Nev. Rev. Stat. § 87.200 — NV Code / Title 7 / Chapter 87 / Section 87.200
Duty of partners to render information
Status: in_force

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.
Nev. Rev. Stat. § 89.045 — NV Code / Title 7 / Chapter 89 / Section 89.045
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 professional entity shall maintain at its principal place of business in this State or with its custodian of records: (a) A current list of its owners of record; or (b) A statement indicating where such a list is maintained.

2. Upon the request of the Secretary of State, the professional entity 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 professional entity 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 professional entity fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the corporate charter.

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 The Secretary of State shall not reinstate or revive a charter that was revoked or suspended pursuant to subsection 4 unless: (a) The professional entity complies with the requirements of subsection 3; or (b) The law enforcement agency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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78.045 — NV Code / Title 7 / Chapter 78 / Section 78.045
Articles of incorporation: Approval or certification required before filing of certain articles or amendments
Status: in_force

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

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

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

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

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

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

7. The provisions of subsections 3 and 4 do not apply to any corporation, whose securities are publicly traded and regulated by the Securities Exchange Act, which does not engage in the practice of professional engineering, architecture or residential design or interior design, as applicable.

8. The Commissioner of Financial Institutions and the Commissioner of Insurance may approve or disapprove the articles or amendments referred to them pursuant to the provisions of this section.
Nev. Rev. Stat. § 78A.030 — NV Code / Title 7 / Chapter 78A / Section 78A.030
Procedure for existing corporation to become close corporation
Status: in_force

1. Any corporation organized under chapter 78 of NRS may become a close corporation pursuant to this chapter by signing, filing and recording, in accordance with NRS 78.390 , a certificate of amendment of the articles of incorporation which must: (a) Contain a statement that the corporation elects to become a close corporation; and (b) Meet the requirements of paragraph (a) of subsection 2 of NRS 78A.020 .

2. Except as otherwise provided in subsection 3, the amendment must be adopted in accordance with the requirements of NRS 78.380 or 78.390 .

3. If an amendment is adopted in accordance with the requirements of NRS 78.390 , it must be approved by a vote of the holders of record of at least two-thirds of the shares of each class of stock of the corporation that are outstanding and entitled to vote, unless the articles of incorporation or bylaws require approval by a greater proportion.
Nev. Rev. Stat. § 86.341 — NV Code / Title 7 / Chapter 86 / Section 86.341
Distributions: Generally
Status: in_force

A limited-liability company may, from time to time, make distributions as provided in the articles of organization or operating agreement. If the articles of organization or operating agreement do not otherwise provide, the distributions must be allocated proportionately to the value, as shown in the records of the company, of the contributions made by each member and not returned.
Nev. Rev. Stat. § 89.060 — NV Code / Title 7 / Chapter 89 / Section 89.060
Professional relationship preserved
Status: in_force

The provisions of this chapter relating to professional entities do not modify any law applicable to the relationship between a person furnishing professional service and a person receiving such service, including liability arising out of such professional service, but nothing contained in this section renders:

1. A person personally liable in tort for any act in which the person has not personally participated.

2. A director, officer or employee of a professional entity liable in contract for any contract which the director, officer or employee signs on behalf of a professional entity within the limits of his or her actual authority.
Nev. Rev. Stat. § 87.4338 — NV Code / Title 7 / Chapter 87 / Section 87.4338
Continuation of partnership beyond definite term or particular undertaking
Status: in_force

1. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

2. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
Nev. Rev. Stat. § 77.280 — NV Code / Title 7 / Chapter 77 / Section 77.280
Fees
Status: in_force

1. The Secretary of State shall collect the following fees when a filing is made under this chapter: (a) For a statement of change, $60. (b) For a statement of resignation, $100 for the first entity listed on the statement of resignation and $1 for each additional entity listed on the statement of resignation. (c) For a statement appointing an agent for service of process, $60.

2. The Secretary of State shall collect the following fees for copying and certifying a copy of any document filed under this chapter: (a) For copying any document, $2 per page. (b) For certifying a copy of any document, $30.
Nev. Rev. Stat. § 88.395 — NV Code / Title 7 / Chapter 88 / Section 88.395
Annual list: Filing requirements; fees; notice; regulations
Status: in_force

1. A limited partnership shall, at the time of the filing of its certificate of limited partnership with the Secretary of State, or, if the limited partnership has selected an alternative due date pursuant to subsection 12, 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 limited partnership 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 limited partnership; (b) The file number of the limited partnership, if known; (c) The names of all of its general partners; (d) The address, either residence or business, of each general partner; and (e) The signature of a general partner of the limited partnership, or some other person specifically authorized by the limited 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 limited partnership has complied with the provisions of chapter 76 of NRS; (b) The limited partnership acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.

3. Except as otherwise provided in subsection 4, a limited partnership shall, upon filing: (a) The initial list required by subsection 1, pay to the Secretary of State a fee of $150. (b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $150.

4. A registered limited-liability limited partnership shall, upon filing: (a) The initial list required by subsection 1, pay to the Secretary of State a fee of $150. (b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $200.

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

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

7. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due pursuant to the provisions of subsection 3 or 4, as appropriate, and a reminder to file the annual list required pursuant to subsection 1. Failure of any limited partnership to receive a notice does not excuse it from the penalty imposed by NRS 88.400 .

8. If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 or 4 is not paid, the Secretary of State may return the list for correction or payment.

9. An annual list for a limited partnership not in default that is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

10. A filing made pursuant to this section does not satisfy the provisions of NRS 88.355 and may not be substituted for filings submitted pursuant to NRS 88.355 .

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

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

13. The Secretary of State may adopt regulations to administer the provisions of subsection 12.
Nev. Rev. Stat. § 78A.110 — NV Code / Title 7 / Chapter 78A / Section 78A.110
Records signed, acknowledged or verified by person acting in more than one capacity
Status: in_force

Notwithstanding any law to the contrary, a person who holds more than one office in a close corporation may sign, acknowledge or verify in more than one capacity any record required to be signed, acknowledged or verified by the holders of two or more offices.
Nev. Rev. Stat. § 87.4347 — NV Code / Title 7 / Chapter 87 / Section 87.4347
Power of dissociated partner to bind; liability to partnership
Status: in_force

1. For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership is bound by an act of the dissociated partner which would have bound the partnership under NRS 87.4325 before dissociation only if at the time of entering into the transaction the other party: (a) Reasonably believed that the dissociated partner was then a partner; (b) Did not have notice of the partner's dissociation; and (c) Is not deemed to have had knowledge under subsection 5 of NRS 87.4327 or notice under subsection 3 of NRS 87.4349 .

2. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection 1.
Nev. Rev. Stat. § 87.530 — NV Code / Title 7 / Chapter 87 / Section 87.530
Defaulting partnerships: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsection 3 and NRS 87.515 , the Secretary of State shall reinstate the certificate of registration of a registered limited-liability partnership that is revoked pursuant to NRS 87.520 if the registered limited-liability partnership: (a) Files with the Secretary of State: (1) The information required by NRS 87.510 ; (2) The information required pursuant to NRS 77.310 ; and (3) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected managing partners of the registered limited-liability partnership. (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The fee required to be paid pursuant to NRS 87.510 ; (2) Any penalty required to be paid pursuant to NRS 87.520 ; and (3) A reinstatement fee of $300.

2. When the Secretary of State reinstates the registered limited-liability partnership, the Secretary of State shall issue to the registered limited-liability partnership a certificate of reinstatement if the registered limited-liability partnership: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to NRS 87.550 .

3. The Secretary of State shall not reinstate the certificate of registration of a registered limited-liability partnership if the certificate was revoked pursuant to the provisions of this chapter at least 5 years before the date of the proposed reinstatement.

4. Except as otherwise provided in NRS 87.455 , a reinstatement pursuant to this section relates back to the date on which the registered limited-liability partnership's certificate of registration was revoked and reinstates the registered limited-liability's certificate of registration as if such certificate had at all times remained in full force and effect.
Nev. Rev. Stat. § 88A.710 — NV Code / Title 7 / Chapter 88A / Section 88A.710
Filing requirements; required provisions of application for registration; prohibition against registration for certain illegal purposes
Status: in_force

1. Before transacting business in this State, a foreign business trust shall register with the Secretary of State. A person shall not register a foreign business trust 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 business trust shall submit to the Secretary of State an application for registration as a foreign business trust, signed by a trustee. The application for registration must set forth: (a) The name of the foreign business trust and, if different, the name under which it proposes to register and transact business in this State; (b) The state and date of its formation; (c) The information required pursuant to NRS 77.310 ; (d) 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 business trust; and (e) The name and address, either residence or business, of one trustee.
Nev. Rev. Stat. § 86.401 — NV Code / Title 7 / Chapter 86 / Section 86.401
Rights and remedies of creditor of member
Status: in_force

1. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's interest 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 member's interest.

2. This section: (a) Provides the exclusive remedy by which a judgment creditor of a member or an assignee of a member may satisfy a judgment out of the member's interest of the judgment debtor, whether the limited-liability company has one member or more than one member. No other remedy, including, without limitation, foreclosure on the member's interest or a court order for directions, accounts and inquiries that the debtor or member might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited-liability company, and no other remedy may be ordered by a court. (b) Does not deprive any member of the benefit of any exemption applicable to his or her interest. (c) Does not supersede any written agreement between a member and a creditor if the written agreement does not conflict with the limited-liability company's articles of organization or operating agreement.
Nev. Rev. Stat. § 81.917 — NV Code / Title 7 / Chapter 81 / Section 81.917
Legislative findings and declarations
Status: in_force

The Legislature hereby finds and declares that a worker cooperative:

1. Has the purpose of creating and maintaining sustainable jobs and generating wealth.

2. Is essential to: (a) Improving the quality of life of the members of the worker cooperative; (b) Dignifying human work; (c) Allowing democratic self-management of employees; and (d) Promoting community and local development in this State.
Nev. Rev. Stat. § 81.180 — NV Code / Title 7 / Chapter 81 / Section 81.180
Formation of cooperative association: No capital stock; issuance of membership certificates
Status: in_force

1. It shall be lawful for five or more persons to form a cooperative association for the purpose of transacting any lawful business.

2. Such associations shall not have or issue any capital stock but shall issue membership certificates to each member thereof, and such membership certificates cannot be assigned so that the transferee thereof can by such transfer become a member of the association, except by the resolution of the board of directors of the association; but, by the resolution of consent of the board of directors, such certificates may be transferred so that the transferee may become a member in lieu of the last former holder thereof.
Nev. Rev. Stat. § 81.490 — NV Code / Title 7 / Chapter 81 / Section 81.490
Bylaws: Provisions for unequal voting power
Status: in_force

If the bylaws shall provide for unequal voting power, or unequal property rights of the several members, or both, the provisions of NRS 81.410 to 81.540 , inclusive, with reference to a majority, a two-thirds or other vote of the members, shall not apply, and, in lieu thereof, there shall be substituted a majority of the votes of the interests represented by the several members or otherwise as the case may be.
Nev. Rev. Stat. § 80.290 — NV Code / Title 7 / Chapter 80 / Section 80.290
Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of corporation
Status: in_force

1. Except as otherwise provided in NRS 80.113 , a foreign corporation which was qualified to transact business in this State pursuant to this chapter may, upon complying with the provisions of NRS 80.170 , procure a renewal or revival of its right to transact business in this State for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original qualification to transact business in this State and amendments thereto, or existing qualification to transact business in this State, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the foreign corporation, which must be the name of the foreign corporation at the time of the renewal or revival, or its name at the time its original qualification to transact business in this State expired. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the qualification to transact business in this State is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) The time for which the renewal or revival is to continue. (5) That the foreign corporation desiring to renew or revive its right to transact business in this State is, or has been, organized and carrying on the business authorized by its existing or original qualification to transact business in this State and amendments thereto, and desires to renew or continue through revival its qualification to transact business in this State pursuant to and subject to the provisions of this chapter. (b) A list of its president, secretary and treasurer, or the equivalent thereof, and all of its directors and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the foreign corporation or, if the foreign corporation does not have a board of directors, the equivalent of such a board.

