 87A.500 to wind up the dissolved limited partnership's activities. (g) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership. (h) Articles of merger must be signed as provided in chapter 92A of NRS. (i) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate. (j) A statement by a person pursuant to paragraph (d) of subsection 1 of NRS 87A.455 stating that the person has withdrawn as a general partner must be signed by that person. (k) A statement of withdrawal by a person pursuant to NRS 87A.345 must be signed by that person. (l) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership. (m) Any other record delivered on behalf of any person to the Secretary of State for filing must be signed by that person.

2. Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter.
Nev. Rev. Stat. § 81.943 — NV Code / Title 7 / Chapter 81 / Section 81.943
Contents of notice
Status: in_force

Notice of a meeting given pursuant to NRS 81.939 or 81.941 must include, without limitation:

1. The place, date and time of the meeting;

2. A description of the general nature of the matters before the board of directors or members, as applicable;

3. If a director is to be elected, the names of each of the candidates for such a position; and

4. If applicable, information regarding the electronic or video transmission of the meeting.
Nev. Rev. Stat. § 87A.515 — NV Code / Title 7 / Chapter 87A / Section 87A.515
Known claims against dissolved limited partnership
Status: in_force

1. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2.

2. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: (a) Specify the information required to be included in a claim; (b) Provide a mailing address to which the claim is to be sent; (c) State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; (d) State that the claim will be barred if not received by the deadline; and (e) Unless the limited partnership has been throughout its existence a registered limited-liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person withdrawn as a general partner which is based on NRS 87A.365 .

3. A claim against a dissolved limited partnership is barred if the requirements of subsection 2 are met and: (a) The claim is not received by the specified deadline; or (b) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.

4. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
Nev. Rev. Stat. § 91.140 — NV Code / Title 7 / Chapter 91 / Section 91.140
“Precious metal” defined
Status: in_force

“ Precious metal ” means the following in either coin, bullion or other form:

1. Silver;

2. Gold;

3. Platinum;

4. Palladium;

5. Copper; and

6. Such other items as the Administrator may specify by regulation or order.
Nev. Rev. Stat. § 78.097 — NV Code / Title 7 / Chapter 78 / Section 78.097
Resignation of registered agent or termination of registration of commercial registered agent
Status: in_force

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

2. A corporation that fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 78.170 and 78.175 .

3. As used in this section, “commercial registered agent” has the meaning ascribed to it in NRS 77.040 .
Nev. Rev. Stat. § 81.923 — NV Code / Title 7 / Chapter 81 / Section 81.923
Use of internal capital and collective reserve accounts; redemption of corporate shares and written notices of allocation; recall and redemption of membership shares
Status: in_force

The articles of incorporation or bylaws of a worker cooperative may:

1. Establish a system of internal capital accounts to reflect the book value of the worker cooperative and to determine the redemption price of membership shares, corporate shares and written notices of allocation.

2. Permit the periodic redemption of written notices of allocation and corporate shares and may provide for recall and redemption of membership shares upon termination of membership in the worker cooperative unless the redemption would result in the liability of a director of the worker cooperative.

3. Authorize the worker cooperative to pay or credit interest on the balance of the internal capital account of each member.

4. Authorize the assignment of a portion of retained net earnings and net losses to a collective reserve account. Such assigned earnings may be used for any corporate purpose determined by the board of directors of the worker cooperative.
Nev. Rev. Stat. § 88A.345 — NV Code / Title 7 / Chapter 88A / Section 88A.345
Information concerning records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. Upon the request of the Secretary of State, a business trust shall: (a) Provide the Secretary of State with the name and contact information of the custodian of the ledger, duplicate ledger or statement described in subsection 1 of NRS 88A.340 . 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 ledger, duplicate ledger or statement described in subsection 1 of NRS 88A.340 .

2. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a business trust to: (a) Submit to the Secretary of State, within 3 business days, a copy of the ledger, duplicate ledger or statement required to be maintained pursuant to subsection 1 of NRS 88A.340 ; or (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

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

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

5. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78A.060 — NV Code / Title 7 / Chapter 78A / Section 78A.060
Effect of attempt to transfer shares in violation of prohibition
Status: in_force

1. An attempt to transfer shares in a close corporation in violation of a prohibition against such a transfer is ineffective.

