Nev. Rev. Stat. § 92A.135 — NV Code / Title 7 / Chapter 92A / Section 92A.135
Approval of plan of conversion for domestic general partnership
Status: in_force

Unless otherwise provided in the partnership agreement, all partners must approve a plan of conversion involving a domestic general partnership.
Nev. Rev. Stat. § 90.320 — NV Code / Title 7 / Chapter 90 / Section 90.320
Exempt broker-dealers and sales representatives
Status: in_force

1. The following broker-dealers are exempt from licensing under NRS 90.310 : (a) A broker-dealer who is registered or, is not required to be registered under the Securities Exchange Act of 1934 1 and who has no place of business in this State if: (1) The transactions effected by the broker-dealer in this State are exclusively with the issuer of the securities involved in the transactions, other broker-dealers licensed or exempt under this chapter, and financial or institutional investors; (2) The broker-dealer is licensed under the securities laws of a state in which the broker-dealer maintains a place of business and the broker-dealer offers and sells in this State to a person who is an existing customer of the broker-dealer and whose principal place of residence is not in this State; or (3) The broker-dealer is licensed under the securities laws of a state in which the broker-dealer maintains a place of business and during any 12 consecutive months the broker-dealer does not effect transactions with more than five persons in this State in addition to the transactions with the issuers of the securities involved in the transactions, financial or institutional investors, or broker-dealers, whether or not the offeror or an offeree is then present in this State. (b) Other broker-dealers the Administrator by regulation or order exempts.

2. The following sales representatives are exempt from licensing under NRS 90.310 : (a) A sales representative acting for a broker-dealer exempt under subsection 1; (b) A sales representative acting for an issuer in effecting transactions in a security exempted by paragraphs (a), (b), (c), (d), (k), (l) or (m) of subsection 2 of NRS 90.520 ; (c) A sales representative acting for an issuer effecting offers or sales of securities in transactions exempted by NRS 90.530 ; (d) A sales representative acting for an issuer effecting transactions with employees, partners, officers or directors of the issuer, a parent or a wholly owned subsidiary of the issuer, if no commission or other similar compensation is paid or given directly or indirectly to the sales representative for soliciting an employee, partner, officer or director in this State; and (e) Other sales representatives the Administrator by regulation or order exempts.

1 15 USCA § 78 et seq.
Nev. Rev. Stat. § 91.310 — NV Code / Title 7 / Chapter 91 / Section 91.310
Enforcement by Administrator
Status: in_force

1. If the Administrator believes, whether or not based upon an investigation conducted under NRS 91.300 , that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or a regulation adopted or order issued pursuant to its provisions, the Administrator may: (a) Issue an order to cease and desist; (b) Take disciplinary action against a licensed person; (c) Issue an order imposing a civil penalty in an amount which may not exceed $10,000 for any single violation or $100,000 for multiple violations in a single proceeding or a series of related proceedings; or (d) Initiate any of the actions specified in subsection 2.

2. The Administrator may institute any of the following actions in the district courts of this State, or in the appropriate courts of another state, in addition to any legal or equitable remedies otherwise available: (a) An action for a declaratory judgment; (b) An action for a prohibitory or mandatory injunction to enjoin the violation and to ensure compliance with this chapter or any regulation or order of the Administrator; (c) An action for disgorgement; (d) An action for appointment of a receiver or conservator for the defendant or the defendant's assets; or (e) An action to enjoin permanently any person from acting as a commodity broker-dealer or a commodity sales representative.
Nev. Rev. Stat. § 89.240 — NV Code / Title 7 / Chapter 89 / Section 89.240
Duties upon legal disqualification of member or employee; redemption of and restrictions on transfer and ownership of member's interest
Status: in_force

1. If any member or employee of a professional association who has been rendering professional service to the public becomes legally disqualified to render the professional service within this State, the member or employee shall sever within a reasonable period all professional service with and financial interest in the association; but this chapter does not prevent a professional association from entering into a contract with a member or employee which provides for severance pay or for compensation for past services upon termination of professional service, whether by death or otherwise. Upon the death of a member of the association who has transferred his or her interest in the association to a revocable trust as permitted by subsection 2, the trustee of the revocable trust may continue to retain any interest so transferred for a reasonable period, but may not exercise any authority concerning the rendering of professional services and may not, except as otherwise provided in NRS 623.349 , distribute the interest in the association or its assets to any person not licensed to render the services for which the association was organized.

2. Except as otherwise authorized by NRS 623.349 , a membership interest in a professional association may not be sold or transferred except to a natural person who is eligible to be a member of the association or to the personal representative or estate of a deceased or legally incapacitated member, except as provided in this subsection. The personal representative of such a member may continue to own such interest for a reasonable period, but may not participate in any decisions concerning the rendering of professional service. A member may transfer his or her interest in the association or any other interest in the assets of the association to a revocable trust if the member acts as trustee of the revocable trust and any person who acts as cotrustee and is not licensed to perform the services for which the association is organized does not participate in any decisions concerning the rendering of those professional services.

3. The articles of association may provide specifically for additional restrictions on the transfer of members' interests and may provide for the redemption or purchase of such an interest by the association or its other members at prices and in a manner specifically set forth in the articles.
Nev. Rev. Stat. § 87A.440 — NV Code / Title 7 / Chapter 87A / Section 87A.440
Effect of withdrawal as limited partner
Status: in_force

1. Upon a person's withdrawal as a limited partner: (a) Subject to NRS 87A.485 , the person does not have further rights as a limited partner; (b) The person's obligation of good faith and fair dealing as a limited partner under subsection 2 of NRS 87A.340 continues only as to matters arising and events occurring before the withdrawal; and (c) Subject to NRS 87A.485 and the provisions of chapter 92A of NRS, any transferable interest owned by the person in the person's capacity as a limited partner immediately before withdrawal is owned by the person as a mere transferee.

2. A person's withdrawal as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.
Nev. Rev. Stat. § 92A.098 — NV Code / Title 7 / Chapter 92A / Section 92A.098
Notice and other communications
Status: in_force

Any notice or other communication sent pursuant to any provision of this chapter may be delivered by electronic transmission pursuant to NRS 75.150 .
Nev. Rev. Stat. § 77.080 — NV Code / Title 7 / Chapter 77 / Section 77.080
“Foreign entity” defined
Status: in_force

“ Foreign entity ” means an entity other than a domestic entity.
Nev. Rev. Stat. § 87A.205 — NV Code / Title 7 / Chapter 87A / Section 87A.205
Business transactions of partner with partnership
Status: in_force

A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
Nev. Rev. Stat. § 87A.145 — NV Code / Title 7 / Chapter 87A / Section 87A.145
Applicability
Status: in_force

The provisions of this chapter apply to a limited partnership:

1. Which was formed before, on or after October 1, 2007, and which voluntarily elects to be governed by the provisions of this chapter; or

2. Which is formed on or after October 1, 2007, and which does not voluntarily elect to be governed by the provisions of chapter 88 of NRS.
Nev. Rev. Stat. § 78B.190 — NV Code / Title 7 / Chapter 78B / Section 78B.190
Actions or claims against benefit corporations, directors or officers: Limitations; benefit enforcement proceedings; award of attorney’s fees and expenses
Status: in_force

1. Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: (a) Failure to pursue or create general public benefit or any specific public benefit identified in the articles of incorporation of a benefit corporation pursuant to NRS 78B.140 ; or (b) A violation of an obligation, duty or standard of conduct under this chapter.

2. A benefit enforcement proceeding may be commenced or maintained only: (a) Directly by the benefit corporation; or (b) Derivatively by: (1) A shareholder who owned beneficially or of record at least 2 percent of the total number of shares of a class or series outstanding at the time of the act or omission complained of; (2) A director; (3) A person or group of persons that owns beneficially or of record 5 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or (4) Any other person authorized in the articles of incorporation or bylaws of the benefit corporation to commence and maintain a benefit enforcement proceeding.

3. A benefit corporation is not liable for monetary damages under this chapter for any failure of the benefit corporation to create general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 .

4. If the court in a benefit enforcement proceeding finds that a failure to comply with this chapter was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney's fees and expenses, in connection with the benefit enforcement proceeding.
Nev. Rev. Stat. § 82.193 — NV Code / Title 7 / Chapter 82 / Section 82.193
Registered agent required; applicable law regarding registered agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners' association; fees
Status: in_force

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

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. A corporation is subject to the provisions of NRS 78.150 to 78.185 , inclusive, except that: (a) The fee for filing a list is $50; (b) The penalty added for default is $50; and (c) The fee for reinstatement is $100.
Nev. Rev. Stat. § 88.5927 — NV Code / Title 7 / Chapter 88 / Section 88.5927
List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. A foreign limited partnership shall maintain at its principal office in this State or with its custodian of records whose name and street address are kept at the foreign limited partnership's registered office a current list of each general partner.

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

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

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

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 81.760 — NV Code / Title 7 / Chapter 81 / Section 81.760
Ownership and transfer of property
Status: in_force

1. An unincorporated nonprofit association may acquire, hold, encumber or transfer in its name an interest in real or personal property.