2. A foreign corporation whose qualification to transact business in this State has not expired and is being renewed shall cause the certificate to be signed by an officer of the corporation. The certificate must be approved by a majority of the voting power of the shares of the foreign corporation.

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

5. Except as otherwise provided in NRS 80.175 , a renewal or revival pursuant to this section relates back to the date on which the foreign corporation's qualification to transact business in this State expired or was forfeited and renews or revives the foreign corporation's qualification to transact business in this State as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 82A.050 — NV Code / Title 7 / Chapter 82A / Section 82A.050
“Form 990” defined
Status: in_force

“ Form 990 ” means the Return of Organization Exempt from Income Tax (Form 990) of the Internal Revenue Service of the United States Department of the Treasury, or any equivalent or successor form of the Internal Revenue Service.
Nev. Rev. Stat. § 88.475 — NV Code / Title 7 / Chapter 88 / Section 88.475
Liability of partner for contributions to partnership
Status: in_force

1. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

2. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335 , of the stated contribution that has not been made.

3. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
Nev. Rev. Stat. § 87A.030 — NV Code / Title 7 / Chapter 87A / Section 87A.030
“Designated office” defined
Status: in_force

“ Designated office ” means:

1. With respect to a limited partnership, the office that the limited partnership is required to designate and maintain under NRS 87A.215 ; and

2. With respect to a foreign limited partnership, its principal office.
Nev. Rev. Stat. § 88.615 — NV Code / Title 7 / Chapter 88 / Section 88.615
Qualifications of plaintiff
Status: in_force

In a derivative action, the plaintiff must be a partner at the time of bringing the action and:

1. At the time of the transaction of which the plaintiff complains; or

2. The plaintiff’s status as a partner had devolved upon him or her by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
Nev. Rev. Stat. § 86.5468 — NV Code / Title 7 / Chapter 86 / Section 86.5468
Defaulting companies: Reinstatement or revival under old or new name; regulations
Status: reserved

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

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

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

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 88A.640 — NV Code / Title 7 / Chapter 88A / Section 88A.640
Defaulting trusts: Duties of Secretary of State; forfeiture of right to transact business; assets held in trust
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each business trust deemed in default pursuant to the provisions of this chapter. 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 the filing was required, the certificate of trust of the business trust is revoked and its right to transact business is forfeited.

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

4. The Secretary of State shall forthwith notify, by providing written notice to its registered agent, each business trust specified in subsection 3 of the revocation of its certificate of trust. 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. If the certificate of trust is revoked and the right to transact business is forfeited, all the property and assets of the defaulting business trust must be held in trust by its trustees as for insolvent business trusts, and the same proceedings may be had with respect thereto as are applicable to insolvent business trusts. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the certificate of trust, the proceedings must at once be dismissed.
Nev. Rev. Stat. § 87.4319 — NV Code / Title 7 / Chapter 87 / Section 87.4319
Governing law
Status: in_force

Except as otherwise provided in NRS 87.560 , the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
Nev. Rev. Stat. § 80.100 — NV Code / Title 7 / Chapter 80 / Section 80.100
Authority of directors and representatives: Contracts and conveyances
Status: in_force

The provisions of NRS 78.135 apply to contracts and conveyances made by foreign corporations in this State and to all conveyances by foreign corporations of real property situated in this State.
Nev. Rev. Stat. § 87.4348 — NV Code / Title 7 / Chapter 87 / Section 87.4348
Liability of dissociated partner to other persons
Status: in_force

1. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection 2.

2. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, within 2 years after the partner's dissociation, only if the partner is liable for the obligation under NRS 87.433 and at the time of entering into the transaction the other party: (a) Reasonably believed that the dissociated partner was then a partner; (b) Did not have notice of the partner's dissociation; and (c) Is not deemed to have had knowledge under subsection 5 of NRS 87.4327 or notice under subsection 3 of NRS 87.4349 .

3. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

4. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Nev. Rev. Stat. § 87.542 — NV Code / Title 7 / Chapter 87 / Section 87.542
Addresses of managing partners required; failure to file
Status: in_force

1. Each list required to be filed under the provisions of NRS 87.541 to 87.5443 , inclusive, must, after the name of each managing partner listed thereon, set forth the address, either residence or business, of each managing partner.

2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign registered limited-liability partnership for which the list has been offered for filing is subject to all the provisions of NRS 87.541 to 87.5443 , inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
Nev. Rev. Stat. § 81.955 — NV Code / Title 7 / Chapter 81 / Section 81.955
Use of written ballots
Status: in_force

1. Unless otherwise prohibited by the articles of incorporation or bylaws of a worker cooperative, the board of directors of the worker cooperative may authorize the distribution of a written ballot to every member entitled to vote at a meeting.

2. A ballot distributed pursuant to subsection 1 must: (a) Set forth any proposed action to be taken at the meeting; (b) Provide an opportunity for the member to approve or disapprove of any action; and (c) State that unless the ballot is revoked by a member, the ballot will be counted if received by the worker cooperative on or before the time of the meeting.

3. A ballot may be revoked by a member pursuant to subsection 2 by the physical appearance and casting of a vote of the member at the meeting.

4. For the purposes of the subject matter of a written ballot, an unrevoked ballot is equivalent to the physical presence of a member at the meeting for purposes of determining a quorum.

5. If cumulative voting is permitted by the articles of incorporation or bylaws of a worker cooperative and the distribution of ballots is not prohibited pursuant to subsection 1, a ballot may be distributed for the election of a director.
Nev. Rev. Stat. § 77.155 — NV Code / Title 7 / Chapter 77 / Section 77.155
“Nonresident guardian” defined
Status: in_force

“ Nonresident guardian ” means a person who is not a resident of this State and who is appointed as guardian for a protected person pursuant to NRS 159.0613 . As used in this section, “guardian” has the meaning ascribed to it in NRS 159.017 .
Nev. Rev. Stat. § 82.486 — NV Code / Title 7 / Chapter 82 / Section 82.486
Involuntary dissolution: Authority and grounds for application
Status: in_force

1. The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has its principal office 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: (a) For an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by or through a receiver appointed by the court; or (b) For such other equitable relief that is just and proper in the circumstances.

2. A member or members, if any, holding at least one-third of the voting power for the election of directors or a majority of the directors in office, may apply for the relief described in subsection 1 whenever it is established that: (a) The corporation has willfully violated its charter; (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs; (c) Its trustees or directors have been guilty of misfeasance, malfeasance or nonfeasance; (d) The corporation is unable to conduct its activities or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees; (e) The assets of the corporation are in danger of waste, misapplication, sacrifice or loss; (f) The corporation has abandoned its business; (g) The corporation has not proceeded diligently to wind up its affairs or to distribute its assets in a reasonable time; (h) The corporation has become insolvent; (i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature; (j) The corporation is not about to resume its business with safety to the public; (k) The period of corporate existence has expired and has not been lawfully extended; (l) The corporation has solicited property and has failed to use it for the purpose solicited; (m) The corporation has fraudulently used or solicited property; or (n) The corporation has exceeded its powers.

3. The Attorney General may apply for the relief described in subsection 1 whenever the corporation is a corporation for public benefit and whenever it is established that: (a) The corporation has willfully violated its charter; (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs; (c) The corporation has abandoned its business; (d) The corporation has become insolvent; (e) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature; (f) The corporation has solicited property and has failed to use it for the purpose solicited; (g) The corporation has fraudulently used or solicited property; or (h) The period of corporate existence has expired and has not been lawfully extended.

4. Any person or superior organization under which the corporation was formed, if expressly authorized to act by the articles, may apply for the relief described in subsection 1 pursuant to the grounds, if any, set forth in the articles.
Nev. Rev. Stat. § 90.580 — NV Code / Title 7 / Chapter 90 / Section 90.580
Manipulation of market
Status: in_force

1. Without limiting the general applicability of NRS 90.570 , a person shall not: (a) Quote a fictitious price with respect to a security; (b) Effect a transaction in a security which involves no change in the beneficial ownership of the security for the purpose of creating a false or misleading appearance of active trading in a security or with respect to the market for the security; (c) Enter an order for the purchase of a security with the knowledge that an order of substantially the same size and at substantially the same time and price for the sale of the security has been or will be entered by or for the same or affiliated person for the purpose of creating a false or misleading appearance of active trading in a security or with respect to the market for the security; (d) Enter an order for the sale of a security with knowledge that an order of substantially the same size and at substantially the same time and price for the purchase of the security has been or will be entered by or for the same or affiliated person for the purpose of creating a false or misleading appearance of active trading in a security or with respect to the market for the security; (e) Employ any other deceptive or fraudulent device, scheme or artifice to manipulate the market in a security; or (f) Put off, circulate or publish any false or misleading writing, statement or intelligence regarding a security that is publicly traded.

2. Transactions effected in compliance with, or conduct which does not violate, the applicable provisions of the Securities Exchange Act of 1934 1 and the rules and regulations of the Securities and Exchange Commission thereunder are not violations of subsection 1.

1 15 USCA § 78a et seq.
Nev. Rev. Stat. § 86.5424 — NV Code / Title 7 / Chapter 86 / Section 86.5424
Sales of encumbered or deteriorating property
Status: in_force

Where property of an insolvent limited-liability company 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. § 90.6125 — NV Code / Title 7 / Chapter 90 / Section 90.6125
“Older person” defined
Status: in_force

“ Older person ” has the meaning ascribed to it in NRS 200.5092 .
Nev. Rev. Stat. § 86.321 — NV Code / Title 7 / Chapter 86 / Section 86.321
Contributions to capital: Form
Status: in_force

For purposes of this chapter, a contribution to capital of a member to a limited-liability company or series may consist of tangible or intangible property or any other benefit to the limited-liability company or series, including, without limitation, money, real or personal property, services performed, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Nev. Rev. Stat. § 78.107 — NV Code / Title 7 / Chapter 78 / Section 78.107
Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records
Status: in_force

1. An inspection authorized by NRS 78.105 may be denied to a stockholder or other person upon the refusal of the stockholder or other person to furnish to the corporation the affidavit required pursuant to subsection 4 of NRS 78.105 .

2. It is a defense to any action for penalties or damages under NRS 78.105 that the person suing has at any time sold, or offered for sale, any list of stockholders of the corporation, or any other corporation, or has aided or abetted any person in procuring any such stock list for any such sale or offer for sale, or that the person suing desired inspection for a purpose which is in the interest of a business or object other than the business of the corporation.

3. This section does not impair the power or jurisdiction of any court to compel the production for examination of the records required by subsection 1 of NRS 78.105 in any proper case. This subsection does not authorize or establish any right of inspection or examination independent from the right of inspection or examination authorized by NRS 78.105 .
Nev. Rev. Stat. § 87.515 — NV Code / Title 7 / Chapter 87 / Section 87.515
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 partnership shall maintain at its principal place of business in this State or with its custodian of records: (a) A current list of its managing partners; or (b) A statement indicating where such a list is maintained.

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

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

4. If a registered limited-liability partnership fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the 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 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. § 82.286 — NV Code / Title 7 / Chapter 82 / Section 82.286
Election of directors and delegates; classification of directors
Status: in_force

1. If a corporation has members entitled to vote for the election of directors, or for the election of delegates who vote for the election of directors, unless elected pursuant to NRS 82.271 or 82.276 , and subject to subsection 2, the directors or delegates of every corporation must be chosen at the annual meeting of the members or delegates, to be held on a date and at a time and in the manner provided for in the bylaws, by a plurality of the votes cast at the election. If for any reason the directors are not elected pursuant to NRS 82.271 or 82.276 or at the annual meeting of the members or delegates, they may be elected at any special meeting of the members which is called and held for that purpose.