2. An attempt to transfer shares in a close corporation in violation of a prohibition against transfer that is not binding on the transferee because: (a) The notice required by NRS 78A.040 was not given; or (b) The prohibition is held unenforceable by a court of competent jurisdiction, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that the transferee purchased them. To exercise the option, the corporation must give the transferee written notice within 30 days after they receive a share certificate for registration in the name of the transferee.
Nev. Rev. Stat. § 77.440 — NV Code / Title 7 / Chapter 77 / Section 77.440
Jurisdiction and venue
Status: in_force

The appointment or maintenance in this State of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this State. The address of the agent does not determine venue in an action or proceeding involving the entity.
Nev. Rev. Stat. § 88A.900 — NV Code / Title 7 / Chapter 88A / Section 88A.900
Fees
Status: in_force

The Secretary of State shall charge and collect the following fees for:

1. Filing an original certificate of trust, or for registering a foreign business trust, $75.

2. Filing an amendment or restatement, or a combination thereof, to a certificate of trust, $175.

3. Filing a certificate of cancellation, $100.

4. Certifying a copy of a certificate of trust or an amendment or restatement, or a combination thereof, $30 per certification.

5. Certifying an authorized printed copy of this chapter, $30.

6. Reserving a name for a business trust, $25.

7. Signing a certificate of existence of a business trust which does not list the previous records relating to it, or a certificate of change in the name of a business trust, $50.

8. Signing a certificate of existence of a business trust which lists the previous records relating to it, $50.

9. Signing, certifying or filing any certificate or record not otherwise provided for in this section, $50.

10. Examining and provisionally approving a record before the record is presented for filing, $125.

11. Copying a record on file with the Secretary of State, for each page, $2.
Nev. Rev. Stat. § 82.442 — NV Code / Title 7 / Chapter 82 / Section 82.442
Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a nonprofit corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of dissolution required by NRS 82.531 , if the nonprofit corporation provides evidence satisfactory to the Secretary of State that the nonprofit corporation did not transact business in this State or as a nonprofit corporation organized pursuant to the laws of this State: (a) During the entire period for which its charter was revoked; or (b) During a portion of the period for which its charter was revoked and the nonprofit corporation paid the fees and penalties for the portion of that period in which the nonprofit corporation transacted business in this State or as a nonprofit corporation 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. § 92A.015 — NV Code / Title 7 / Chapter 92A / Section 92A.015
“Constituent entity” defined
Status: in_force

“ Constituent entity ” means:

1. With respect to a merger, each merging or surviving entity;

2. With respect to an exchange, each entity whose owner's interests will be acquired or each entity acquiring those interests; and

3. With respect to the conversion of an entity or a general partnership, the entity or general partnership that will be converted into another entity.
Nev. Rev. Stat. § 88A.739 — NV Code / Title 7 / Chapter 88A / Section 88A.739
Cancellation of revoked registration without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a foreign business trust 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 88A.900 , if the foreign business trust provides evidence satisfactory to the Secretary of State that the foreign business trust did not transact business in this State: (a) During the entire period for which its right to transact business in this State was revoked; or (b) During a portion of the period for which its right to transact business in this State was revoked and the foreign business trust paid the fees and penalties for the portion of that period in which the foreign business trust transacted business in this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 87A.040 — NV Code / Title 7 / Chapter 87A / Section 87A.040
“Foreign limited partnership” defined
Status: in_force

“ Foreign limited partnership ” means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited-liability limited partnership.
Nev. Rev. Stat. § 78.414 — NV Code / Title 7 / Chapter 78 / Section 78.414
“Beneficial owner” defined
Status: in_force

“ Beneficial owner ,” when used with respect to any shares, means a person that:

1. Individually or with or through any of its affiliates or associates, possesses: (a) Voting power over the shares, including, without limitation, the power to vote, or to direct the voting of, the shares; or (b) Investment power over the shares, including, without limitation, the power to dispose, or to direct the disposition, of the shares, under any agreement, arrangement or understanding, whether or not in writing, but a person is not considered the beneficial owner of any shares under this subsection if the power to vote, or to direct the voting of, the shares arises solely from a revocable proxy or consent given in response to a solicitation made in accordance with the applicable regulations under the Securities Exchange Act and is not then reportable on a Schedule 13D under the Securities Exchange Act or any comparable or successor report;