2. An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee or a devisee.
Nev. Rev. Stat. § 77.410 — NV Code / Title 7 / Chapter 77 / Section 77.410
Registered agent required to verify licensure of entity under certain circumstances
Status: in_force

1. If a registered agent knows or reasonably should know that the entity for which he or she is the registered agent engages in any business activity that is regulated pursuant to chapter 604A or 675 of NRS and the registered agent or a subsidiary or affiliate of the registered agent performs any service for the represented entity other than: (a) Delivering documents for filing to state or local governmental entities; (b) Forwarding unopened mail; (c) Any service described in NRS 77.400 ; (d) Accounting services incidental to the formation of the entity for which he or she serves as registered agent provided in accordance with chapter 628 of NRS ; or (e) Legal services incidental to the formation of the entity for which he or she serves as registered agent if the registered agent is an attorney who is licensed to practice law in this State or performs such services under the supervision of an attorney who is licensed to practice law in this State, the registered agent shall verify with the Division of Financial Institutions of the Department of Business and Industry that the represented entity is licensed pursuant to chapter 604A or 675 of NRS , as applicable.

2. Except as otherwise provided in this subsection, if a registered agent determines pursuant to subsection 1 that the represented entity is not licensed as required pursuant to chapter 604A or 675 of NRS , the registered agent shall notify the Commissioner of Financial Institutions. This subsection does not require a registered agent who is an attorney to notify the Commissioner if doing so would violate any privilege pursuant to NRS 49.035 to 49.115 , inclusive, or the Nevada Rules of Professional Conduct.

3. A registered agent who accepts an appointment to act as the registered agent for a represented entity whom the registered agent knows or reasonably should know engages in business activities which are regulated pursuant to chapter 604A or 675 of NRS shall not perform any financial transactions on behalf of the represented entity in his or her capacity as registered agent.
Nev. Rev. Stat. § 78.2055 — NV Code / Title 7 / Chapter 78 / Section 78.2055
Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders
Status: in_force

1. Unless otherwise provided in the articles of incorporation, a corporation that desires to decrease the number of issued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without correspondingly decreasing the number of authorized shares of the same class or series may do so if: (a) The board of directors adopts a resolution setting forth the proposal to decrease the number of issued and outstanding shares of a class or series; and (b) If the corporation is: (1) A publicly traded corporation, the proposal is approved by the stockholders of the affected class or series, regardless of limitations or restrictions on the voting power of the affected class or series; or (2) Not a publicly traded corporation, the proposal is approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power of the affected class or series.

2. If the proposal required by subsection 1 is approved by the stockholders entitled to vote, the corporation may reissue its stock in accordance with the proposal after the effective date and time of the change.

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

4. If any proposed corporate action pursuant to this section would result in only money being paid or scrip being issued to stockholders who: (a) Before the decrease in the number of shares becomes effective, in the aggregate hold 1 percent or more of the outstanding shares of the affected class or series; and (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares, any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder's outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500 , inclusive, and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.
Nev. Rev. Stat. § 77.310 — NV Code / Title 7 / Chapter 77 / Section 77.310
Appointment of registered agent
Status: in_force

1. A registered agent filing must state: (a) The name of the represented entity's commercial registered agent; or (b) If the entity does not have a commercial registered agent: (1) The name and address of the entity's noncommercial registered agent; or (2) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person.

2. The appointment of a registered agent pursuant to paragraph (a) or (b) of subsection 1 must be accompanied by a certificate of acceptance of the appointment by the registered agent.
Nev. Rev. Stat. § 89.028 — NV Code / Title 7 / Chapter 89 / Section 89.028
Secretary of State authorized to adopt certain regulations to allow professional entity or professional association 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 professional entity, professional association 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. § 81.150 — NV Code / Title 7 / Chapter 81 / Section 81.150
Right of corporation to do business: Quo warranto proceedings
Status: in_force

The right of a corporation, claiming to be organized and incorporated and carrying on its business under NRS 81.010 to 81.160 , inclusive, to do and to continue its business, may be inquired into by quo warranto proceedings at the suit of the Attorney General, but not otherwise.
Nev. Rev. Stat. § 89.040 — NV Code / Title 7 / Chapter 89 / Section 89.040
Filing requirements; required provisions of articles; name
Status: in_force

1. One or more persons may organize a professional entity in the manner provided for organizing a corporation pursuant to chapter 78 of NRS or a limited-liability company pursuant to chapter 86 of NRS. Each person organizing the professional entity must, except as otherwise provided in subsection 2 of NRS 89.050 , be authorized to perform the professional service for which the professional entity is organized. The articles must contain the following additional information: (a) The profession to be practiced by means of the professional entity. (b) The names and addresses, either residence or business, of the original stockholders and directors of the professional corporation or the original members and managers of the professional limited-liability company. (c) Except as otherwise provided in paragraphs (d) and (e), a certificate from the regulating board of the profession to be practiced showing that each of the directors, stockholders, managers or members who is a natural person is licensed to practice the profession. (d) For a professional entity organized pursuant to this chapter and practicing pursuant to the provisions of NRS 623.349 , a certificate from the regulating board or boards of the profession or professions to be practiced showing that control and two-thirds ownership of the professional entity is held by persons registered or licensed pursuant to the applicable provisions of chapter 623, 623A or 625 of NRS . As used in this paragraph, “ control ” has the meaning ascribed to it in NRS 623.349 . (e) For a professional entity formed pursuant to subsection 5 of NRS 89.070 , a certificate from the State Bar of Nevada showing at least one stockholder or member who is a natural person is admitted by the Supreme Court of the State of Nevada to practice law as a member of the State Bar of Nevada.

2. The corporate name of a professional corporation must contain the words “Professional Corporation” or the abbreviation “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The corporate name must contain the last name of one or more of its current or former stockholders.

3. The name of a professional limited-liability company must contain the words “Professional Limited-Liability Company” or the abbreviations “Prof. L.L.C.,” “Prof. LLC,” “P.L.L.C.,” “PLLC,” or the word “Chartered” or the abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The name of a professional limited-liability company must contain the last name of one or more of its current or former members.

4. The professional entity may render professional services and exercise its authorized powers under a fictitious name if the professional entity has first registered the name in the manner required by chapter 602 of NRS .
Nev. Rev. Stat. § 87A.155 — NV Code / Title 7 / Chapter 87A / Section 87A.155
Nature, purpose and duration of entity; prohibition against organization for certain illegal purposes
Status: in_force

1. A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether the limited partnership has registered as a registered limited-liability limited partnership.

2. A limited partnership may be organized under this chapter for any lawful purpose. A person shall not organize a limited partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

3. A limited partnership has a perpetual duration.
Nev. Rev. Stat. § 90.300 — NV Code / Title 7 / Chapter 90 / Section 90.300
“Self-regulatory organization” defined
Status: in_force

“Self-regulatory organization” means a national securities exchange registered under section 6 of the Securities Exchange Act of 1934, 1 a national association of brokers and dealers registered under section 15A of the Securities Exchange Act of 1934, 2 a clearing agency registered under section 17A of the Securities Exchange Act of 1934, 3 the Municipal Securities Rulemaking Board established under section 15B(b)(1) of the Securities Exchange Act of 1934 4 or section 21 of the Commodity Exchange Act. 5

1 15 USCA § 78f.

2 15 USCA § 78o-3.

3 15 USCA § 78q-1.

4 15 USCA § 78o-4(b)(1).

5 7 USCA § 21.
Nev. Rev. Stat. § 87A.280 — NV Code / Title 7 / Chapter 87A / Section 87A.280
Partnership records: Microfilming; imaging; return
Status: in_force

The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by or relating to a limited partnership pursuant to this chapter and may return the original record to the filer.
Nev. Rev. Stat. § 78B.030 — NV Code / Title 7 / Chapter 78B / Section 78B.030
“Benefit enforcement proceeding” defined
Status: in_force

“ Benefit enforcement proceeding ” means a claim or action for:

1. Failure of a benefit corporation to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation;

2. Violation of a duty or standard of conduct imposed on a director or officer of a benefit corporation pursuant to this chapter; or

3. Failure of a benefit corporation to deliver or post on its Internet website an annual benefit report as required by NRS 78B.170 .
Nev. Rev. Stat. § 78.0298 — NV Code / Title 7 / Chapter 78 / Section 78.0298
Records or signatures maintained by corporation
Status: in_force

No record or signature maintained by a corporation is required to be created, generated, sent, communicated, received, stored or otherwise processed or used by electronic means or in electronic form.
Nev. Rev. Stat. § 78.138 — NV Code / Title 7 / Chapter 78 / Section 78.138
Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors
Status: in_force

1. The fiduciary duties of directors and officers are to exercise their respective powers in good faith and with a view to the interests of the corporation.

2. In exercising their respective powers, directors and officers may, and are entitled to, rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, that are prepared or presented by: (a) One or more directors, officers or employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented; (b) Counsel, public accountants, financial advisers, valuation advisers, investment bankers or other persons as to matters reasonably believed to be within the preparer's or presenter's professional or expert competence; or (c) A committee on which the director or officer relying thereon does not serve, established in accordance with NRS 78.125 , as to matters within the committee's designated authority and matters on which the committee is reasonably believed to merit confidence, but a director or officer is not entitled to rely on such information, opinions, reports, books of account or statements if the director or officer has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.

3. Except as otherwise provided in subsection 1 of NRS 78.139 , directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation. A director or officer is not individually liable for damages as a result of an act or failure to act in his or her capacity as a director or officer except as described in subsection 7.