2. The articles or bylaws may provide for the classification of directors as to their respective terms of office, their election by one or more authorized classes or series of members or delegates, their election by members or delegates in geographic areas, districts or precincts, and their election annually by ballot instead of at an annual meeting.
Nev. Rev. Stat. § 88.590 — NV Code / Title 7 / Chapter 88 / Section 88.590
Amendments to application for registration
Status: in_force

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.
Nev. Rev. Stat. § 88.3357 — NV Code / Title 7 / Chapter 88 / Section 88.3357
Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records
Status: in_force

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

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

3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
Nev. Rev. Stat. § 82.471 — NV Code / Title 7 / Chapter 82 / Section 82.471
Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court
Status: in_force

1. Whenever any corporation becomes insolvent or suspends its ordinary business for want of funds 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, creditors holding 10 percent of the outstanding indebtedness, or members, if any, having 10 percent of the voting power to elect directors, may, by petition or bill of complaint 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 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 or bill, 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 the 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 members, 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, funds, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.
Nev. Rev. Stat. § 88.338 — NV Code / Title 7 / Chapter 88 / Section 88.338
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. § 87A.275 — NV Code / Title 7 / Chapter 87A / Section 87A.275
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

1. A limited partnership or foreign limited partnership may correct a record filed in the Office of the Secretary of State with respect to the limited partnership or foreign limited partnership if the record contains false or erroneous information 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 limited partnership or foreign limited partnership must: (a) Prepare a certificate of correction that: (1) States the name of the limited partnership or foreign limited partnership; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the false or erroneous information or the 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 general partner of the limited partnership or foreign limited partnership or by some other person specifically authorized by the limited partnership or foreign limited partnership to sign the certificate. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $175 to the Secretary of State.

3. A certificate of correction must not state a delayed effective date and is effective on the effective date of the record it corrects, except that the certificate is effective when filed: (a) For the purposes of subsections 3 and 4 of NRS 87A.150 ; and (b) As to persons relying on the uncorrected record and adversely affected by the correction.

4. If a limited partnership or foreign limited partnership has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the limited partnership or foreign limited partnership may cancel the filing by: (a) Filing a statement of cancellation with the Secretary of State; and (b) Paying a fee of $50.
Nev. Rev. Stat. § 88.480 — NV Code / Title 7 / Chapter 88 / Section 88.480
Sharing of profits and losses among partners
Status: in_force

The profits and losses of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses must be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335 , of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Nev. Rev. Stat. § 82A.010 — NV Code / Title 7 / Chapter 82A / Section 82A.010
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82A.015 to 82A.070 , inclusive, have the meanings attributed to them in those sections.
Nev. Rev. Stat. § 86.505 — NV Code / Title 7 / Chapter 86 / Section 86.505
Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company or its managers or members
Status: in_force

1. The dissolution of a limited-liability company does not impair any remedy or cause of action available to or against it or its managers or members commenced, within 2 years after the effective date of the articles of dissolution, with respect to any remedy or cause of action as to which the plaintiff learns, or in the exercise of reasonable diligence should have learned of, the underlying facts on or before the date of dissolution, or within 3 years after the date of dissolution with respect to any other remedy or cause of action. Any such remedy or cause of action not commenced within the applicable period is barred. A dissolved company continues as a company for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or nature by or against it and of enabling it gradually to settle and close its business, to collect and discharge its obligations, to dispose of and convey its property, and to distribute its assets, but not for the purpose of continuing the business for which it was established.

2. Nothing in this section shall be so construed as to lengthen any shorter statute of limitations otherwise applicable provided that no provision of this chapter or other specific statute has the effect of applying any statute of limitations that is longer than provided in this section with respect to any such remedy or cause of action. Nothing in this section shall be construed to create any remedy or cause of action available to or against the company or its managers or members.
Nev. Rev. Stat. § 86.557 — NV Code / Title 7 / Chapter 86 / Section 86.557
Form required for filing of records
Status: in_force

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

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

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

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
Nev. Rev. Stat. § 89.050 — NV Code / Title 7 / Chapter 89 / Section 89.050
Scope of business; property and investments; professional services by officers and employees
Status: in_force

1. Except as otherwise provided in subsection 2, a professional entity may be organized only for the purpose of rendering one specific type of professional service and may not engage in any business other than rendering the professional service for which it was organized and services reasonably related thereto, except that a professional entity may own real and personal property appropriate to its business and may invest its money in any form of real property, securities or any other type of investment.

2. A professional entity may be organized to render a professional service relating to: (a) Architecture, interior design, residential design, engineering and landscape architecture, or any combination thereof, and may be composed of persons: (1) Engaged in the practice of architecture as provided in chapter 623 of NRS ; (2) Practicing as a registered interior designer as provided in chapter 623 of NRS ; (3) Engaged in the practice of residential design as provided in chapter 623 of NRS ; (4) Engaged in the practice of landscape architecture as provided in chapter 623A of NRS ; and (5) Engaged in the practice of professional engineering as provided in chapter 625 of NRS . (b) Medicine, homeopathy, osteopathy, naprapathy, chiropractic and psychology, or any combination thereof, and may be composed of persons engaged in the practice of: (1) Medicine as provided in chapter 630 of NRS ; (2) Homeopathic medicine as provided in chapter 630A of NRS ; (3) Osteopathic medicine as provided in chapter 633 of NRS ; (4) Chiropractic as provided in chapter 634 of NRS ; (5) Naprapathy as provided in chapter 634B of NRS ; and (6) Psychology and licensed to provide services pursuant to chapter 641 of NRS . Such a professional entity may market and manage additional professional entities which are organized to render a professional service relating to medicine, homeopathy, osteopathy, naprapathy, chiropractic and psychology. (c) Mental health services, and may be composed of the following persons, in any number and in any combination: (1) Any psychologist who is licensed to practice in this State; (2) Any social worker who holds a master's degree in social work and who is licensed by this State as a clinical social worker; (3) Any registered nurse who is licensed to practice professional nursing in this State and who holds a master's degree in the field of psychiatric nursing; (4) Any marriage and family therapist who is licensed by this State pursuant to chapter 641A of NRS ; and (5) Any clinical professional counselor who is licensed by this State pursuant to chapter 641A of NRS . Such a professional entity may market and manage additional professional entities which are organized to render a professional service relating to mental health services pursuant to this paragraph.

3. A professional entity may render a professional service only through its officers, managers and employees who are licensed or otherwise authorized by law to render the professional service.
Nev. Rev. Stat. § 78A.190 — NV Code / Title 7 / Chapter 78A / Section 78A.190
Involuntary termination of status; intervention by court
Status: in_force

1. The status of a corporation as a close corporation terminates if one or more of the provisions or conditions of this chapter cease to exist or be fulfilled unless: (a) Within 30 days after the occurrence of the event, or within 30 days after the event has been discovered by the corporation, whichever is later, the corporation files with the Secretary of State a signed certificate stating that a specified provision or condition included in the articles of incorporation to qualify the corporation as a close corporation has ceased to be applicable and furnishes a copy of the certificate to each stockholder; and (b) The corporation, concurrently with the filing of a certificate, takes such steps as are necessary to correct the situation that threatens the status as a close corporation, including the refusal to register the transfer of stock which has been wrongfully transferred as provided by NRS 78A.050 or commencing a proceeding under subsection 2.

2. Upon the suit of the close corporation or any stockholder, the court has jurisdiction to: (a) Issue all orders necessary to prevent the corporation from losing its status as a close corporation. (b) Restore the status of the corporation as a close corporation by enjoining or setting aside any act or threatened act on the part of the corporation or a stockholder that would be inconsistent with any of the provisions or conditions required or permitted by this chapter to be stated in the articles of incorporation of a close corporation, unless it is an act approved in accordance with NRS 78A.050 . (c) Enjoin or set aside any transfer or threatened transfer of stock of a close corporation that is contrary to the terms of the articles of incorporation or of any permitted restriction on transfer. (d) Enjoin any public offering or threatened public offering of stock of the close corporation.
Nev. Rev. Stat. § 87.4353 — NV Code / Title 7 / Chapter 87 / Section 87.4353
Right to wind up partnership business
Status: in_force

1. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, any partner's legal representative or any transferee, the district court, for good cause shown, may order judicial supervision of the winding up.

2. The legal representative of the last surviving partner may wind up a partnership's business.

3. A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to NRS 87.4357 , settle disputes by mediation or arbitration, and perform other necessary acts.
Nev. Rev. Stat. § 78.670 — NV Code / Title 7 / Chapter 78 / Section 78.670
Inventory, list of debts and reports by receiver
Status: in_force

The receiver, as soon as convenient, shall lay before the district court a full and complete inventory of all the estate, property and effects of the corporation, its nature and probable value, and an account of all debts due from and to it, as nearly as the same can be ascertained, and make a report to the court of his or her proceedings at least every 3 months thereafter during the continuance of the trust, and whenever the receiver shall be so ordered.
Nev. Rev. Stat. § 92A.410 — NV Code / Title 7 / Chapter 92A / Section 92A.410
Notification of stockholders regarding right of dissent
Status: in_force

1. If a proposed corporate action creating dissenter's rights is submitted for approval pursuant to a vote at a stockholders' meeting, the notice of the meeting must state that stockholders are, are not or may be entitled to assert dissenter's rights under NRS 92A.300 to 92A.500 , inclusive. If the domestic corporation concludes that dissenter's rights are or may be available, a copy of NRS 92A.300 to 92A.500 , inclusive, must accompany the meeting notice sent to those stockholders of record entitled to exercise dissenter's rights.

2. If a corporate action creating dissenter's rights is submitted for approval pursuant to a written consent of the stockholders or taken without a vote of the stockholders, the domestic corporation: (a) May send an advance notice statement with respect to the proposed corporate action; and (b) If the proposed corporate action is taken, the domestic corporation shall notify in writing all stockholders of record entitled to assert dissenter's rights that the action was taken and send them the dissenter's notice described in NRS 92A.430 .
Nev. Rev. Stat. § 90.570 — NV Code / Title 7 / Chapter 90 / Section 90.570
Offer, sale and purchase
Status: in_force

In connection with the offer to sell, sale, offer to purchase or purchase of a security, a person shall not, directly or indirectly:

1. Employ any device, scheme or artifice to defraud;

2. Make an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not misleading in the light of the circumstances under which they are made; or

3. Engage in an act, practice or course of business which operates or would operate as a fraud or deceit upon a person.
Nev. Rev. Stat. § 77.443 — NV Code / Title 7 / Chapter 77 / Section 77.443
Examination of records by Secretary of State
Status: in_force

The Secretary of State may conduct periodic, special or any other examinations of any records required to be maintained pursuant to this chapter or any other provision of NRS pertaining to the duties of a registered agent as the Secretary of State deems necessary or appropriate to determine whether a violation of this chapter or any other provision of NRS pertaining to the duties of a registered agent has been committed.
Nev. Rev. Stat. § 81.003 — NV Code / Title 7 / Chapter 81 / Section 81.003
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. § 77.240 — NV Code / Title 7 / Chapter 77 / Section 77.240
“Registered agent filing” defined
Status: in_force

“ Registered agent filing ” means:

1. The public organic document of a domestic filing entity;

2. A nonresident LLP statement;

3. A foreign qualification document;

4. An appointment of agent; or

5. Any other filing with the Secretary of State under an entity's organic law that must include the information required pursuant to NRS 77.310 .
Nev. Rev. Stat. § 87.4339 — NV Code / Title 7 / Chapter 87 / Section 87.4339
Partner not co-owner of partnership property
Status: in_force

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
Nev. Rev. Stat. § 84.140 — NV Code / Title 7 / Chapter 84 / Section 84.140
Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each corporation sole deemed in default pursuant to the provisions of this chapter. The 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. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the corporation sole is revoked and its right to transact business is forfeited.

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

4. The Secretary of State shall forthwith notify, by providing written notice to its registered agent, each corporation specified in subsection 3 of the forfeiture of its charter. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.
Nev. Rev. Stat. § 82.131 — NV Code / Title 7 / Chapter 82 / Section 82.131
Specific powers
Status: in_force

Subject to such limitations, if any, as may be contained in its articles, and except as otherwise provided in NRS 82A.100 , every corporation may:

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

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

3. Issue certificates evidencing membership and issue identity cards.

4. Make donations for the public welfare or for community funds, hospital, charitable, educational, scientific, civil, religious or similar purposes.