2. Individually or with or through any of its affiliates or associates, has the right to acquire the shares, whether the right is exercisable immediately or only after the passage of time, under any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of rights to convert or exchange, warrants or options, or otherwise, but a person is not considered the beneficial owner of shares tendered under an offer for a tender or exchange made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange; or

3. Has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting under a revocable proxy or consent as described in subsection 1, or disposing of the shares with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the shares.
Nev. Rev. Stat. § 82.5235 — NV Code / Title 7 / Chapter 82 / Section 82.5235
Defaulting corporations: Identification; forfeiture of right to transact business; penalty
Status: in_force

1. Each foreign nonprofit corporation which is required to make a filing and pay the fee prescribed in NRS 82.523 to 82.524 , inclusive, and which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $50, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign nonprofit corporation occurs, the defaulting foreign nonprofit corporation forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 87.025 — NV Code / Title 7 / Chapter 87 / Section 87.025
Applicability
Status: in_force

The provisions of NRS 87.010 to 87.430 , inclusive, apply to a partnership:

1. Which was formed before July 1, 2006, and which does not voluntarily elect to be governed by the provisions of NRS 87.4301 to 87.4357 , inclusive; or

2. Which is formed on or after July 1, 2006, and which voluntarily elects to be governed by the provisions of NRS 87.010 to 87.430 , inclusive.
Nev. Rev. Stat. § 92A.0075 — NV Code / Title 7 / Chapter 92A / Section 92A.0075
“Articles,” “articles of incorporation” and “certificate of incorporation” defined
Status: in_force

“Articles,” “articles of incorporation” and “certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030 , 78.1955 , 78.209 , 78.380 , 78.385 and 78.390 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240 , inclusive, or 92A.270 . Unless the context otherwise requires, these terms include restated articles and certificates of incorporation.
Nev. Rev. Stat. § 81.120 — NV Code / Title 7 / Chapter 81 / Section 81.120
Marketing contracts: Powers of corporation; title to property
Status: in_force

1. Each corporation shall have the power to enter into all contracts deemed advisable with members or others requiring them to market their products or by-products thereof, to or through the association, by which contract it may: (a) Act as sole agent for the member. (b) Purchase the products or by-products thereof. (c) Pool the products so handled by it. (d) Enjoin a breach or threatened breach of the contract.

2. If members of an association contract to sell to the association, it shall be conclusively held that title to the products or by-products thereof passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any time before if specified in the contract.

3. If members of an association in their contracts appoint the association as sole agent to sell or otherwise handle their products or by-products thereof, it shall be conclusively held that only the association has the right to sell or otherwise dispose of the products or by-products mentioned in the contracts of such members.

4. A contract to sell to an association, or an appointment of an association as sole agent by a member of such association, shall constitute full authority without further title to sell or resell the products or by-products thereof mentioned in the contract and to pay over to its members the proceeds of such sale after deducting all necessary selling expense, overhead and other costs and expenses, including interest on preferred stock, deductions for retiring such stock, if any, reserves, if any, and dividends or common stock or certificates of interest, if any, not to exceed 8 percent per annum.
Nev. Rev. Stat. § 81.885 — NV Code / Title 7 / Chapter 81 / Section 81.885
Uniformity of application and construction
Status: in_force

In applying and construing the provisions of NRS 81.700 to 81.890 , inclusive, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Nev. Rev. Stat. § 92A.180 — NV Code / Title 7 / Chapter 92A / Section 92A.180
Merger of subsidiary into parent or parent into subsidiary
Status: in_force

1. A parent domestic corporation, whether or not for profit, parent domestic limited-liability company, unless otherwise provided in the articles of organization or operating agreement, or parent domestic limited partnership owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation entitled to vote on a merger, 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited-liability company then owned by each class of members entitled to vote on a merger or 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited partnership then owned by both the general partners and each class of limited partners entitled to vote on a merger may merge the subsidiary into itself without approval of the owners of the owner's interests of the parent domestic corporation, parent domestic limited-liability company or parent domestic limited partnership or the owners of the owner's interests of the subsidiary domestic corporation, subsidiary domestic limited-liability company or subsidiary domestic limited partnership.