4. Directors and officers, in exercising their respective powers with a view to the interests of the corporation, may: (a) Consider all relevant facts, circumstances, contingencies or constituencies, which may include, without limitation, one or more of the following: (1) The interests of the corporation's employees, suppliers, creditors or customers; (2) The economy of the State or Nation; (3) The interests of the community or of society; (4) The long-term or short-term interests of the corporation, including the possibility that these interests may be best served by the continued independence of the corporation; or (5) The long-term or short-term interests of the corporation's stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. (b) Consider or assign weight to the interests of any particular person or group, or to any other relevant facts, circumstances, contingencies or constituencies.

5. Directors and officers are not required to consider, as a dominant factor, the effect of a proposed corporate action upon any particular group or constituency having an interest in the corporation.

6. The provisions of subsections 4 and 5 do not create or authorize any causes of action against the corporation or its directors or officers.

7. Except as otherwise provided in NRS 35.230 , 90.660 , 91.250 , 452.200 , 452.270 , 668.045 and 694A.030 , or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless: (a) The presumption established by subsection 3 has been rebutted; and (b) It is proven that: (1) The director's or officer's act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and (2) Such breach involved intentional misconduct, fraud or a knowing violation of law.

8. This section applies to all cases, circumstances and matters, including, without limitation, any change or potential change in control of the corporation unless otherwise provided in the articles of incorporation or an amendment thereto.
Nev. Rev. Stat. § 92A.195 — NV Code / Title 7 / Chapter 92A / Section 92A.195
Conversion of foreign or domestic entity or foreign or domestic general partnership
Status: in_force

1. One foreign entity or foreign general partnership may convert into one domestic entity if: (a) The conversion is permitted by the law of the jurisdiction governing the foreign entity or foreign general partnership and the foreign entity or foreign general partnership complies with that law in effecting the conversion; (b) The foreign entity or foreign general partnership complies with the applicable provisions of NRS 92A.205 , 92A.207 , 92A.210 , 92A.230 and 92A.240 ; and (c) The resulting domestic entity complies with the applicable provisions of NRS 92A.205 and 92A.220 .

2. One domestic entity or domestic general partnership may convert into one foreign entity if: (a) The conversion is permitted by the law of the jurisdiction governing the resulting foreign entity and the resulting foreign entity complies with that law in effecting the conversion; and (b) The domestic entity complies with the applicable provisions of NRS 92A.105 , 92A.120 , 92A.135 , 92A.140 , 92A.165 , 92A.205 , 92A.207 , 92A.210 , 92A.230 and 92A.240 .

3. When a conversion pursuant to subsection 2 takes effect, the resulting foreign entity shall be deemed to have appointed the Secretary of State as its agent for service of process in a proceeding to enforce any obligation. Service of process must be made personally by delivering to and leaving with the Secretary of State duplicate copies of the process and the payment of a fee of $100 for accepting and transmitting the process. The Secretary of State shall send one of the copies of the process by registered or certified mail to the resulting entity at its specified address, unless the resulting entity has designated in writing to the Secretary of State a different address for that purpose, in which case it must be mailed to the last address so designated.
Nev. Rev. Stat. § 78.411 — NV Code / Title 7 / Chapter 78 / Section 78.411
Definitions
Status: in_force

As used in NRS 78.411 to 78.444 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.412 to 78.431 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 92A.460 — NV Code / Title 7 / Chapter 92A / Section 92A.460
Payment for shares: General requirements
Status: in_force

1. Except as otherwise provided in NRS 92A.470 , within 30 days after receipt of a demand for payment pursuant to NRS 92A.440 , the subject corporation shall pay in cash to each dissenter who complied with NRS 92A.440 the amount the subject corporation estimates to be the fair value of the dissenter's shares, plus accrued interest. The obligation of the subject corporation under this subsection may be enforced by the district court: (a) Of the county where the subject corporation's principal office is located; (b) If the subject corporation's principal office is not located in this State, in the county in which the corporation's registered office is located; or (c) At the election of any dissenter residing or having its principal or registered office in this State, of the county where the dissenter resides or has its principal or registered office. The court shall dispose of the complaint promptly.

2. The payment must be accompanied by: (a) The subject corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders' equity for that year or, where such financial statements are not reasonably available, then such reasonably equivalent financial information and the latest available quarterly financial statements, if any; (b) A statement of the subject corporation's estimate of the fair value of the shares; and (c) A statement of the dissenter's rights to demand payment under NRS 92A.480 and that if any such stockholder does not do so within the period specified, such stockholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this chapter.
Nev. Rev. Stat. § 76.035 — NV Code / Title 7 / Chapter 76 / Section 76.035
“Unit-owners’ association” defined
Status: in_force

“ Unit-owners' association ” has the meaning ascribed to it in NRS 116.011 .
Nev. Rev. Stat. § 92A.207 — NV Code / Title 7 / Chapter 92A / Section 92A.207
Form required for filing of records
Status: in_force

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

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

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

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
Nev. Rev. Stat. § 86.546 — NV Code / Title 7 / Chapter 86 / Section 86.546
Name for registration
Status: in_force

A foreign limited-liability company may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, which contains the words required by NRS 86.171 and which could be registered by a domestic limited-liability company.
Nev. Rev. Stat. § 81.570 — NV Code / Title 7 / Chapter 81 / Section 81.570
References to Internal Revenue Code
Status: in_force

As used in NRS 81.550 to 81.660 , inclusive, unless otherwise indicated, section references are to the Internal Revenue Code of 1954 and include future amendments to those sections and corresponding provisions of future internal revenue laws.
Nev. Rev. Stat. § 82.446 — NV Code / Title 7 / Chapter 82 / Section 82.446
Voluntary dissolution at request of members
Status: in_force

1. A corporation may be dissolved and its affairs wound up voluntarily by the written request of a majority of the members and any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091 . The request must: (a) Be addressed to the directors. (b) Specify reasons why the winding up of affairs of the corporation is deemed advisable. (c) Name three persons who are members to act as trustees in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.

2. Upon filing of the request with the directors and in the Office of the Secretary of State, all powers of the directors cease.
Nev. Rev. Stat. § 87A.325 — NV Code / Title 7 / Chapter 87A / Section 87A.325
No right or power as limited partner to bind limited partnership
Status: in_force

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
Nev. Rev. Stat. § 87A.595 — NV Code / Title 7 / Chapter 87A / Section 87A.595
Defaulting partnerships: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 87A.580 , the Secretary of State shall reinstate a foreign limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited partnership its right to transact business in this State, and to exercise its privileges and immunities, if it: (a) Files with the Secretary of State: (1) The list required by NRS 87A.560 ; (2) The statement required by NRS 87A.565 , if applicable; (3) The information required pursuant to NRS 77.310 ; and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the foreign limited partnership; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 87A.560 and 87A.585 for each year or portion thereof that its right to transact business was forfeited; (2) The fee set forth in NRS 87A.565 , if applicable; and (3) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the foreign limited partnership, the Secretary of State shall issue to the foreign limited partnership a certificate of reinstatement if the foreign limited partnership: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to NRS 87A.315 .

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

4. If the right of a foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.

5. A reinstatement pursuant to this section relates back to the date on which the foreign limited partnership forfeited its right to transact business under the provisions of this chapter and reinstates the foreign limited partnership's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 88A.300 — NV Code / Title 7 / Chapter 88A / Section 88A.300
General powers
Status: in_force

A business trust formed and existing pursuant to this chapter has such powers as are necessary or convenient to effect any of the purposes for which the business trust is formed.
Nev. Rev. Stat. § 88.410 — NV Code / Title 7 / Chapter 88 / Section 88.410
Defaulting partnerships: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 88.3355 , the Secretary of State shall reinstate any limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and restore to the limited partnership its right to carry on business in this State, and to exercise its privileges and immunities if it: (a) Files with the Secretary of State: (1) The list required pursuant to NRS 88.395 ; (2) The statement required by NRS 88.397 , if applicable; (3) The information required pursuant to NRS 77.310 ; and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the limited partnership; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or portion thereof during which the certificate has been revoked; (2) The fee set forth in NRS 88.397 , if applicable; and (3) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the limited partnership, the Secretary of State shall issue to the limited partnership a certificate of reinstatement if the limited partnership: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to NRS 88.415 .

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

4. If a limited partnership's certificate has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 years, the certificate must not be reinstated.

5. Except as otherwise provided in NRS 88.327 , a reinstatement pursuant to this section relates back to the date on which the limited partnership forfeited its right to transact business under the provisions of this chapter and reinstates the limited partnership's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 86.5425 — NV Code / Title 7 / Chapter 86 / Section 86.5425
Compensation, costs and expenses of receiver
Status: in_force

Before distribution of the assets of an insolvent limited-liability company among the creditors or members, 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. § 88A.738 — NV Code / Title 7 / Chapter 88A / Section 88A.738
Defaulting trusts: Reinstatement or revival under old or new name; regulations
Status: reserved

1. Except as otherwise provided in subsection 2, if a foreign business trust applies to reinstate or revive its certificate of trust and its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign business trust must submit in writing in its application for reinstatement or revival 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 business trust under that new name.

2. If the applying foreign business trust 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 business trust or a new name it has submitted, it may be reinstated or revived under that name.

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

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 90.390 — NV Code / Title 7 / Chapter 90 / Section 90.390
Requirements after licensing
Status: in_force

1. The Administrator by regulation may require that: (a) A licensed broker-dealer who is not registered under the Securities Exchange Act of 1934 1 maintain minimum net capital and a prescribed ratio between net capital and aggregate indebtedness, which may vary with type or class of broker-dealer; or (b) A licensed investment adviser who is not registered under the Investment Advisers Act of 1940 maintain a minimum net worth.