5. Levy dues, assessments and fees.

6. Purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.

7. Carry on a business for profit and apply any profit that results from the business to any activity in which it may lawfully engage.

8. Participate with others in any partnership, joint venture or other association, transaction or arrangement of any kind, whether or not participation involves sharing or delegation of control with or to others.

9. Act as trustee under any trust incidental to the principal objects of the corporation, and receive, hold, administer, exchange and expend funds and property subject to the trust.

10. Pay reasonable compensation to officers, directors and employees, pay pensions, retirement allowances and compensation for past services, and establish incentive or benefit plans, trusts and provisions for the benefit of its officers, directors, employees, agents and their families, dependents and beneficiaries, and indemnify and buy insurance for a fiduciary of such a benefit or incentive plan, trust or provision.

11. Have one or more offices, and hold, purchase, mortgage and convey real and personal property in this State, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and any foreign countries.

12. Do everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not the business is similar in nature to the objects set forth in the articles of incorporation of the corporation, except that: (a) A corporation does not, by any implication or construction, possess the power of issuing bills, notes or other evidences of debt for circulation of money; and (b) This chapter does not authorize the formation of banking corporations to issue or circulate money or currency within this State, or outside of this State, or at all, except the federal currency, or the notes of banks authorized under the laws of the United States.
Nev. Rev. Stat. § 78.365 — NV Code / Title 7 / Chapter 78 / Section 78.365
Voting trusts
Status: in_force

1. A stockholder, by agreement in writing, may transfer his or her stock to a voting trustee or trustees for the purpose of conferring the right to vote the stock for a period not exceeding 15 years upon the terms and conditions therein stated. Any certificates of stock so transferred must be surrendered and cancelled and new certificates for the stock issued to the trustee or trustees in which it must appear that they are issued pursuant to the agreement, and in the entry of ownership in the proper books of the corporation that fact must also be noted, and thereupon the trustee or trustees may vote the stock so transferred during the terms of the agreement. A duplicate of every such agreement must be filed in the registered office of the corporation and at all times during its terms be open to inspection by any stockholder or his or her attorney.

2. At any time within the 2 years next preceding the expiration of an agreement entered into pursuant to the provisions of subsection 1, or the expiration of an extension of that agreement, any beneficiary of the trust may, by written agreement with the trustee or trustees, extend the duration of the trust for a time not to exceed 15 years after the scheduled expiration date of the original agreement or the latest extension. An extension is not effective unless the trustee, before the expiration date of the original agreement or the latest extension, files a duplicate of the agreement providing for the extension in the registered office of the corporation. An agreement providing for an extension does not affect the rights or obligations of any person not a party to that agreement. An agreement entered into pursuant to the provisions of subsection 1 is not invalidated by the fact that, by its terms, its duration is more than 15 years, but its duration shall be deemed amended to conform with the provisions of this section.

3. An agreement between two or more stockholders, if in writing and signed by each stockholder to be bound thereby, may provide that in exercising any voting rights, the stock held by each such stockholder must be voted: (a) Pursuant to the provisions of the agreement; (b) As they may subsequently agree; or (c) In accordance with a procedure agreed upon.

4. An agreement pursuant to the provisions of subsection 3 is valid and enforceable against the transferee of a stockholder party to the agreement only: (a) If and to the extent that the transferee agrees in writing to be bound by the agreement; or (b) If the agreement expressly provides that it is enforceable against the transferee of a stockholder party to the agreement and: (1) The transferee had actual knowledge of the existence of the agreement before the transfer; or (2) The existence of the agreement is noted conspicuously on the front or back of the stock certificate or is contained in the written statement of information required by subsection 5 of NRS 78.235 .

5. An agreement pursuant to the provisions of subsection 3, or an amendment thereto or an extension thereof, in each case entered into before October 1, 2021, is not: (a) Effective for a term of more than 15 years, but at any time within the 2 years next preceding the expiration of the agreement the parties thereto may extend its duration for such period as is stated in the extension; and (b) Invalidated by the fact that by its terms its duration is more than 15 years, but its duration shall be deemed amended to conform with the provisions of this section.
Nev. Rev. Stat. § 86.391 — NV Code / Title 7 / Chapter 86 / Section 86.391
Liability of member to company
Status: in_force

1. A member is liable to a limited-liability company: (a) For a difference between the member’s contributions to capital as actually made and as stated in the articles of organization or operating agreement as having been made; and (b) For any unpaid contribution to capital which the member agreed in the articles of organization or operating agreement to make in the future at the time and on the conditions stated in the articles of organization or operating agreement.

2. A member holds as trustee for the company specific property stated in the articles of organization or operating agreement as contributed by the member, but which was not so contributed.

3. The liabilities of a member as set out in this section can be waived or compromised only by the consent of all of the members, but a waiver or compromise does not affect the right of a creditor of the company to enforce the liabilities if the creditor extended credit or the creditor’s claim arose before the effective date of an amendment of the articles of organization or operating agreement effecting the waiver or compromise.
Nev. Rev. Stat. § 90.840 — NV Code / Title 7 / Chapter 90 / Section 90.840
Contract provisions
Status: in_force

1. No person subject to this chapter who makes or engages in the performance of a contract in violation of this chapter or a regulation or order of the Administrator under this chapter, or who acquires a right under a contract with knowledge of the facts by which its making or performance is in violation, may obtain relief on the contract.

2. A provision in a contract entered into or effective in this State, binding a person acquiring a security to waive compliance with this chapter or a regulation or order of the Administrator under this chapter is nonenforceable.

3. A provision in a contract containing an agreement to arbitrate or a provision for choice of law in a contract between persons all of whom are engaged in the securities business is not a provision waiving compliance with this chapter and is enforceable in accordance with its terms.
Nev. Rev. Stat. § 91.040 — NV Code / Title 7 / Chapter 91 / Section 91.040
“Board of trade” defined
Status: in_force

“Board of trade” means any person or group of persons engaged in buying or selling any commodity or receiving any commodity for sale on consignment, whether or not the person or group of persons is characterized as a board of trade, exchange or other form of market place.
Nev. Rev. Stat. § 87A.635 — NV Code / Title 7 / Chapter 87A / Section 87A.635
Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations
Status: reserved

1. The name proposed for a registered limited-liability limited partnership must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP” as the last words or letters of the name and must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If the name of the registered limited-liability limited partnership on a certificate of registration of limited-liability limited partnership submitted to the Secretary of State is not distinguishable from any name on file or reserved name, the Secretary of State shall return the certificate to the person who signed it, unless the written, acknowledged consent to the same name of the holder of the name on file or reserved name to use the name accompanies the certificate.

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

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

4. The name of a registered limited-liability limited partnership whose right to transact business has been forfeited, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

5. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 86.5461 — NV Code / Title 7 / Chapter 86 / Section 86.5461
Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations
Status: in_force

1. Each foreign limited-liability company doing business in this State shall, at the time of the filing of its application for registration as a foreign limited-liability company with the Secretary of State, or, if the foreign limited-liability company has selected an alternative due date pursuant to subsection 11, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list on a form furnished by the Secretary of State that contains: (a) The name of the foreign limited-liability company; (b) The file number of the foreign limited-liability company, if known; (c) The names and titles of all its managers or, if there is no manager, all its managing members; (d) The address, either residence or business, of each manager or managing member listed pursuant to paragraph (c); and (e) The signature of a manager or managing member of the foreign limited-liability company, or some other person specifically authorized by the foreign limited-liability company to sign the list, certifying that the list is true, complete and accurate.

2. Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that: (a) The foreign limited-liability company has complied with the provisions of chapter 76 of NRS; (b) The foreign limited-liability company acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State; and (c) None of the managers or managing members 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 manager or managing member in furtherance of any unlawful conduct.

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

4. If a foreign limited-liability company files an amended list of managers and managing members with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign limited-liability company or the resigning manager or managing member is not required to pay a fee for filing the amended list.

5. Except as otherwise provided in subsection 4, if a manager or managing member of a foreign limited-liability company resigns and the resignation is not reflected on the annual or amended list of managers and managing members, the foreign limited-liability company or the resigning manager or managing member shall pay to the Secretary of State a fee of $75 to file the resignation.

6. The Secretary of State shall, 90 days before the last day for filing each annual list required by this section, provide to each foreign limited-liability company which is required to comply with the provisions of NRS 86.5461 to 86.5468 , inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1. Failure of any foreign limited-liability company to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 86.5461 to 86.5468 , inclusive.

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

8. An annual list for a foreign limited-liability company not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of this section for the year to which the due date is applicable.

9. A person who files with the Secretary of State a list required by this section which identifies a manager or managing member with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing members in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084 .

10. For the purposes of this section, a member is not deemed to exercise actual control of the daily operations of a foreign limited-liability company based solely on the fact that the member has voting control of the foreign limited-liability company.

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

12. The Secretary of State may adopt regulations to administer the provisions of subsection 11.
Nev. Rev. Stat. § 86.411 — NV Code / Title 7 / Chapter 86 / Section 86.411
Indemnification of manager, member, employee or agent: Proceeding other than by company
Status: in_force

A limited-liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited-liability company, and that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.
Nev. Rev. Stat. § 86.549 — NV Code / Title 7 / Chapter 86 / Section 86.549
Action by Attorney General to restrain transaction of business
Status: in_force

The Attorney General may bring an action to restrain a foreign limited-liability company from transacting business in this State in violation of NRS 86.543 to 86.549 , inclusive.
Nev. Rev. Stat. § 78.725 — NV Code / Title 7 / Chapter 78 / Section 78.725
Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter
Status: in_force

1. Any corporation organized and existing under the laws of this State on April 1, 1925, may reincorporate under this chapter, either under the same or a different name, by: (a) Filing with the Secretary of State a certificate signed by its president and attested by its secretary and duly authorized by a meeting of the stockholders called for that purpose, setting forth the statements required in the original articles of incorporation by NRS 78.035 ; and (b) Surrendering the existing charter or articles of incorporation of the corporation, and accepting the provisions of this chapter.

2. Upon the filing of the certificate, the corporation shall be deemed to be incorporated under this chapter and is entitled to and possesses all the privileges, franchises and powers as if originally incorporated under this chapter. All the properties, rights and privileges theretofore belonging to the corporation, which were acquired by gift, grant, conveyance, assignment or otherwise, are hereby ratified, approved and confirmed and assured to the corporation with like effect and to all intents and purposes as if the same had been originally acquired through incorporation under this chapter.

3. Any corporation reincorporating under this chapter is subject to all the contracts, duties and obligations theretofore resting upon the corporation whose charter or articles of incorporation are thus surrendered or to which the corporation is then in any way liable.
Nev. Rev. Stat. § 80.190 — NV Code / Title 7 / Chapter 80 / Section 80.190
Publication of annual statement: Requirements; penalty
Status: in_force

1. Except as otherwise provided in subsection 2, each foreign corporation doing business in this State shall, not later than the month of March in each year, publish a statement in two numbers or issues of a newspaper published in this State that has a total weekly circulation of at least 1,000. The statement must include: (a) The name of the corporation. (b) The name and title of the corporate officer submitting the statement. (c) The mailing or street address of the corporation's principal office. (d) The mailing or street address of the corporation's office in this State, if one exists.

2. If the corporation keeps its records on the basis of a fiscal year other than the calendar, the statement required by subsection 1 must be published not later than the end of the third month following the close of each fiscal year.

3. A corporation which neglects or refuses to publish a statement as required by this section is liable to a penalty of $100 for each month that the statement remains unpublished.