2. A parent domestic corporation, whether or not for profit, parent domestic limited-liability company, unless otherwise provided in the articles of organization or operating agreement, or parent domestic limited partnership owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation entitled to vote on a merger, 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited-liability company then owned by each class of members entitled to vote on a merger, or 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited partnership then owned by both the general partners and each class of limited partners entitled to vote on a merger may merge with and into the subsidiary without approval of the owners of the owner's interests of the subsidiary domestic corporation, subsidiary domestic limited-liability company or subsidiary domestic limited partnership.

3. The board of directors of a parent corporation, the managers of a parent limited-liability company with managers unless otherwise provided in the operating agreement, all members of a parent limited-liability company without managers unless otherwise provided in the operating agreement, or all general partners of a parent limited partnership shall adopt a plan of merger that sets forth: (a) The names of the parent and subsidiary; and (b) The manner and basis of converting the owner's interests of the disappearing entity into the owner's interests, obligations or other securities of the surviving or any other entity or into cash or other property in whole or in part.

4. The surviving entity shall mail a copy or summary of the plan of merger to each owner of the subsidiary who does not waive the mailing requirement in writing.

5. Articles of merger under this section may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

6. The articles of incorporation of a domestic corporation, the articles of organization of a domestic limited-liability company, the certificate of limited partnership of a domestic limited partnership or the certificate of trust of a domestic business trust may forbid that entity from entering into a merger pursuant to this section.
Nev. Rev. Stat. § 86.371 — NV Code / Title 7 / Chapter 86 / Section 86.371
Liability of member or manager for debts or liabilities of company
Status: in_force

Unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited-liability company formed under the laws of this State is individually liable for the debts or liabilities of the company.
Nev. Rev. Stat. § 81.0026 — NV Code / Title 7 / Chapter 81 / Section 81.0026
Prohibition against formation of entity for certain illegal purposes
Status: in_force

A person shall not form an entity pursuant to this chapter for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
Nev. Rev. Stat. § 87.430 — NV Code / Title 7 / Chapter 87 / Section 87.430
Accrual of actions
Status: in_force

The right to an account of a partner’s interest shall accrue to any partner, or his or her legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
Nev. Rev. Stat. § 86.490 — NV Code / Title 7 / Chapter 86 / Section 86.490
Dissolution before commencement of business; limitations
Status: in_force

1. Before the commencement of business by any limited-liability company where management is vested in one or more managers and where no member's interest in the limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may dissolve the limited-liability company by filing with the Secretary of State a certificate of dissolution to dissolve the limited-liability company.

2. A certificate of dissolution filed with the Secretary of State pursuant to subsection 1 must state that: (a) The management of the limited-liability company is vested in one or more managers; (b) The limited-liability company has not commenced business; and (c) No member's interest in the limited-liability company has been issued.
Nev. Rev. Stat. § 88A.270 — NV Code / Title 7 / Chapter 88A / Section 88A.270
Governing instrument: Optional provisions
Status: in_force

A governing instrument may consist of one or more agreements, instruments or other writings and may include or incorporate bylaws containing provisions relating to the business of the business trust, the conduct of its affairs, and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees. The governing instrument may provide that one or more of the beneficial owners may serve as trustee.
Nev. Rev. Stat. § 87.190 — NV Code / Title 7 / Chapter 87 / Section 87.190
Partnership's books
Status: in_force

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
Nev. Rev. Stat. § 90.435 — NV Code / Title 7 / Chapter 90 / Section 90.435
Mandatory suspension of license for failure to pay child support or comply with certain subpoenas or warrants; reinstatement of license
Status: in_force

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

1. If the Administrator receives a copy of a court order issued pursuant to NRS 425.540 that provides for the suspension of all professional, occupational and recreational licenses, certificates and permits issued to a person who is the holder of a license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent, the Administrator shall deem the license issued to that person to be suspended at the end of the 30th day after the date on which the court order was issued unless the Administrator receives a letter issued to the holder of the license by the district attorney or other public agency pursuant to NRS 425.550 stating that the holder of the license has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560 .

2. The Administrator shall reinstate a license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent that has been suspended by a district court pursuant to NRS 425.540 if the Administrator receives a letter issued by the district attorney or other public agency pursuant to NRS 425.550 to the person whose license was suspended stating that the person whose license was suspended has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560 .