2. If a licensed broker-dealer or investment adviser knows, or has reasonable cause to know, that a requirement imposed on it under this section is not being met, the broker-dealer or investment adviser shall promptly notify the Administrator of its current financial condition.

3. The Administrator by regulation may require a fidelity bond from a broker-dealer who is not registered under the Securities Exchange Act of 1934.

4. A licensed broker-dealer or investment adviser shall file financial and other reports that the Administrator determines by regulation or order are necessary, but filing a copy of the financial reports filed under the Securities Exchange Act of 1934, in the case of a broker-dealer, or the Investment Advisers Act of 1940, 2 in the case of an investment adviser, satisfies the requirements regarding the filing of financial reports pursuant to this subsection.

5. A licensed broker-dealer, sales representative, investment adviser or representative of an investment adviser shall make and maintain records that the Administrator determines by regulation are necessary and appropriate, but compliance with the recordkeeping requirements of the Securities Exchange Act of 1934, in the case of a broker-dealer, or the Investment Advisers Act of 1940, in the case of an investment adviser, satisfies the requirements of this subsection.

6. Required records may be maintained in any form of data storage if they are readily accessible to the Administrator. Required records must be preserved for 5 years unless the Administrator by regulation specifies a different period for a particular type or class of records.

7. If the information contained in a record filed with the Administrator as part of the application for licensing or under the section, except information the Administrator by regulation or order excludes, is or becomes inaccurate or incomplete in a material respect, the licensed person shall promptly file correcting information, unless notification of termination has been given pursuant to subsection 5 of NRS 90.380 .

1 15 USCA § 78a et seq.

2 15 USCA § 80b-1 et seq.
Nev. Rev. Stat. § 78B.140 — NV Code / Title 7 / Chapter 78B / Section 78B.140
Creation of general and specific public benefits; required and optional provisions of articles of incorporation
Status: in_force

1. A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the corporation's purpose under NRS 78.030 and any specific purpose set forth in its articles of incorporation pursuant to NRS 78.037 .

2. In addition to the provisions required to be stated in the articles of incorporation pursuant to NRS 78.035 , the articles of incorporation of a benefit corporation must contain a statement that the corporation is a benefit corporation. The articles of incorporation may identify the creation of one or more specific public benefits as a purpose or as purposes of the benefit corporation. The identification of any specific public benefit pursuant to this subsection does not limit the obligation of the benefit corporation to create general public benefit.

3. The creation of general and specific public benefits as provided in subsections 1 and 2 is in the best interests of the benefit corporation.

4. A professional corporation that is a benefit corporation does not violate NRS 89.050 by providing the professional services for which it was incorporated for the purpose of creating general public benefit or any specific public benefit.

5. A benefit corporation may amend its articles of incorporation to add, amend or delete the identification of any specific public benefit that must be the purpose of the benefit corporation to create. To be effective, the amendment must be adopted by at least the minimum status vote.
Nev. Rev. Stat. § 81.957 — NV Code / Title 7 / Chapter 81 / Section 81.957
Revocation of election to be governed as worker cooperative
Status: in_force

1. A worker cooperative may revoke its election to be governed as a worker cooperative pursuant to NRS 81.919 : (a) In a manner as provided by the articles of incorporation or bylaws of the worker cooperative, but by not less than a majority vote of the members; and (b) Through a certificate of amendment filed pursuant to chapter 78 of NRS.

2. A worker cooperative that revokes its election pursuant to subsection 1 shall, in its certificate of amendment, provide for the conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with chapter 78 of NRS.
Nev. Rev. Stat. § 78.740 — NV Code / Title 7 / Chapter 78 / Section 78.740
Renewal or revival: Status of corporation
Status: in_force

1. Any corporation existing on or incorporated after April 1, 1925, desiring to renew or revive its corporate existence, upon complying with the provisions of this chapter, is and continues for the time stated in its certificate of renewal to be a corporation, and in addition to the rights, privileges and immunities conferred by its original charter, possesses and enjoys all the benefits of this chapter that are applicable to the nature of its business, and is subject to the restrictions and liabilities by this chapter imposed on such corporations.

2. Except as otherwise provided in NRS 78.185 , a renewal or revival pursuant to NRS 78.730 relates back to the date on which the corporation's charter expired or was revoked and renews or revives the corporation's charter and right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 92A.007 — NV Code / Title 7 / Chapter 92A / Section 92A.007
“Approval” and “vote” defined
Status: in_force

“Approval” and “vote” as describing action by directors or stockholders mean the vote by directors in person or by written consent, or action of stockholders in person, by proxy or by written consent.
Nev. Rev. Stat. § 78.429 — NV Code / Title 7 / Chapter 78 / Section 78.429
“Share” defined
Status: in_force

“ Share ” means:

1. Any share of stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting-trust certificate, or any certificate of deposit for a share, in each case representing, directly or indirectly, equity ownership; and

2. Any security convertible, with or without consideration, into shares, or any warrant, call or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares.
Nev. Rev. Stat. § 86.286 — NV Code / Title 7 / Chapter 86 / Section 86.286
Operating agreement
Status: in_force

1. A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous written consent of the members, which may be in any tangible or electronic format, or by the sole member. If any operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law and any attempt to otherwise amend the operating agreement shall be deemed void and of no legal force or effect unless otherwise provided in the operating agreement. Unless otherwise provided in the operating agreement, amendments to the agreement may be adopted only by the unanimous vote or unanimous written consent of the persons who are members at the time of amendment.

2. An operating agreement may be adopted before, after or at the time of the filing of the articles of organization and, whether entered into before, after or at the time of the filing, may become effective at the formation of the limited-liability company or at a later date specified in the operating agreement. If an operating agreement is adopted: (a) Before the filing of the articles of organization or before the effective date of formation specified in the articles of organization, the operating agreement is not effective until the effective date of formation of the limited-liability company. (b) After the filing of the articles of organization or after the effective date of formation specified in the articles of organization, the operating agreement binds the limited-liability company and may be enforced whether or not the limited-liability company assents to the operating agreement.

3. An operating agreement may provide that a certificate of limited-liability company interest issued by the limited-liability company may evidence a member's interest in a limited-liability company.

4. An operating agreement: (a) May provide, but is not required to provide: (1) Rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein; (2) For the admission of any person as a member of the company dependent upon any fact or event that may be ascertained outside the articles of organization or the operating agreement, if the manner in which the fact or event may operate on the determination of the person or the admission of the person as a member of the company is set forth in the articles of organization or the operating agreement; (3) That the personal representative of the last remaining member is obligated to agree in writing to the admission of the personal representative, or its nominee or designee, as a member of the company effective upon the occurrence of the event that terminated the last remaining member's status as a member of the company; (4) For the admission of any person as a member of the company upon or after the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of, or any other event affecting, a member or the last remaining member, or after there is no longer a member of the company; or (5) Any other provision, not inconsistent with law or the articles of organization, which the members elect to set out in the operating agreement for the regulation of the internal affairs of the company. (b) Must be interpreted and construed to give the maximum effect to the principle of freedom of contract and enforceability.

5. If, and to the extent that, a member or manager or other person has duties to a limited-liability company, to another member or manager, or to another person that is a party to or is otherwise bound by the operating agreement, such duties may be expanded, restricted or eliminated by provisions in the operating agreement, except that an operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

6. Unless otherwise provided in an operating agreement, a member, manager or other person is not liable for breach of duties, if any, to a limited-liability company, to any of the members or managers or to another person that is a party to or otherwise bound by the operating agreement for conduct undertaken in the member's, manager's or other person's good faith reliance on the provisions of the operating agreement.

7. An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, if any, of a member, manager or other person to a limited-liability company, to any of the members or managers, or to another person that is a party to or is otherwise bound by the operating agreement. An operating agreement may not limit or eliminate liability for any conduct that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

8. The Secretary of State may make available a model operating agreement for use by and at the discretion of a limited-liability company according to such terms and limitations as established by the Secretary of State. The use of such an operating agreement does not create a presumption that the contents of the operating agreement are accurate or that the operating agreement is valid.
Nev. Rev. Stat. § 81.953 — NV Code / Title 7 / Chapter 81 / Section 81.953
Validity of business transacted at meeting that does not meet notice requirements; waivers of notice
Status: in_force

1. Any business transacted at a meeting that does not meet the notice requirements pursuant to NRS 81.939 to 81.951 , inclusive, is valid if: (a) There was a quorum of the members present at the meeting; and (b) Each member not present at such a meeting: (1) Was provided a written waiver of the notice; (2) Consented to the holding of the meeting without his or her presence; or (3) Approved the minutes of the meeting in writing.

2. The attendance of a person at a meeting constitutes waiver of the notice pursuant to subsection 1 unless the person objects at the beginning of the meeting to the transaction of business at the meeting on the basis of improper notice pursuant to NRS 81.939 to 81.951 , inclusive.