4. Any district attorney in the State or the Attorney General may sue to recover the penalty. The first county suing through its district attorney shall recover the penalty, and if no suit is brought for the penalty by any district attorney, the State may recover through the Attorney General.
Nev. Rev. Stat. § 92A.008 — NV Code / Title 7 / Chapter 92A / Section 92A.008
“Business trust” defined
Status: in_force

“Business trust” means:

1. A domestic business trust; or

2. An unincorporated association formed pursuant to, existing under or governed by the law of a jurisdiction other than this State and generally described by NRS 88A.030 .
Nev. Rev. Stat. § 88A.150 — NV Code / Title 7 / Chapter 88A / Section 88A.150
Applicability of chapter to foreign and interstate commerce
Status: in_force

The provisions of this chapter apply to commerce with foreign nations and among the several states. It is the intention of the Legislature by enactment of this chapter that the legal existence of business trusts formed pursuant to this chapter be recognized beyond the limits of this State and that, subject to any reasonable requirement of registration, any such business trust transacting business outside this State be granted protection of full faith and credit pursuant to Section 1 of Article IV of the Constitution of the United States .
Nev. Rev. Stat. § 87A.095 — NV Code / Title 7 / Chapter 87A / Section 87A.095
“Registered agent” defined
Status: in_force

“Registered agent” has the meaning ascribed to it in NRS 77.230 .
Nev. Rev. Stat. § 91.280 — NV Code / Title 7 / Chapter 91 / Section 91.280
Orders: Judicial review
Status: in_force

1. Any person aggrieved by a final order of the Administrator may obtain judicial review of the order in the District Court for the First Judicial District by filing with the court, within 60 days after the entry of the order, a written petition praying that the order be modified or set aside in whole or in part. A copy of the petition for review must be served upon the Administrator.

2. Upon the filing of a petition for review, unless the court orders the taking of additional evidence pursuant to subsection 5 or 6, the court has exclusive jurisdiction of the matter, and the Administrator may not modify or set aside the order, in whole or in part.

3. The filing of a petition for review under subsection 1 does not, unless specifically ordered by the court, operate as a stay of the Administrator's order, and the Administrator may enforce or ask the court to enforce the order pending the outcome of the proceedings.

4. Upon receipt of the petition for review, the Administrator shall certify and file in the court a copy of the order and the transcript or record of the evidence upon which it was based. If the order became final by operation of law under subsection 4 of NRS 91.270 , the Administrator shall certify and file in court the summary order, evidence of its source and an affidavit certifying that no hearing has been held and that the order became final pursuant to that subsection.

5. If either the aggrieved party or the Administrator applies to the court for leave to submit additional evidence, and shows to the satisfaction of the court that there were reasonable grounds for failure to submit the evidence in the hearing before the Administrator or other good cause, the court may order the additional evidence to be taken by the Administrator under such conditions as the court considers proper.

6. If new evidence is ordered taken by the court, the Administrator may modify the findings and order by reason of the additional evidence and shall file in the court the additional evidence together with any modified or new findings or order.

7. The court shall review the petition based upon the original record before the Administrator as amended under subsections 5 and 6. The findings of the Administrator as to the facts, if supported by competent, material and substantive evidence, are conclusive. Based upon this review, the court may affirm, modify, enforce or set aside the order, in whole or in part.

8. The judgment of the court is subject to review by the appellate court of competent jurisdiction pursuant to the rules fixed by the Supreme Court pursuant to Section 4 of Article 6 of the Nevada Constitution .
Nev. Rev. Stat. § 86.5475 — NV Code / Title 7 / Chapter 86 / Section 86.5475
Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of company
Status: in_force

1. Except as otherwise provided in NRS 86.54615 , a foreign limited-liability company which was registered to transact business in this State may, upon complying with the provisions of NRS 86.5467 , procure a renewal or revival of its 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 registration and amendments thereto, or existing registration, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the foreign limited-liability company, which must be the name of the foreign limited-liability company at the time of the renewal or revival, or its name at the time its registration to transact business in this State was forfeited. (2) The information required pursuant to NRS 77.310 . (3) The date when the renewal or revival of the 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 foreign limited-liability company desiring to renew or revive its registration is, or has been, organized and carrying on the business authorized by its registration, and desires to renew or continue through revival its right to transact business in this State pursuant to and subject to the provisions of this chapter. (b) A list of its managers or, if there are no managers, all its managing members 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 selected manager or managers of the foreign limited-liability company or, if there are no managers, its managing members.

2. A foreign limited-liability company whose registration has not expired and is being renewed shall cause the certificate to be signed by its manager or, if there is no manager, by a person designated by its members. The certificate must be approved by a majority in interest.

3. A foreign limited-liability company seeking to revive its registration to transact business in this State shall cause the certificate to be signed by a person or persons designated or appointed by the members. The signing and filing of the certificate must be approved by the written consent of a majority in interest and must contain a recital that this consent was secured. The foreign limited-liability company shall pay to the Secretary of State the fee required to register a foreign limited-liability company pursuant to the provisions of NRS 86.543 to 86.549 , 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 existence of the foreign limited-liability company therein named.

5. Except as otherwise provided in NRS 86.5468 , a renewal or revival pursuant to this section relates back to the date on which the foreign limited-liability company's registration expired or was revoked and renews or revives the foreign limited-liability company's registration and right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 78.780 — NV Code / Title 7 / Chapter 78 / Section 78.780
Filing fee: Certificate of dissolution
Status: in_force

The fee for filing a certificate of dissolution whether it occurs before or after payment of capital and beginning of business is $100.
Nev. Rev. Stat. § 90.470 — NV Code / Title 7 / Chapter 90 / Section 90.470
Registration by filing
Status: in_force

1. Securities for which a registration statement has been filed under the Securities Act of 1933 1 in connection with the offering of the securities may be registered by filing, whether or not they are also eligible for registration under NRS 90.480 or 90.490 , if: (a) The issuer is organized under the laws of the United States or a state or, if the issuer is not organized under the laws of the United States or a state, it has appointed a duly authorized agent in the United States for service of process; (b) The issuer has actively engaged in business operations in the United States for a period of at least 36 consecutive calendar months immediately before the filing of the federal registration statement; (c) The issuer has registered a class of equity securities under section 12(b) or 12(g) of the Securities Exchange Act of 1934, 2 and the class of securities is held of record by 500 or more persons; (d) The issuer has: (1) Either a total net worth of $4,000,000 or a total net worth of $2,000,000 and net pretax income from operations before allowances for extraordinary items, for at least 2 of the 3 preceding fiscal years; (2) Not less than 400,000 units of the class of security registered under section 12 of the Securities Exchange Act of 1934 held by the public, excluding securities held by officers and directors of the issuer, underwriters and persons beneficially owning 10 percent or more of that class of security; and (3) No outstanding warrants and options held by the underwriters and executive officers and directors of the issuer in an amount exceeding 10 percent of the total number of shares to be outstanding after completion of the offering of the securities being registered; (e) The issuer has been subject to the requirements of section 12 of the Securities Exchange Act of 1934 and has filed all the material required to be filed under sections 13 and 14 of that act 3 for at least 36 consecutive calendar months immediately before the filing of the statement and the issuer has filed in a timely manner all reports required to be filed during the 12 calendar months next preceding the filing of the federal registration statement; (f) For at least 30 days during the 3 months next preceding the offering of the securities registered there have been at least four market makers for the class of equity securities registered under section 12 of the Securities Exchange Act of 1934; (g) Each of the underwriters participating in the offering of the security and each broker-dealer who will offer the security in this State is a member of or is subject to the regulations of fair practice of a national association of securities dealers with respect to the offering and the underwriters have contracted to purchase the securities offered in a principal capacity; (h) The aggregate commissions or discounts to be received by the underwriters will not exceed 10 percent of the aggregate price at which the securities being registered are offered to the public; (i) Neither the issuer nor any of its subsidiaries, since the end of the fiscal year next preceding the filing of the registration statement, have: (1) Failed to pay a dividend or sinking fund installment on preferred stock; (2) Defaulted on indebtedness for borrowed money; or (3) Defaulted on the rental on one or more long-term leases, and the defaults in the aggregate are material to the financial position of the issuer and its subsidiaries, taken as a whole; and (j) In the case of an equity security, the price at which the security will be offered to the public is not less than $5 per share.

2. A registration statement under this section must contain the following information and be accompanied by the following records in addition to the information specified in subsection 4 of NRS 90.500 and the consent to service of process required by NRS 90.770 : (a) A statement demonstrating eligibility for registration by filing; (b) The name, address and form of organization of the issuer; (c) With respect to a person on whose behalf a part of the offering is to be made in a nonissuer distribution: (1) Name and address; (2) The amount of securities of the issuer held by the person as of the date of the filing of the registration statement; and (3) A statement of the reasons for making the offering; (d) A description of the security being registered; and (e) A copy of the latest prospectus filed with the registration statement under and satisfying the requirements of section 10 of the Securities Act of 1933. 4

3. If the information and records required to be filed by subsection 2 have been on file with the Administrator for at least 5 business days, or any shorter period the Administrator allows by regulation or order, and the applicable registration fee has been paid before the effectiveness of the federal registration statement, a registration statement under this section automatically becomes effective concurrently with the effectiveness of the federal registration statement. If the federal statement becomes effective before the conditions in this section are satisfied and they are not waived, the registration statement becomes effective when the conditions are satisfied. The registrant shall promptly notify the Administrator by telephone or telegram of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall file promptly a posteffective amendment containing the information and records in the price amendment. The Administrator shall promptly acknowledge receipt of notification and effectiveness of the registration statement as of the date and time the registration statement became effective with the Securities and Exchange Commission.

1 15 USCA § 77a et seq.

2 15 USCA § 78l.

3 15 USCA §§ 78l to 78n.

4 15 USCA § 77j.
Nev. Rev. Stat. § 88.405 — NV Code / Title 7 / Chapter 88 / Section 88.405
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. § 91.180 — NV Code / Title 7 / Chapter 91 / Section 91.180
Effect on chapter 90 of NRS
Status: in_force

Nothing in this chapter impairs, derogates or otherwise affects the authority or powers of the Administrator under chapter 90 of NRS or the application of any provision thereof to any person or transaction subject thereto.
Nev. Rev. Stat. § 90.700 — NV Code / Title 7 / Chapter 90 / Section 90.700
Liability: General provisions
Status: in_force

1. Except as provided in NRS 90.680 , a tender required under this chapter may be made before entry of judgment.

2. The rights and remedies provided by this chapter are in addition to any other rights or remedies that may exist at law or in equity but this chapter does not create any claim for relief not specified in NRS 90.620 to 90.690 , inclusive.

3. A claim for relief under this chapter survives the death of a person who might have obtained relief as a plaintiff or defendant.
Nev. Rev. Stat. § 88A.030 — NV Code / Title 7 / Chapter 88A / Section 88A.030
“Business trust” defined
Status: in_force

“ Business trust ” means an unincorporated association which:

1. Is created by a governing instrument under which property is held, administered, managed, controlled, invested, reinvested or operated, or any combination of these, or business or professional activities for profit are carried on, by a trustee or trustees for the benefit of the persons entitled to a beneficial interest in the trust property or as otherwise provided in the governing instrument; and

2. Files a certificate of trust pursuant to NRS 88A.210 .

The term includes, without limitation, a trust of the type known at common law as a business trust or Massachusetts trust, a trust qualifying as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, or a trust qualifying as a real estate mortgage investment conduit pursuant to 26 U.S.C. § 860D , as amended, or any successor provision.
Nev. Rev. Stat. § 80.140 — NV Code / Title 7 / Chapter 80 / Section 80.140
Addresses of officers and directors required; failure to file
Status: in_force

1. Each list required to be filed under the provisions of NRS 80.110 to 80.175 , inclusive, must, after the name of each officer and director listed thereon, set forth the address, either residence or business, of each officer and director.

2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the corporation for which the list has been offered for filing is subject to all the provisions of NRS 80.110 to 80.170 , inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
Nev. Rev. Stat. § 91.330 — NV Code / Title 7 / Chapter 91 / Section 91.330
Remedies for violation of similar law of another jurisdiction
Status: in_force

1. Upon a proper showing by the Administrator or a securities or commodity agency of another state that a person has violated, or is about to violate, any provision of the commodity code of that state or any rule or order of the Administrator or securities or commodity agency of that state, a district court in this State may grant appropriate legal and equitable remedies.