3. A written waiver of notice is not required to include a provision for each item of business to be transacted at a meeting unless otherwise specified by the articles of incorporation or bylaws of the worker cooperative.
Nev. Rev. Stat. § 88.342 — NV Code / Title 7 / Chapter 88 / Section 88.342
Business which may be carried on; prohibition against formation of limited partnership for certain illegal purposes
Status: in_force

1. A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or insurance.

2. A person shall not form a limited partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
Nev. Rev. Stat. § 92A.133 — NV Code / Title 7 / Chapter 92A / Section 92A.133
Circumstances under which vote of stockholders of domestic corporation not required to authorize merger in which domestic corporation is constituent entity
Status: in_force

1. Unless otherwise expressly required by the articles of incorporation, no vote of the stockholders of a domestic corporation is necessary to authorize a merger in which the domestic corporation is a constituent entity if the plan of merger expressly permits or requires the merger to be effected under this section and: (a) The ownership threshold requirement is satisfied without any offer, subject to the provisions of subsection 2; or (b) The ownership threshold requirement is satisfied in whole or in part by way of an offer and: (1) The domestic corporation has been a publicly traded corporation at all times during the period between: (I) The date of the commencement of the offer or the date of the adoption of the plan of merger by the board of directors of the domestic corporation, whichever is earlier; and (II) The effective date of the merger; and (2) The plan of merger requires that: (I) The merger must be effected as soon as practicable following the consummation of the offer if the merger is effected under this section; and (II) Each outstanding share of each class or series of stock of the domestic corporation that is the subject of, and not irrevocably accepted for purchase or exchange in, the offer must be converted in such merger into, or into the right to receive, the same amount and kind of cash, property, rights or securities to be paid for shares of such class or series of stock of the domestic corporation irrevocably accepted for purchase or exchange in the offer. The plan of merger may expressly provide that the requirements of this sub-subparagraph must not apply to specified categories of excluded shares.

2. If a merger pursuant to this section is to be effectuated without any offer: (a) The ownership threshold requirement must be satisfied without counting the voting power of any shares of the stock of the domestic corporation acquired from the domestic corporation, or any of the directors, officers, affiliates or associates thereof, within the 6 months immediately preceding the adoption of the plan of merger by the board of directors of the domestic corporation; (b) The domestic corporation must provide notice of the merger to all of its stockholders not less than 30 days before the effective date of the merger; and (c) The domestic corporation must have been a publicly traded corporation at all times during the period between the date of the adoption of the plan of merger by the board of directors of the domestic corporation and the effective date of the merger.

3. This section does not apply to circumvent or contravene the provisions of NRS 78.378 to 78.3793 , inclusive, or NRS 78.411 to 78.444 , inclusive.

4. As used in this section: (a) “ Affiliate ” has the meaning ascribed to it in NRS 78.412 . (b) “ Associate ” has the meaning ascribed to it in NRS 78.413 . (c) “ Consummation ” means the irrevocable acceptance for purchase or exchange of shares tendered pursuant to an offer. (d) “ Excluded shares ” means: (1) Rollover shares; and (2) Shares of the domestic corporation that are owned beneficially or of record at the commencement of an offer by: (I) The domestic corporation; (II) The constituent entity making the offer; (III) Any person who owns, directly or indirectly, all of the outstanding equity interests of the constituent entity making the offer; or (IV) Any direct or indirect wholly owned subsidiary of any of the foregoing. (e) “ Offer ” means an offer made by the other constituent entity in the merger for all of the outstanding shares of each class or series of stock of the domestic corporation listed on a national securities exchange, on the terms provided in the plan of merger that, absent this section, would be entitled to vote on the approval of the plan of merger. The other constituent entity in the merger may, but is not required to, engage in the consummation of separate offers for separate classes or series of the stock of the domestic corporation. An offer may, but is not required to: (1) Exclude any excluded shares; and (2) Be conditioned on the tender of a minimum number or proportion of shares of any class or series of the stock of the domestic corporation. (f) “ Owned affiliate ” means, with respect to a constituent entity, any other person who owns, directly or indirectly, all of the outstanding equity interests of the constituent entity, or any direct or indirect wholly owned subsidiary of the constituent entity or other person. (g) “ Ownership threshold requirement ” means that the voting power of the stock of the domestic corporation otherwise owned beneficially or of record by the other constituent entity in the merger or any of the owned affiliates of the other constituent entity, together with the voting power of any rollover shares and any shares irrevocably accepted for purchase or exchange pursuant to any offer and received before the expiration of the offer by the agent or depositary appointed to facilitate the consummation of the offer, equals at least that proportion of the voting power of the stock, and of each class or series thereof, of the domestic corporation that, absent this section, would be required to approve the plan of merger under this chapter and the articles of incorporation and bylaws of the domestic corporation. For the purposes of this paragraph, shares are received: (1) If the shares are certificated shares, upon physical receipt by the agent or depositary of a stock certificate with an executed letter of transmittal or other instrument of transfer; (2) If the shares are uncertificated shares held of record by a clearing corporation as nominee, upon transfer into the account of the agent or depositary by way of an agent's message; and (3) If the shares are uncertificated shares held of record by a person other than a clearing corporation as nominee, upon physical receipt by the agent or depositary of an executed letter of transmittal or other instrument of transfer. (h) “ Publicly traded corporation ” means a domestic corporation that has a class or series of voting shares which is a covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(1)(A) or (B) , as amended. (i) “ Rollover shares ” means any shares of any class or series of the capital stock of the domestic corporation that are the subject of a written agreement requiring such shares to be contributed or otherwise transferred to the other constituent entity in the merger or any of the owned affiliates of the other constituent entity in exchange for shares or other equity interest in the other constituent entity or any of its owned affiliates. Shares must cease to be rollover shares if, as of the effective time of the merger, the shares have not been contributed or otherwise transferred pursuant to the written agreement.
Nev. Rev. Stat. § 81.110 — NV Code / Title 7 / Chapter 81 / Section 81.110
General powers
Status: in_force

A corporation incorporated pursuant to NRS 81.010 to 81.160 , inclusive, may:

1. Appoint such agents and officers as its business may require, and the appointed agents may be either persons or corporations.

2. Admit persons and corporations to membership in the corporation.

3. Expel any member pursuant to the provisions of its bylaws.

4. Forfeit the membership of any member for violation of any agreement between the member and the corporation or for the member’s violation of its bylaws.

5. Purchase, lease or otherwise acquire, and hold, own, enjoy, sell, lease, mortgage and otherwise encumber and dispose of, real and personal property.

6. Carry on any operation necessary or convenient in connection with the transactions of any of its business.
Nev. Rev. Stat. § 88.591 — NV Code / Title 7 / Chapter 88 / Section 88.591
Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations
Status: in_force

1. Each foreign limited partnership doing business in this State shall, at the time of the filing of its application for registration as a foreign limited partnership with the Secretary of State, or, if the foreign limited partnership has selected an alternative due date pursuant to subsection 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of 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 partnership; (b) The file number of the foreign limited partnership, if known; (c) The names of all its general partners; (d) The address, either residence or business, of each general partner; and (e) The signature of a general partner of the foreign limited partnership, or some other person specifically authorized by the foreign limited partnership 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 partnership has complied with the provisions of chapter 76 of NRS; (b) The foreign 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. Upon filing: (a) The initial list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $150. (b) Each annual list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $150.

4. If a foreign 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 this section is filed, the foreign limited partnership or the resigning general partner is not required to pay a fee for filing the amended list.

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

6. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each foreign limited partnership, which is required to comply with the provisions of NRS 88.591 to 88.5945 , 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 partnership to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 88.591 to 88.5945 , 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 partnership 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 subsection 1 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 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 .

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

11. The Secretary of State may adopt regulations to administer the provisions of subsection 10.
Nev. Rev. Stat. § 90.377 — NV Code / Title 7 / Chapter 90 / Section 90.377
Application for renewal of license to include information relating to state business license; denial of renewal for unpaid debt assigned to State Controller for collection
Status: in_force

1. In addition to any other requirements set forth in this chapter, an applicant for the renewal of a license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent must indicate in the application submitted to the Administrator whether the applicant has a state business license. If the applicant has a state business license, the applicant must include in the application the business identification number assigned by the Secretary of State pursuant to NRS 225.082 .

2. A license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent may not be renewed by the Administrator if: (a) The applicant fails to submit the information required by subsection 1; or (b) The State Controller has informed the Administrator pursuant to subsection 5 of NRS 353C.1965 that the applicant owes a debt to an agency that has been assigned to the State Controller for collection and the applicant has not: (1) Satisfied the debt; (2) Entered into an agreement for the payment of the debt pursuant to NRS 353C.130 ; or (3) Demonstrated that the debt is not valid.

3. As used in this section: (a) “ Agency ” has the meaning ascribed to it in NRS 353C.020 . (b) “ Debt ” has the meaning ascribed to it in NRS 353C.040 .
Nev. Rev. Stat. § 87.4323 — NV Code / Title 7 / Chapter 87 / Section 87.4323
Partnership property
Status: in_force

Property acquired by a partnership is property of the partnership and not of the partners individually.
Nev. Rev. Stat. § 86.243 — NV Code / Title 7 / Chapter 86 / Section 86.243
Denial of right to obtain or examine records; action to enforce right to obtain or examine records; defense to action for penalties or damages; authority of court to compel production of records
Status: in_force

1. The rights authorized by NRS 86.241 may be denied to a member or manager, as the case may be, or to such person's attorney or other agent, upon the refusal of the member or manager to furnish to the limited-liability company an affidavit that the provision or examination of records is not desired for a purpose which is in the interest of a business or object other than the business of the company and that such person has not at any time sold or offered for sale any list of members of any domestic or foreign limited-liability company or any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record for any such purpose.

2. Any action to enforce any rights arising under NRS 86.241 must be brought in the district court for the county in which the limited-liability company has its principal place of business or if such principal office is not located in this State, the county in which the company's registered office is located. If the company refuses to permit a member to obtain or a manager to examine the records described in NRS 86.241 or does not reply to a demand within 10 business days after the demand has been made, the demanding member or manager may apply to the district court for an order to compel such action.

3. The district court has exclusive jurisdiction to determine whether or not the person seeking such records is entitled to the records sought. The district court may: (a) Order the limited-liability company to permit the demanding member to obtain or manager to examine the records described in NRS 86.241 and to make copies or abstracts therefrom; (b) Order the company to furnish to the demanding member or manager the records described in NRS 86.241 on the condition that the demanding member or manager first pay to the company the reasonable cost of obtaining and furnishing such records and on such other conditions as the district court deems appropriate; (c) In its discretion, prescribe any limitations or conditions with reference to the obtaining or examining of records, or award such other or further relief including an award of attorney's fees and costs to the prevailing party in the dispute as the district court may deem just and proper; or (d) Order records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this State and kept in this State upon such terms and conditions as the order may prescribe.

4. It is a defense to any action for penalties or damages under this section that the person bringing such action has at any time sold or offered for sale any list of members of any domestic or foreign limited-liability company or any list of stockholders of any domestic or foreign corporation, or has aided or abetted any person in procuring any such record for any such purpose, or that the person bringing such action desired inspection for a purpose which is in the interest of a business or object other than the business of the company.

5. This section does not impair the power or jurisdiction of any court to compel the production for examination of the records of a limited-liability company in any proper case.
Nev. Rev. Stat. § 78.3782 — NV Code / Title 7 / Chapter 78 / Section 78.3782
“Acquiring person” defined
Status: in_force

“Acquiring person” means any person who, individually or in association with others, acquires or offers to acquire, directly or indirectly, a controlling interest in an issuing corporation. The term does not include any person who, in the ordinary course of business and without an intent to avoid the requirements of NRS 78.378 to 78.3793 , inclusive, acquires voting shares for the benefit of others, in respect of which the person is not specifically authorized to exercise or direct the exercise of voting rights.
Nev. Rev. Stat. § 87.070 — NV Code / Title 7 / Chapter 87 / Section 87.070
Rules for determining existence of partnership
Status: in_force

In determining whether a partnership exists, these rules apply:

1. Except as provided by NRS 87.160 , persons who are not partners as to each other are not partners as to third persons.

2. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.

3. The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

4. The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but no such inference may be drawn if such profits were received in payment: (a) As a debt by installments or otherwise; (b) As wages of an employee or rent to a landlord; (c) As an annuity to a surviving spouse or representative of a deceased partner; (d) As interest on a loan, though the amount of payment vary with the profits of the business; or (e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.
Nev. Rev. Stat. § 86.5427 — NV Code / Title 7 / Chapter 86 / Section 86.5427
Acts of majority of receivers effectual; removal and vacancies
Status: in_force

1. Every matter and thing by this chapter required to be done by receivers or trustees shall be good and effectual, to all intents and purposes, if performed by a majority of them.

2. The district court may remove any receiver or trustee and appoint another or others in his or her place to fill any vacancy which may occur.
Nev. Rev. Stat. § 88.528 — NV Code / Title 7 / Chapter 88 / Section 88.528
Nature of interest in partnership
Status: in_force

A partnership interest is personal property.
Nev. Rev. Stat. § 82.078 — NV Code / Title 7 / Chapter 82 / Section 82.078
Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology
Status: in_force

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms “ meeting ,” “ writing ,” “ written ” and other terms to allow a corporation or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing and telecommunications.
Nev. Rev. Stat. § 87A.590 — NV Code / Title 7 / Chapter 87A / Section 87A.590
Defaulting partnerships: Duties of Secretary of State
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership deemed in default pursuant to NRS 87A.585 . The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.

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

3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership specified in subsection 2 of the forfeiture of its right to transact business. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.
Nev. Rev. Stat. § 87.445 — NV Code / Title 7 / Chapter 87 / Section 87.445
Penalty for purporting to do business as registered limited-liability partnership without registration; enforcement; regulations
Status: in_force

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

2. When the Secretary of State is advised that a person is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person's principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person's principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in 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 registered limited-liability partnership to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

4. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 82.251 — NV Code / Title 7 / Chapter 82 / Section 82.251
Expulsion of member; suspension or termination of membership
Status: in_force

1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed term.

2. A procedure is fair and reasonable when it is fair and reasonable taking into consideration all of the relevant facts and circumstances. In addition, a procedure is fair and reasonable if it provides: (a) Not less than 15 days' prior written notice of the expulsion, suspension or termination, and the reasons for it; and (b) An opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension or termination by a person authorized to decide that the proposed expulsion, termination or suspension not take place.

3. A proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be begun within 1 year after the effective date of the expulsion, suspension or termination.

4. The expulsion or suspension of a member, or termination of a membership, does not relieve the member from obligations the member may have to the corporation for dues, assessments or fees or charges for goods or services.
Nev. Rev. Stat. § 92A.055 — NV Code / Title 7 / Chapter 92A / Section 92A.055
“Foreign” defined
Status: in_force

“Foreign” as applied to an entity means one not organized or existing under the laws of this State.
Nev. Rev. Stat. § 88.3355 — NV Code / Title 7 / Chapter 88 / Section 88.3355
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 limited partnership shall maintain at its principal place of business in this State or with the custodian of records as referred to in paragraph (a) of subsection 1 of NRS 88.330 , the list required pursuant to paragraph (a) of subsection 1 of NRS 88.335 .

2. Upon the request of the Secretary of State, the limited partnership shall: (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1, if different than the registered agent for such limited partnership. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State. (b) Provide written notice to the Secretary of State within 10 days after any change in the custodian of the list described in 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 limited partnership to: (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to paragraph (a) of subsection 1 of NRS 88.335 ; or (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

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

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 90.260 — NV Code / Title 7 / Chapter 90 / Section 90.260
“Nonissuer transaction” defined
Status: in_force

“Nonissuer transaction” means a transaction not directly or indirectly for the benefit of the issuer.
Nev. Rev. Stat. § 88.560 — NV Code / Title 7 / Chapter 88 / Section 88.560
Winding up
Status: in_force

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the district court may wind up the limited partnership's affairs upon application of any partner or the partner’s legal representative or assignee.
Nev. Rev. Stat. § 86.216 — NV Code / Title 7 / Chapter 86 / Section 86.216
Amendment of articles of organization before issuance of member's interest
Status: in_force

1. For any limited-liability company where management is vested in one or more managers and where no member's interest in the limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may amend the articles of organization of the limited-liability company by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that: (a) The signers thereof are at least two-thirds of the organizers or the managers of the limited-liability company, and state the name of the limited-liability company; and (b) As of the date of the certificate, no member's interest in the limited-liability company has been issued.

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

3. If a certificate filed pursuant to this section specifies a later effective date and if no member's interest in the limited-liability company has been issued, the managers of the limited-liability company may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that: (a) Is filed before the effective date specified in the certificate filed with the Secretary of State pursuant to subsection 1; (b) Identifies the certificate being terminated; (c) States that no member's interest in the limited-liability company has been issued; (d) States that the effectiveness of the certificate has been terminated; (e) Is signed by at least two-thirds of the managers; and (f) Is accompanied by a filing fee of $175.

4. This section does not permit the insertion of any matter not in conformity with this chapter.
Nev. Rev. Stat. § 80.016 — NV Code / Title 7 / Chapter 80 / Section 80.016
Determination of whether solicitation is made or accepted
Status: in_force

For the purposes of NRS 80.015 :

1. 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. § 88A.420 — NV Code / Title 7 / Chapter 88A / Section 88A.420
Cancellation of certificate of trust upon termination of trust
Status: in_force

1. A certificate of trust must be cancelled upon the completion or winding up of the business trust and its termination. A certificate of cancellation must be signed by a trustee, filed with the Secretary of State, and set forth: (a) The name of the business trust; (b) The effective date and time of the cancellation if other than the time of the filing of the certificate, which date must not be more than 90 days after the date on which the certificate is filed; and (c) Any other information the trustee determines to include.

2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the certificate of trust is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 92A.200 — NV Code / Title 7 / Chapter 92A / Section 92A.200
Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts
Status: in_force

1. After a plan of merger or exchange is approved as required by this chapter, the surviving or acquiring entity shall deliver to the Secretary of State for filing articles of merger or exchange setting forth: (a) The name and jurisdiction of organization of each constituent entity; (b) That a plan of merger or exchange has been adopted by each constituent entity or the parent domestic entity only, if the merger is pursuant to NRS 92A.180 ; (c) If approval of the owners of one or more constituent entities was not required, a statement to that effect and the name of each entity; (d) If approval of owners of one or more constituent entities was required, the name of each entity and a statement for each entity that the plan was approved by the required consent of the owners; (e) In the case of a merger, the amendment, if any, to the charter document of the surviving entity, which amendment may be set forth in the articles of merger as a specific amendment or in the form of an amended and restated charter document or attached in that form as an exhibit; and (f) If the entire plan of merger or exchange is not set forth, a statement that the complete signed plan of merger or plan of exchange is on file at the principal office or with the custodian of records if a corporation, limited-liability company or business trust, or at the principal office or with the custodian of records, as described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330 , if a limited partnership, or other place of business of the surviving entity or the acquiring entity, respectively.