2. Upon a showing of a violation of the securities or commodity act of the foreign state or a rule or order of the Administrator or securities or commodity agency of the foreign state, the court, in addition to traditional legal or equitable remedies, including a temporary restraining order, a permanent or temporary prohibitory or mandatory injunction and a writ of prohibition or mandamus, may grant the following special remedies: (a) Disgorgement; and (b) The appointment of a receiver, conservator or ancillary receiver or conservator for the defendant or the defendant's assets located in this State.

3. Upon a showing that the defendant is about to violate the securities or commodity act of the foreign state or a rule or order of the Administrator or securities or commodity agency of the foreign state, the court may grant the following remedies: (a) A temporary restraining order; (b) A temporary or permanent injunction; (c) A writ of prohibition or mandamus; and (d) An order appointing a receiver, conservator or ancillary receiver or conservator for the defendant or the defendant's assets located in this State.
Nev. Rev. Stat. § 80.015 — NV Code / Title 7 / Chapter 80 / Section 80.015
Activities not constituting doing business
Status: in_force

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

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

3. A person who is not doing business in this State within the meaning of this section need not qualify or comply with any provision of this chapter, chapter 645A or 645B of NRS or title 55 of NRS unless the person: (a) Maintains an office in this State for the transaction of business; (b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS ; (c) Solicits business for the activities of a mortgage company as defined in NRS 645B.0127 ; or (d) Arranges a mortgage loan secured by real property which is not commercial property as defined in NRS 645B.01047 .

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

5. As used in this section and for the purposes of NRS 80.016 , “ deposits ” means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS .
Nev. Rev. Stat. § 90.740 — NV Code / Title 7 / Chapter 90 / Section 90.740
Cooperation with other agencies
Status: in_force

1. To encourage uniform interpretation and administration of this chapter and effective securities regulation and enforcement, the Administrator and the employees of the Division may cooperate with the securities agencies or administrator of one or more states, Canadian provinces or territories, or another country, the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Securities Investor Protection Corporation, any self-regulatory organization, any national or international organization of securities officers or agencies and any governmental law enforcement or regulatory agency.

2. The cooperation authorized by subsection 1 includes: (a) Establishing a central depository for licensing or registration under this chapter and for records required or allowed to be maintained under this chapter; (b) Making a joint examination or investigation for licensing or registration; (c) Holding a joint administrative hearing; (d) Filing and prosecuting a joint civil or administrative proceeding; (e) Sharing and exchanging personnel; (f) Sharing and exchanging information and records subject to the restrictions of NRS 90.730 ; and (g) Formulating, in accordance with chapter 233B of NRS , regulations or proposed regulations on matters, statements of policy, guidelines and interpretative opinions and releases.
Nev. Rev. Stat. § 86.293 — NV Code / Title 7 / Chapter 86 / Section 86.293
Noneconomic members
Status: in_force

The articles of organization or operating agreement of a limited-liability company may provide for one or more noneconomic members or classes of noneconomic members.
Nev. Rev. Stat. § 86.137 — NV Code / Title 7 / Chapter 86 / Section 86.137
Secretary of State authorized to adopt certain regulations to allow limited-liability company 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-liability company 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. § 90.360 — NV Code / Title 7 / Chapter 90 / Section 90.360
Licensing fees
Status: in_force

1. An applicant for licensing shall pay a nonrefundable licensing fee, due annually in the following amounts: (a) Broker-dealer, $300. (b) Sales representative, $125. (c) Investment adviser, $300. (d) Representative of an investment adviser, $110.

2. The Administrator by regulation shall require licensing of branch offices. A broker-dealer who desires to obtain a branch office license must, in addition to complying with any other requirements established by the Administrator for such a license, submit an application for the license and pay a fee of $100. If any change occurs in the information set forth in an application made pursuant to this subsection, the applicant shall, within 30 days after the change, file an amendment to the application and pay a fee of $50. A license obtained pursuant to this subsection expires on December 31 of each year. The license must be renewed annually on or before December 31 by paying a fee of $100.

3. For the purpose of this section, a “ branch office ” means any place of business in this State other than the principal office in the state of the broker-dealer, from which one or more sales representatives transact business.
Nev. Rev. Stat. § 78.675 — NV Code / Title 7 / Chapter 78 / Section 78.675
Creditors' proofs of claims; when participation barred; notice
Status: in_force

All creditors shall present and make proof to the receiver of their respective claims against the corporation within 6 months from the date of appointment of the receiver or trustee for the corporation, or sooner if the court shall order and direct, and all creditors and claimants failing to do so within the time limited by this section, or the time prescribed by the order of the court, shall by the direction of the court be barred from participating in the distribution of the assets of the corporation. The court shall also prescribe what notice, by publication or otherwise, shall be given to creditors of such limitation of time.
Nev. Rev. Stat. § 91.060 — NV Code / Title 7 / Chapter 91 / Section 91.060
“Commodity contract” defined
Status: in_force

1. “Commodity contract” means any account, agreement or contract for the purchase or sale, primarily for speculation or investment purposes and not for use or consumption by the offeree or purchaser, of one or more commodities, whether for immediate or subsequent delivery or whether delivery is intended by the parties, and whether characterized as a cash contract, deferred shipment or deferred delivery contract, forward contract, futures contract, installment or margin contract, leverage contract or otherwise. Any commodity contract offered or sold, in the absence of evidence to the contrary, is presumed to be offered or sold for speculation or investment purposes.

2. “Commodity contract” does not include any contract or agreement which requires, and under which the purchaser receives, within 28 calendar days after the payment of any portion of the purchase price, physical delivery of the total amount of each commodity to be purchased under the contract or agreement.
Nev. Rev. Stat. § 86.279 — NV Code / Title 7 / Chapter 86 / Section 86.279
“Distribution” defined
Status: in_force

As used in NRS 86.279 to 86.351 , inclusive, unless the context otherwise requires, “ distribution ” means a direct or indirect transfer of money or property, other than its own member's interests, or the incurrence of indebtedness, by a limited-liability company to or for the benefit of all holders of any one or more classes or series of its members' interests with respect to such interests or as otherwise provided in the articles of organization or operating agreement.
Nev. Rev. Stat. § 81.630 — NV Code / Title 7 / Chapter 81 / Section 81.630
Prohibited acts
Status: in_force

In the administration of any private foundation that is subject to the provisions of the Internal Revenue Code of 1954, unless otherwise provided in the governing instrument, the following acts are prohibited:

1. Engaging in any act of “self-dealing” (as defined in Section 4941(d)) which would give rise to any liability for the tax imposed by Section 4941(a). 1

2. Retaining any “excess business holdings” (as defined in Section 4943(c)) which would give rise to any liability for the tax imposed by Section 4943(a). 2

3. Making any investments which would jeopardize the carrying out of any of the exempt purposes of the organization within the meaning of Section 4944, so as to give rise to any liability for the tax imposed by Section 4944(a). 3

4. Making any “taxable expenditures” (as defined in Section 4945(d)) which would give rise to any liability for the tax imposed by Section 4945(a). 4

1 26 U.S.C.A. § 4941.

2 26 U.S.C.A. § 4943.

3 26 U.S.C.A. § 4944.

4 26 U.S.C.A. § 4945.
Nev. Rev. Stat. § 81.250 — NV Code / Title 7 / Chapter 81 / Section 81.250
Recording and maintaining of bylaws and amendments
Status: in_force

The bylaws and all amendments must be recorded in a book and kept in the office of the association.
Nev. Rev. Stat. § 78.750 — NV Code / Title 7 / Chapter 78 / Section 78.750
Service of process on corporations
Status: in_force

1. In any action commenced against any corporation in any court of this State, service of process may be made in the manner provided by law and rule of court for the service of civil process.

2. Service of process on a corporation whose charter has been revoked or which has been continued as a body corporate pursuant to NRS 78.585 may be made by mailing copies of the process and any associated records by certified mail, with return receipt requested, to: (a) The registered agent of the corporation, if there is one; and (b) Each officer and director of the corporation as named in the list last filed with the Secretary of State before the dissolution or expiration of the corporation or the forfeiture of its charter. The manner of serving process described in this subsection does not affect the validity of any other service authorized by law.
Nev. Rev. Stat. § 78.7502 — NV Code / Title 7 / Chapter 78 / Section 78.7502
Discretionary indemnification of directors, officers, employees and agents: General provisions
Status: in_force

1. A corporation may indemnify pursuant to this subsection any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person: (a) Is not liable pursuant to NRS 78.138 ; or (b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.

2. A corporation may indemnify pursuant to this subsection any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person: (a) Is not liable pursuant to NRS 78.138 ; or (b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification pursuant to this section may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

3. Any discretionary indemnification pursuant to this section, unless ordered by a court or advanced pursuant to subsection 2 of NRS 78.751 , may be made by the corporation only as authorized in each specific case upon a determination that the indemnification of a director, officer, employee or agent of a corporation is proper under the circumstances. The determination must be made by: (a) The stockholders; (b) The board of directors, by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or (c) Independent legal counsel, in a written opinion, if: (1) A majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders; or (2) A quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained.
Nev. Rev. Stat. § 82A.035 — NV Code / Title 7 / Chapter 82A / Section 82A.035
“Church” defined
Status: in_force

“ Church ” means a religious organization which holds property for charitable or religious purposes. The term may include, without limitation, a mosque, synagogue or temple.
Nev. Rev. Stat. § 78.695 — NV Code / Title 7 / Chapter 78 / Section 78.695
Substitution of receiver as party; abatement of actions
Status: in_force

1. A receiver, upon application by him or her, shall be substituted as party plaintiff or complainant in the place and stead of the corporation in any suit or proceeding at law or in equity which was pending at the time of the receiver’s appointment.

2. No action against a receiver of a corporation shall abate by reason of the receiver’s death, but, upon suggestion of the facts on the record, shall be continued against the receiver’s successor, or against the corporation in case no new receiver be appointed.
Nev. Rev. Stat. § 88A.7345 — NV Code / Title 7 / Chapter 88A / Section 88A.7345
List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. A foreign business trust shall maintain at its principal place of business in this State or with its custodian of records: (a) A current list of its beneficial owners; or (b) A statement indicating where such a list is maintained.

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

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

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

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 90.760 — NV Code / Title 7 / Chapter 90 / Section 90.760
Good faith reliance
Status: repealed

No provision of this chapter imposing liability applies to an act done or omitted in good faith in conformity with:

1. A regulation or order adopted by the Administrator, notwithstanding that the regulation or order is later amended, repealed or determined by judicial or other authority to be invalid; or

2. A declaratory order or ruling issued by the Administrator.
Nev. Rev. Stat. § 87A.313 — NV Code / Title 7 / Chapter 87A / Section 87A.313
Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership
Status: in_force

1. Except as otherwise provided in NRS 87A.200 and 87A.640 , a limited partnership which did exist or is existing under this chapter may, upon complying with the provisions of NRS 87A.310 , procure a renewal or revival of its certificate of limited partnership 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 limited partnership and amendments thereto, or existing certificate of limited partnership, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the limited partnership, which must be the name of the limited partnership at the time of the renewal or revival, or its name at the time its original certificate of limited partnership expired. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the certificate of limited partnership 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 limited partnership desiring to renew or revive its certificate of limited partnership is, or has been, organized and carrying on the business authorized by its existing or original certificate of limited partnership 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 general partners, or the equivalent thereof, and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the general partners of the limited partnership.

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

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

4. The filed certificate of renewal or revival, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the qualification to do business in this State of the limited partnership named therein.

5. Except as otherwise provided in NRS 87A.185 , a renewal or revival pursuant to this section relates back to the date on which the limited partnership's certificate of limited partnership expired or was revoked and renews or revives the limited partnership's certificate of limited partnership and right to transact business as if such right had at all times remained in full force.