2. Any of the terms of the plan of merger, conversion or exchange may be made dependent upon facts ascertainable outside of the plan of merger, conversion or exchange, provided that the plan of merger, conversion or exchange clearly and expressly sets forth the manner in which such facts shall operate upon the terms of the plan. As used in this section, the term “ facts ” includes, without limitation, the occurrence of an event, including a determination or action by a person or body, including a constituent entity.
Nev. Rev. Stat. § 81.040 — NV Code / Title 7 / Chapter 81 / Section 81.040
Articles of incorporation: Required provisions
Status: in_force

Each corporation formed under NRS 81.010 to 81.160 , inclusive, must prepare and file articles of incorporation in writing, setting forth:

1. The name of the corporation, which must contain the word “Cooperative” or “Co-op” or the abbreviation “N.C.C.”

2. The purpose for which it is formed.

3. The information required pursuant to NRS 77.310 .

4. The term for which it is to exist, which may be perpetual.

5. If formed with stock, the amount of its stock and the number and par value, if any, and the shares into which it is divided, and the amount of common and of preferred stock that may be issued with the preferences, privileges, voting rights, restrictions and qualifications pertaining thereto.

6. The names and addresses of those selected to act as directors, not less than three, for the first year or until their successors have been elected and have accepted office.

7. Whether the property rights and interest of each member are equal or unequal, and if unequal the articles must set forth a general rule applicable to all members by which the property rights and interests of each member may be determined, but the corporation may admit new members who may vote and share in the property of the corporation with the old members, in accordance with the general rule.

8. The name and mailing or street address, either residence or business, of each of the incorporators signing the articles of incorporation.
Nev. Rev. Stat. § 82.116 — NV Code / Title 7 / Chapter 82 / Section 82.116
Acceptable evidence of incorporation
Status: in_force

A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under the official seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and due incorporation of the corporation therein named.
Nev. Rev. Stat. § 86.221 — NV Code / Title 7 / Chapter 86 / Section 86.221
Amendment and restatement of articles of organization
Status: in_force

1. The articles of organization of a limited-liability company may be amended for any purpose, not inconsistent with law, as determined by all of the members or permitted by the articles or an operating agreement.

2. Except as otherwise provided in NRS 77.340 , an amendment must be made in the form of a certificate setting forth: (a) The name of the limited-liability company; (b) Whether the limited-liability company is managed by managers or members; and (c) The amendment to the articles of organization.

3. The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.

4. Restated articles of organization may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the articles in any manner, it must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of organization on file with the Secretary of State are being altered or amended.

5. The following may be omitted from the restated articles of organization: (a) The names, addresses, signatures and acknowledgments of the organizers; (b) The names and addresses of the past and present members or managers; and (c) The information required pursuant to NRS 77.310 .

6. A certificate of amendment or restated articles of organization filed pursuant to this section are effective at the time of the filing of the certificate or restated articles with the Secretary of State or upon a later date and time as specified in the certificate or restated articles, which date must not be more than 90 days after the date on which the certificate or restated articles are filed. If a certificate or restated articles filed pursuant to this section specify a later effective date but do not specify an effective time, the certificate or restated articles are effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 78.573 — NV Code / Title 7 / Chapter 78 / Section 78.573
Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of dissolution required by NRS 78.780 , if the corporation provides evidence satisfactory to the Secretary of State that the corporation did not transact business in this State or as a corporation organized pursuant to the laws of this State: (a) During the entire period for which its charter was revoked; or (b) During a portion of the period for which its charter was revoked and the corporation paid the fees and penalties for the portion of that period in which the corporation transacted business in this State or as a corporation organized pursuant to the laws of this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 92A.010 — NV Code / Title 7 / Chapter 92A / Section 92A.010
“Constituent document” defined
Status: in_force

“ Constituent document ” means the articles of incorporation or bylaws of a corporation, whether or not for profit, the articles of organization or operating agreement of a limited-liability company, the certificate of limited partnership or partnership agreement of a limited partnership, or the certificate of trust or governing instrument of a business trust.
Nev. Rev. Stat. § 75.160 — NV Code / Title 7 / Chapter 75 / Section 75.160
Service of process on certain management persons
Status: in_force

1. Every nonresident of this State who, on or after October 1, 2013, accepts election or appointment, including reelection or reappointment, as a management person of an entity, or who, on or after October 1, 2014, serves in such capacity, and every resident of this State who accepts election or appointment or serves in such capacity and thereafter removes residence from this State shall be deemed, by the acceptance or by the service, to have consented to the appointment of the registered agent of the entity as an agent upon whom service of process may be made in all civil actions or proceedings brought in this State by, on behalf of or against the entity in which the management person is a necessary or proper party, or in any action or proceeding against the management person for a violation of a duty in such capacity, whether or not the person continues to serve as the management person at the time the action or proceeding is commenced. The acceptance or the service by the management person shall be deemed to be signification of the consent of the management person that any process so served has the same legal force and validity as if served upon the management person within this State.

2. Service of process must be effected by serving the registered agent with a true copy in the manner provided by law for service of process. In addition, the party serving the registered agent shall, within 7 days after such service, send by registered or certified mail, postage prepaid, copies of the documents served upon the registered agent, together with a statement that service is being made pursuant to this section, addressed to the management person at the address as it appears on the records of the Secretary of State, or if no such address appears, at the address last known to the serving party.

3. The appointment of the registered agent is irrevocable. If any entity or management person fails to appoint a registered agent, or fails to file a statement of change of registered agent pursuant to NRS 77.340 before the effective date of a vacancy in the agency pursuant to NRS 77.330 or 77.370 , on the production of a certificate of the Secretary of State showing either fact, which is conclusive evidence of the fact so certified to be made a part of the return of service, or if the street address of the registered agent of the entity is not staffed as required pursuant to NRS 14.020 , which fact is to be made part of the return of service, the management person may be served with any and all legal process, or a demand or notice described in NRS 14.020 , by delivering a copy to the Secretary of State or, in the absence of the Secretary of State, to any deputy secretary of state, and such service is valid to all intents and purposes. The copy must: (a) Include a specific citation to the provisions of this section. The Secretary of State may refuse to accept such service if the proper citation is not included. (b) Be accompanied by a fee of $10. The Secretary of State shall keep a copy of the legal process received pursuant to this section in the Office of the Secretary of State for at least 1 year after receipt thereof and shall make those records available for public inspection during normal business hours.

4. In all cases of service pursuant to subsection 3, the defendant has 40 days, exclusive of the day of service, within which to answer or plead. Before such service is authorized, the plaintiff shall make or cause to be made and filed an affidavit setting forth the facts, showing that due diligence has been used to ascertain the whereabouts of the management person to be served, and the facts showing that direct or personal service on, or notice to, the management person cannot be made.

5. If it appears from the affidavit that there is a last known address of the management person, the plaintiff shall, in addition to and after such service on the Secretary of State, mail or cause to be mailed to the management person at such address, by registered or certified mail, a copy of the summons and a copy of the complaint, and in all such cases the defendant has 40 days after the date of the mailing within which to appear in the action.

6. Service pursuant to subsection 3 provides an additional manner of serving process, and does not affect the validity of any other valid service.

7. In any action in which any management person has been served with process pursuant to subsection 2, the time in which a defendant is required to appear and file a responsive pleading must be computed from the date of mailing by the serving party. The court may grant an extension of time as may be necessary to afford the management person reasonable opportunity to defend the action.

8. In a charter or other writing, a management person or owner of any entity may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of this State, or the exclusivity of arbitration in a specified jurisdiction or this State, and to be served with process in the manner prescribed in the charter or other writing. Notwithstanding any other provision of this subsection, except by agreeing to arbitrate any arbitrable matter in a specified jurisdiction or in this State, an owner of an entity who is not a management person may not waive its right to maintain a legal action or proceeding in the courts of this State with respect to matters relating to the organization or internal affairs of an entity. Without limiting or affecting the enforceability under the laws of this State governing corporations of any consent or agreement by a management person or stockholder of a corporation, this subsection does not apply to an entity which is a corporation.

9. This section does not limit or affect the right to serve process in any other manner now existing or hereafter enacted. This section is an extension of, and not a limitation upon, the right otherwise existing of service of legal process upon nonresidents.

10. As used in this section: (a) “ Charter ” means the articles of organization or an operating agreement of a limited-liability company, the certificate of limited partnership or partnership agreement of a limited partnership or the certificate of trust or governing instrument of a business trust. (b) “ Entity ” means a domestic: (1) Corporation, whether or not for profit; (2) Limited-liability company; (3) Limited partnership; or (4) Business trust. (c) “ Management person ” means a director, officer, manager, managing member, general partner or trustee of an entity. (d) “ Owner ” means a member of a limited-liability company, limited partner of a limited partnership or beneficial owner of a business trust. (e) “Registered agent” has the meaning ascribed to it in NRS 77.230 .
Nev. Rev. Stat. § 82.296 — NV Code / Title 7 / Chapter 82 / Section 82.296
Directors: Removal; filling of vacancies
Status: in_force

1. Any director may be removed from office by the vote of members, if any, representing not less than a majority of the voting power of the members entitled to vote for the election of the director being removed or a majority of the voting power of the members entitled to vote for delegates who vote for the election of the director being removed, but: (a) In case of corporations which have provided in their articles or bylaws for the election of directors by cumulative voting, no director may be removed from office under the provisions of this section except upon the vote of members holding sufficient voting power to have prevented the director’s election to office in the first instance; and (b) The articles or bylaws may require the concurrence of a larger percentage of the members entitled to voting power in order to remove a director.