6. A limited partnership that has revived or renewed its certificate of limited partnership pursuant to the provisions of this section: (a) Is a limited partnership and continues to be a limited 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 limited partnership and by this chapter; and (c) Is subject to the restrictions and liabilities set forth in this chapter.
Nev. Rev. Stat. § 88.352 — NV Code / Title 7 / Chapter 88 / Section 88.352
Penalty for purporting to do business as limited partnership without filing certificate of limited partnership; enforcement; regulations
Status: in_force

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

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

3. In the course of an investigation of a violation of this section, the Secretary of State may require a 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. § 86.326 — NV Code / Title 7 / Chapter 86 / Section 86.326
Admission of members; member has no preemptive right to acquire certain interests; exception
Status: in_force

1. A person is admitted as an initial member of a limited-liability company: (a) If the company is a limited-liability company managed by its members, upon the filing of the articles of organization with the Secretary of State or upon a later date specified in the articles of organization; or (b) If the company is a limited-liability company managed by a manager or managers, as of the time set forth in and upon compliance with the operating agreement or, if the operating agreement does not so provide or if the company has no operating agreement, as of the time of such person's admission as reflected in the records of the company.

2. Unless otherwise provided in the articles of organization, after the admission of the initial member or members of a limited-liability company in accordance with subsection 1, a person is admitted as a member: (a) In the case of a person who is not a transferee of a member's interest, including a person being admitted as a noneconomic member and a person acquiring a member's interest directly from the company, as of the time set forth in and upon compliance with the operating agreement or, if the operating agreement does not so provide or if the company has no operating agreement, upon the consent of all the members and as of the time of such person's admission as reflected in the records of the company; (b) In the case of a transferee of a member's interest who is a substituted member pursuant to NRS 86.351 , as provided in NRS 86.351 or 86.491 and as of the time set forth in and upon compliance with the operating agreement or, if the operating agreement does not so provide or if the company has no operating agreement, as of the time of such person's admission as reflected in the records of the company; (c) In the case of a person being admitted as a member of a surviving or resulting limited-liability company pursuant to a merger, conversion or exchange approved in accordance with NRS 92A.150 , as of the time set forth in and upon compliance with the operating agreement of the surviving or resulting limited-liability company or in the plan of merger, conversion or exchange, and in the event of any inconsistency, the terms of the plan of merger, conversion or exchange control; and (d) In the case of a person being admitted as a member of a limited-liability company pursuant to a merger, conversion or exchange in which such limited-liability company is not the surviving or resulting entity, as of the time set forth in and upon compliance with the operating agreement of such limited-liability company.

3. In connection with the domestication of an undomesticated organization as a limited-liability company in this State in accordance with NRS 92A.270 , a person is admitted as a member of the company as of the time set forth in and upon compliance with the articles of domestication or in the operating agreement of the resulting domestic limited-liability company or, if the articles of domestication and the operating agreement do not so provide or if the articles of domestication do not so provide and the company has no operating agreement, as of the time of such person's admission as reflected in the records of the resulting domestic limited-liability company.

4. Unless otherwise provided in the articles of organization, the operating agreement or another agreement approved or adopted by all of the members, no member has a preemptive right to acquire any unissued member's interests or other interests in a limited-liability company.

5. Unless otherwise provided in the articles of organization or operating agreement: (a) A person may be admitted as a member of a limited-liability company and may receive a member's interest in the company without making or being obligated to make a contribution to the capital of the company. (b) A person may be admitted as a member or the sole member of a limited-liability company: (1) Without acquiring a member's interest in the company; or (2) Without making or being obligated to make a contribution to the capital of the company.
Nev. Rev. Stat. § 87A.085 — NV Code / Title 7 / Chapter 87A / Section 87A.085
“Principal office” defined
Status: in_force

“ Principal office ” means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State.
Nev. Rev. Stat. § 88.420 — NV Code / Title 7 / Chapter 88 / Section 88.420
When person becomes limited partner; admission of additional limited partners
Status: in_force

1. A person becomes a limited partner: (a) At the time the limited partnership is formed; or (b) At any later time stated in the records of the limited partnership for becoming a limited partner.

2. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner: (a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and (b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in NRS 88.540 , to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
Nev. Rev. Stat. § 77.290 — NV Code / Title 7 / Chapter 77 / Section 77.290
Form required for filing of records
Status: in_force

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

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

3. If the provisions on 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 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. § 92A.400 — NV Code / Title 7 / Chapter 92A / Section 92A.400
Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder
Status: in_force

1. A stockholder of record may assert dissenter's rights as to fewer than all of the shares registered in his or her name only if the stockholder of record dissents with respect to all shares of the class or series beneficially owned by any one person and notifies the subject corporation in writing of the name and address of each person on whose behalf the stockholder of record asserts dissenter's rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the partial dissenter dissents and his or her other shares were registered in the names of different stockholders.

2. A beneficial stockholder may assert dissenter's rights as to shares held on his or her behalf only if the beneficial stockholder: (a) Submits to the subject corporation the written consent of the stockholder of record to the dissent not later than the time the beneficial stockholder asserts dissenter's rights; and (b) Does so with respect to all shares of which he or she is the beneficial stockholder or over which he or she has power to direct the vote.
Nev. Rev. Stat. § 88.465 — NV Code / Title 7 / Chapter 88 / Section 88.465
Voting rights
Status: in_force

The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.
Nev. Rev. Stat. § 87.4311 — NV Code / Title 7 / Chapter 87 / Section 87.4311
“Registered limited-liability partnership” defined
Status: in_force

“ Registered limited-liability partnership ” means a partnership formed pursuant to an agreement governed by NRS 87.4301 to 87.4357 , inclusive, and registered pursuant to and complying with NRS 87.440 to 87.560 , inclusive.
Nev. Rev. Stat. § 82A.085 — NV Code / Title 7 / Chapter 82A / Section 82A.085
Regulations
Status: in_force

The Secretary of State may adopt regulations to administer the provisions of this chapter.
Nev. Rev. Stat. § 88.5925 — NV Code / Title 7 / Chapter 88 / Section 88.5925
Addresses of general partners required; failure to file
Status: in_force

1. Each list required to be filed under the provisions of NRS 88.591 to 88.5945 , inclusive, must, after the name of each general partner listed thereon, set forth the address, either residence or business, of each general partner.

2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign limited partnership for which the list has been offered for filing is subject to all the provisions of NRS 88.591 to 88.5945 , inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
Nev. Rev. Stat. § 78.170 — NV Code / Title 7 / Chapter 78 / Section 78.170
Defaulting corporations: Identification; reinstatement of corporation which is unit-owners' association; penalty
Status: in_force

1. Each corporation which is required to make a filing and pay the fee prescribed in NRS 78.150 to 78.185 , inclusive, and which refuses or neglects to do so within the time provided shall be deemed in default.

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners' association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185 .

3. For default there must be added to the amount of the fee a penalty of $75. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 78.605 — NV Code / Title 7 / Chapter 78 / Section 78.605
Jurisdiction of district court
Status: in_force

The district court shall have jurisdiction of the application prescribed in NRS 78.600 and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.
Nev. Rev. Stat. § 90.720 — NV Code / Title 7 / Chapter 90 / Section 90.720
Prohibitions on use of information
Status: in_force

The Administrator and employees of the Division shall not use information filed with or obtained by the Division for their personal gain or benefit or the gain or benefit of another person. The Administrator and employees of the Division shall not conduct securities dealings based upon public information filed with the Division before there has been a sufficient period for the securities markets to assimilate the information.
Nev. Rev. Stat. § 78.230 — NV Code / Title 7 / Chapter 78 / Section 78.230
Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees
Status: in_force

1. No person holding shares in any corporation as collateral security shall be personally liable as a stockholder.

2. No executor, administrator, guardian or trustee, unless he or she, without authorization, shall have voluntarily invested the trust funds in such shares, shall be personally liable as a stockholder, but the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable.
Nev. Rev. Stat. § 78A.140 — NV Code / Title 7 / Chapter 78A / Section 78A.140
Appointment of custodian, receiver or provisional director
Status: in_force

1. Upon application of a stockholder, the court may appoint one or more persons to be custodians and, if the corporation is insolvent, to be receivers of any close corporation when: (a) The business and affairs of the close corporation are managed by the stockholders who are so divided that the business of the corporation is suffering or is threatened with irreparable injury and any remedy with respect to such a deadlock provided in the articles of incorporation or bylaws or in any written agreement of the stockholders has failed; or (b) The petitioning stockholder has the right to the dissolution of the corporation under a provision of the articles of incorporation permitted by NRS 78A.160 .

2. If the court determines that it would be in the best interest of the corporation, the court may appoint a provisional director in lieu of appointing a custodian or receiver for a close corporation. Such an appointment does not preclude any subsequent order of the court appointing a custodian or receiver for the corporation.
Nev. Rev. Stat. § 87.4343 — NV Code / Title 7 / Chapter 87 / Section 87.4343
Events causing dissociation
Status: in_force

A partner is dissociated from a partnership upon the occurrence of any of the following events:

1. The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;

2. An event agreed to in the partnership agreement as causing the partner's dissociation;

3. The partner's expulsion pursuant to the partnership agreement;

4. The partner's expulsion by the unanimous vote of the other partners if: (a) It is unlawful to carry on the partnership business with that partner; (b) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (c) Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (d) A partnership that is a partner has been dissolved and its business is being wound up;

5. On application by the partnership or another partner, the partner's expulsion by judicial determination because: (a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (b) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under NRS 87.4336 ; or (c) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

6. The partner's: (a) Becoming a debtor in bankruptcy; (b) Executing an assignment for the benefit of creditors; (c) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property; or (d) Failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

7. In the case of a partner who is a natural person: (a) The partner's death; (b) The appointment of a guardian or general conservator for the partner; or (c) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

8. In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

9. In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

10. Termination of a partner who is not a natural person, partnership, corporation, trust or estate.
Nev. Rev. Stat. § 80.050 — NV Code / Title 7 / Chapter 80 / Section 80.050
Fees
Status: in_force

1. Except as otherwise provided in subsection 3, foreign corporations shall pay the same fees to the Secretary of State as are required to be paid by corporations organized pursuant to the laws of this State, but the amount of fees to be charged must not exceed: (a) The sum of $35,000 for filing records for initial qualification; or (b) The sum of $34,925 for each subsequent filing of a certificate increasing authorized capital stock.

2. If the corporate records required to be filed set forth only the total number of shares of stock the corporation is authorized to issue without reference to value, the authorized shares shall be deemed to be without par value and the filing fee must be computed pursuant to paragraph (b) of subsection 3 of NRS 78.760 .

3. Foreign corporations which are nonprofit corporations and which do not have or issue shares of stock shall pay the same fees to the Secretary of State as are required to be paid by nonprofit corporations organized pursuant to the laws of this State.

4. The fee for filing a notice of withdrawal from the State of Nevada by a foreign corporation is $100.
Nev. Rev. Stat. § 87A.620 — NV Code / Title 7 / Chapter 87A / Section 87A.620
Determination of whether solicitation is made or accepted
Status: in_force

1. For the purposes of NRS 87A.615 , 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. § 82.006 — NV Code / Title 7 / Chapter 82 / Section 82.006
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82.011 to 82.041 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 86.011 — NV Code / Title 7 / Chapter 86 / Section 86.011
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.022 to 86.1255 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 91.120 — NV Code / Title 7 / Chapter 91 / Section 91.120
“Offer” defined
Status: in_force

“Offer” includes every offer to sell, purchase or enter into a commodity contract or commodity option.
Nev. Rev. Stat. § 91.020 — NV Code / Title 7 / Chapter 91 / Section 91.020
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 91.030 to 91.150 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 87A.445 — NV Code / Title 7 / Chapter 87A / Section 87A.445
Withdrawal as general partner
Status: in_force

A person is withdrawn from a limited partnership as a general partner upon the occurrence of any of the following events:

1. The limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person;

2. An event agreed to in the partnership agreement as causing the person's withdrawal as a general partner;

3. The person's expulsion as a general partner pursuant to the partnership agreement;

4. The person's expulsion as a general partner by the unanimous consent of the other partners if: (a) It is unlawful to carry on the limited partnership's activities with the person as a general partner; (b) There has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed; (c) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (d) The person is a limited-liability company or partnership that has been dissolved and whose business is being wound up;

5. On application by the limited partnership, the person's expulsion as a general partner by judicial determination because: (a) The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities; (b) The person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under NRS 87A.385 ; or (c) The person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;

6. The person's: (a) Becoming a debtor in bankruptcy; (b) Execution of an assignment for the benefit of creditors; (c) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person's property; or (d) Failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

7. In the case of a person who is a natural person: (a) The person's death; (b) The appointment of a guardian or general conservator for the person; or (c) A judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement;

8. In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

9. In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

10. Termination of a general partner that is not a natural person, partnership, limited-liability company, corporation, trust or estate; or

11. The limited partnership's participation in a conversion or merger under chapter 92A of NRS, if the limited partnership: (a) Is not the converted or surviving entity; or (b) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.
Nev. Rev. Stat. § 78.422 — NV Code / Title 7 / Chapter 78 / Section 78.422
“Date of consummation” defined
Status: in_force

“Date of consummation,” with respect to any combination, means the date of the consummation of the combination or, in the case of a combination as to which a vote of stockholders is taken, the later of:

1. The business day before the vote; or

2. Twenty days before the date of consummation of the combination.
Nev. Rev. Stat. § 86.4895 — NV Code / Title 7 / Chapter 86 / Section 86.4895
Dissolution of company whose charter has been revoked without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a limited-liability company whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing articles of dissolution required by NRS 86.561 , if the limited-liability company provides evidence satisfactory to the Secretary of State that the limited-liability company did not transact business in this State or as a limited-liability company 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 limited-liability company paid the fees and penalties for the portion of that period in which the limited-liability company transacted business in this State or as a limited-liability company 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. § 81.840 — NV Code / Title 7 / Chapter 81 / Section 81.840
Duties of managers
Status: in_force

1. A manager owes to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care.

2. A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.

3. After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.

4. A manager that makes a business judgment in good faith satisfies the duties specified in subsection 1 if the manager: (a) Is not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment; (b) Is informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and (c) Believes that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes.

5. The governing principles in a record may limit or eliminate the liability of a manager to the unincorporated nonprofit association or its members for damages for any action taken, or for failure to take any action, as a manager, except liability for: (a) The amount of financial benefit improperly received by a manager; (b) An intentional infliction of harm on the association or one or more of its members; (c) An intentional violation of criminal law; (d) Breach of the duty of loyalty; or (e) Improper distributions.
Nev. Rev. Stat. § 77.230 — NV Code / Title 7 / Chapter 77 / Section 77.230
“Registered agent” defined
Status: in_force

“ Registered agent ” means a commercial registered agent or a noncommercial registered agent.
Nev. Rev. Stat. § 92A.335 — NV Code / Title 7 / Chapter 92A / Section 92A.335
“Subject corporation” defined
Status: in_force

“Subject corporation” means the domestic corporation which is the issuer of the shares held by a dissenter before the corporate action creating the dissenter's rights becomes effective or the surviving or acquiring entity of that issuer after the corporate action becomes effective.
Nev. Rev. Stat. § 78.416 — NV Code / Title 7 / Chapter 78 / Section 78.416
“Combination” defined
Status: in_force

“ Combination ,” when used in reference to any resident domestic corporation and any interested stockholder of the resident domestic corporation, means any of the following:

1. Any merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic corporation with: (a) The interested stockholder; or (b) Any other entity, whether or not itself an interested stockholder of the resident domestic corporation, which is, or after and as a result of the merger or consolidation would be, an affiliate or associate of the interested stockholder.

2. Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, to or with the interested stockholder or any affiliate or associate of the interested stockholder of assets of the resident domestic corporation or any subsidiary of the resident domestic corporation: (a) Having an aggregate market value equal to more than 5 percent of the aggregate market value of all the assets, determined on a consolidated basis, of the resident domestic corporation; (b) Having an aggregate market value equal to more than 5 percent of the aggregate market value of all the outstanding voting shares of the resident domestic corporation; or (c) Representing more than 10 percent of the earning power or net income, determined on a consolidated basis, of the resident domestic corporation.

3. The issuance or transfer by the resident domestic corporation or any subsidiary of the resident domestic corporation, in one transaction or a series of transactions, of any shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that have an aggregate market value equal to 5 percent or more of the aggregate market value of all the outstanding voting shares of the resident domestic corporation to the interested stockholder or any affiliate or associate of the interested stockholder except under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution paid or made, pro rata to all stockholders of the resident domestic corporation.

4. The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation under any agreement, arrangement or understanding, whether or not in writing, with the interested stockholder or any affiliate or associate of the interested stockholder.

5. Except for any transaction or series of transactions that would not constitute a combination pursuant to subsection 3, any: (a) Reclassification of securities, including, without limitation, any splitting of shares, share dividend, or other distribution of shares with respect to other shares, or any issuance of new shares in exchange for a proportionately greater number of old shares; (b) Recapitalization of the resident domestic corporation; (c) Merger or consolidation of the resident domestic corporation with any subsidiary of the resident domestic corporation; or (d) Other transaction, whether or not with or into or otherwise involving the interested stockholder, under any agreement, arrangement or understanding, whether or not in writing, with the interested stockholder or any affiliate or associate of the interested stockholder, which has the immediate and proximate effect of increasing the proportionate share of the outstanding shares of any class or series of voting shares or securities convertible into voting shares of the resident domestic corporation or any subsidiary of the resident domestic corporation which is beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder, except as a result of immaterial changes because of adjustments of fractional shares.

6. Any receipt by the interested stockholder or any affiliate or associate of the interested stockholder of the benefit, directly or indirectly, except proportionately as a stockholder of the resident domestic corporation, of any loan, advance, guarantee, pledge or other financial assistance or any tax credit or other tax advantage provided by or through the resident domestic corporation.
Nev. Rev. Stat. § 82.466 — NV Code / Title 7 / Chapter 82 / Section 82.466
Reorganization under federal law
Status: in_force

1. A federal court may take the same actions with respect to corporations governed by this chapter as a federal court may take with respect to corporations governed by chapter 78 of NRS under subsection 1 of NRS 78.622 .

2. A corporation governed by this chapter shall file with the Secretary of State a certified copy of the confirmed plan of reorganization described in NRS 78.622 .
Nev. Rev. Stat. § 90.847 — NV Code / Title 7 / Chapter 90 / Section 90.847
Electronic delivery of records and applications
Status: in_force

The Administrator may, by regulation or order, approve systems for the electronic delivery of records and applications to the Administrator or the designee of the Administrator or to the principal office of the Administrator.
Nev. Rev. Stat. § 88.610 — NV Code / Title 7 / Chapter 88 / Section 88.610
Authority of limited partner to bring action
Status: in_force

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
Nev. Rev. Stat. § 87A.470 — NV Code / Title 7 / Chapter 87A / Section 87A.470
Transferable interest of partner
Status: in_force

The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
Nev. Rev. Stat. § 87A.230 — NV Code / Title 7 / Chapter 87A / Section 87A.230
Consent and proxies of partners
Status: in_force

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact.
Nev. Rev. Stat. § 86.471 — NV Code / Title 7 / Chapter 86 / Section 86.471
Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent
Status: in_force

In the absence of fraud:

1. The decision of a limited-liability company as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to NRS 86.461 and the choice of the person to provide the insurance or other financial arrangement is conclusive; and

2. The insurance or other financial arrangement: (a) Is not void or voidable; and (b) Does not subject any manager or member approving it to personal liability for the approval,

even if a manager or member approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
Nev. Rev. Stat. § 87.4341 — NV Code / Title 7 / Chapter 87 / Section 87.4341
Transfer of transferable interest of partner
Status: in_force

1. A transfer, in whole or in part, of a partner's transferable interest in the partnership: (a) Is permissible; (b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.

2. A transferee of a partner's transferable interest in the partnership has a right: (a) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (c) To seek under subsection 6 of NRS 87.4351 a judicial determination that it is equitable to wind up the partnership business.

3. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.

4. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

5. A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.

6. A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
Nev. Rev. Stat. § 82.371 — NV Code / Title 7 / Chapter 82 / Section 82.371
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 as amended by filing with the Secretary of State a certificate which must set forth the articles as amended to the date of the certificate. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 82.346 , 82.351 and 82.356 , as applicable, and must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of incorporation on file with the Secretary of State are being altered or amended.

2. If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and must 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 as amended to the date of the certificate.

3. The following may be omitted from the 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 board of directors; and (c) The information required pursuant to NRS 77.310 .

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 after the restated articles and certified copies of all certificates supplementary to the original articles.

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. § 87A.652 — NV Code / Title 7 / Chapter 87A / Section 87A.652
Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations
Status: in_force

1. Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and 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 limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and 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 in this State.

3. The failure of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state and purporting to do business in this State as a foreign registered limited-liability limited partnership, to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 does not impair the validity of any contract or act of the limited-liability limited partnership or prevent the limited-liability 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 limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, 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 limited-liability limited partnership has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county where the limited-liability 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 the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney's fees.

5. In the course of an investigation of a violation of this section, the Secretary of State may require a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

6. A limited partner of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is not liable as a general partner of the limited-liability limited partnership solely by reason of having transacted business in this State without registration.

7. A limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, by transacting business in this State without registering with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 , 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. § 88A.310 — NV Code / Title 7 / Chapter 88A / Section 88A.310
Management of business and affairs by trustees; giving directions to trustees
Status: in_force

1. Except as otherwise provided in this section, the certificate of trust or the governing instrument, the business and affairs of a business trust must be managed by or under the direction of its trustees. To the extent provided in the certificate of trust or the governing instrument, any person, including a beneficial owner, may direct the trustees or other persons in the management of the business trust.

2. Except as otherwise provided in the certificate of trust or the governing instrument, neither the power to give direction to a trustee or other person nor the exercise thereof by any person, including a beneficial owner, makes the person a trustee. To the extent provided in the certificate of trust or the governing instrument, neither the power to give direction to a trustee or other person nor the exercise thereof by a person, including a beneficial owner, causes the person to have duties, fiduciary or other, or liabilities relating to the power or its exercise to the business trust or a beneficial owner thereof.
Nev. Rev. Stat. § 81.420 — NV Code / Title 7 / Chapter 81 / Section 81.420
No capital stock; not to be carried on for profit
Status: in_force

The corporation shall not have a capital stock, and its business shall not be carried on for profit.
Nev. Rev. Stat. § 81.720 — NV Code / Title 7 / Chapter 81 / Section 81.720
“Manager” defined
Status: in_force

“ Manager ” means a person that is responsible, alone or in concert with others, for the management of an unincorporated nonprofit association.
Nev. Rev. Stat. § 81.735 — NV Code / Title 7 / Chapter 81 / Section 81.735
“State” defined
Status: in_force

“ State ” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
Nev. Rev. Stat. § 88.317 — NV Code / Title 7 / Chapter 88 / Section 88.317
Applicability
Status: in_force

The provisions of this chapter apply to a limited partnership:

1. Which was formed before October 1, 2007, and which does not voluntarily elect to be governed by the provisions of chapter 87A of NRS; or

2. Which is formed on or after October 1, 2007, and which voluntarily elects to be governed by the provisions of this chapter.
Nev. Rev. Stat. § 78.705 — NV Code / Title 7 / Chapter 78 / Section 78.705
Compensation, costs and expenses of receiver
Status: in_force

Before distribution of the assets of an insolvent corporation among the creditors or stockholders, the district court shall allow a reasonable compensation to the receiver for his or her services and the costs and expenses of the administration of the trust, and the cost of the proceedings in the court, to be first paid out of the assets.
Nev. Rev. Stat. § 87A.265 — NV Code / Title 7 / Chapter 87A / Section 87A.265
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.