2. If there are no members entitled to vote for the election of directors or entitled to vote for delegates who vote for the election of directors, any director may be removed from office by a majority vote of those directors entitled to vote for the director being removed.

3. Except as otherwise provided in the articles or bylaws, a director appointed by public officials or other persons specified in the articles or bylaws may be removed with or without cause by a written notice from the person or public official who appointed the director being removed, delivered to the chair of the board or president of the corporation. The vacancy created may be filled by that public officer or other person.

4. Except as provided in subsection 3, all vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the articles or bylaws.

5. Unless otherwise provided in the articles or bylaws, when one or more directors give notice of resignation to the board, effective at a future date, the board may fill the vacancy or vacancies to take effect when the resignation or resignations become effective. Each director so appointed holds office during the remainder of the term of office of the resigning director or directors.
Nev. Rev. Stat. § 82.256 — NV Code / Title 7 / Chapter 82 / Section 82.256
Purchase of membership by corporation
Status: in_force

If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated, for the amount and pursuant to the conditions in the articles or bylaws.
Nev. Rev. Stat. § 90.456 — NV Code / Title 7 / Chapter 90 / Section 90.456
Fee for transactions
Status: in_force

1. The Administrator may charge a fee not to exceed 0.5 percent of the total value of each transaction involving the purchase, sale or other transfer of a security conducted by a securities exchange located in this State.

2. The Administrator may adopt by regulation or order, and shall cause to be published, a table of fees based upon the direct cost of regulating the securities exchange.
Nev. Rev. Stat. § 81.030 — NV Code / Title 7 / Chapter 81 / Section 81.030
Memberships: Certificates; transfer and assignment
Status: in_force

1. Any person or any number of persons, including and in addition to the original incorporators, may become members of the corporation upon such terms and conditions as to membership, and subject to such rules and regulations as to their, and each of their, contract and other rights and liabilities between it and the member, as the corporation shall prescribe in its bylaws.

2. The corporation shall issue a certificate of membership to each member, but the membership or the certificate thereof shall not, except as provided in NRS 81.010 to 81.160 , inclusive, be assigned by any member to any other person, nor shall the assigns thereof be entitled to membership in the corporation, or to any property rights or interest therein.

3. The board of directors may, however, by motion duly adopted by it, consent to such assignment or transfer, and to the acceptance of the assignee or transferee as a member of the corporation.

4. The corporation shall also have the right, by its bylaws, to provide for or against the transfer of membership and for or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed.
Nev. Rev. Stat. § 87A.270 — NV Code / Title 7 / Chapter 87A / Section 87A.270
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. § 78.436 — NV Code / Title 7 / Chapter 78 / Section 78.436
Applicability: Combination with inadvertent interested stockholder
Status: in_force

NRS 78.411 to 78.444 , inclusive, do not apply to any combination of a resident domestic corporation with an interested stockholder of the resident domestic corporation who became an interested stockholder inadvertently, if the interested stockholder:

1. As soon as practicable and before the date of consummation with respect to the combination, divests a sufficient amount of the voting power of the corporation so that the interested stockholder no longer is the beneficial owner, directly or indirectly, of 10 percent or more of the outstanding voting power of the resident domestic corporation; and

2. Would not at any time within 12 months preceding the date of announcement with respect to the combination have been an interested stockholder but for the inadvertent acquisition.
Nev. Rev. Stat. § 87A.435 — NV Code / Title 7 / Chapter 87A / Section 87A.435
Withdrawal as limited partner
Status: in_force

1. A person does not have a right to withdraw as a limited partner before the termination of the limited partnership.

2. A person is withdrawn from a limited partnership as a limited partner upon the occurrence of any of the following events: (a) The limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person; (b) An event agreed to in the partnership agreement as causing the person's withdrawal as a limited partner; (c) The person's expulsion as a limited partner pursuant to the partnership agreement; (d) The person's expulsion as a limited partner by the unanimous consent of the other partners if: (1) It is unlawful to carry on the limited partnership's activities with the person as a limited partner; (2) There has been a transfer of 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; (3) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited 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 (4) The person is a limited-liability company or partnership that has been dissolved and whose business is being wound up; (e) On application by the limited partnership, the person's expulsion as a limited partner by judicial order because: (1) The person engaged in wrongful conduct that adversely and materially affected the limited partnership's activities; (2) The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under subsection 2 of NRS 87A.340 ; or (3) The person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities with the person as limited partner; (f) In the case of a person who is a natural person, the person's death; (g) In the case of a person that is a trust or is acting as a limited 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; (h) In the case of a person that is an estate or is acting as a limited 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; (i) Termination of a limited partner that is not a natural person, partnership, limited-liability company, corporation, trust or estate; or (j) The limited partnership's participation in a conversion or merger if the limited partnership: (1) Is not the converted or surviving entity; or (2) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.
Nev. Rev. Stat. § 84.009 — NV Code / Title 7 / Chapter 84 / Section 84.009
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

1. A corporation sole may correct a record filed with the Office of the Secretary of State with respect to the corporation sole if the record contains an inaccurate description of an action of the corporation sole 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 corporation sole must: (a) Prepare a certificate of correction which: (1) States the name of the corporation sole; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record; (4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and (5) Is signed by an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent or other presiding officer or member of the clergy of a church, religious society or denomination, who has been chosen, elected or appointed in conformity with the constitution, canons, rites, regulations or discipline of the church, religious society or denomination, and in whom is vested the legal title to the property held for the purpose, use or benefit of the church or religious society or denomination or by some other person specifically authorized by the corporation sole to sign the certificate of correction. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $25 to the Secretary of State.

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

4. If a corporation sole 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 corporation sole 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. § 78.205 — NV Code / Title 7 / Chapter 78 / Section 78.205
Fractions of shares: Issuance; alternatives to issuance
Status: in_force

1. A corporation is not obligated to but may sign and deliver a certificate for or including a fraction of a share.

2. In lieu of signing and delivering a certificate for a fraction of a share, a corporation may: (a) Pay to any person otherwise entitled to become a holder of a fraction of a share an amount in cash based on a per share value, and that value or the method of determining that value must be specified in the articles, plan of reorganization, plan of merger or exchange, resolution of the board of directors, or other instrument pursuant to which the fractional share would otherwise be issued; (b) Issue such additional fraction of a share as is necessary to increase the fractional share to a full share; or (c) Sign and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip. The scrip may provide that it becomes void unless the rights of the holders are exercised within a specified period and may contain any other provisions or conditions that the corporation deems advisable. Whenever any scrip ceases to be exchangeable for full share certificates, the shares that would otherwise have been issuable as provided on the scrip are deemed to be treasury shares unless the scrip contains other provisions for their disposition.

3. If any proposed corporate action pursuant to this section would result in only money being paid or scrip being issued to stockholders who: (a) Before the proposed corporate action becomes effective, in the aggregate hold 1 percent or more of the outstanding shares of the affected class or series; and (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares, any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder's outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500 , inclusive, and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.
Nev. Rev. Stat. § 87A.665 — NV Code / Title 7 / Chapter 87A / Section 87A.665
Derivative action
Status: in_force

A partner may maintain a derivative action to enforce a right of a limited partnership if:

1. The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or

2. A demand would be futile.
Nev. Rev. Stat. § 80.005 — NV Code / Title 7 / Chapter 80 / Section 80.005
Corporate records: Microfilming; imaging; return
Status: in_force

The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by a foreign corporation pursuant to this chapter and may return the original record to the corporation.
Nev. Rev. Stat. § 86.051 — NV Code / Title 7 / Chapter 86 / Section 86.051
“Foreign limited-liability company” defined
Status: in_force

“Foreign limited-liability company” means a limited-liability company formed under the laws of any jurisdiction other than this State.
Nev. Rev. Stat. § 82.536 — NV Code / Title 7 / Chapter 82 / Section 82.536
Attorney General: Examination of corporate affairs; powers of enforcement
Status: in_force

1. A corporation for public benefit and a corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the State, to ascertain the condition of its affairs and to what extent, if at all, it fails to comply with trusts it has assumed or has departed from the purposes for which it is formed. In case of any such a failure or departure, the Attorney General may institute, in the name of the State, the proceeding necessary to correct the noncompliance or departure.

2. The Attorney General, or any person given the status of relator by the Attorney General, may bring an action to enjoin, correct, obtain damages for or otherwise to remedy a breach of a charitable trust or departure from the purposes for which it is formed.
Nev. Rev. Stat. § 76.110 — NV Code / Title 7 / Chapter 76 / Section 76.110
Penalty for failing to obtain state business license before conducting business
Status: in_force

1. If a person fails to obtain a state business license and pay the fee required pursuant to NRS 76.100 before conducting a business in this State and the person is: (a) An entity required to file an annual list with the Secretary of State pursuant to this title, the person: (1) Shall pay a penalty of $100 in addition to the annual state business license fee for each year in which the entity fails to obtain a state business license; (2) Shall be deemed to have not complied with the requirement to file an annual list with the Secretary of State; and (3) Is subject to all applicable provisions relating to the failure to file an annual list, including, without limitation, the provisions governing default and revocation of its charter or right to transact business in this State, except that the person is required to pay the penalty set forth in subparagraph (1) of paragraph (a). (b) Not an entity required to file an annual list with the Secretary of State, the person shall pay a penalty in the amount of $100 in addition to the annual state business license fee for each year in which the person has conducted business in this State without a state business license.

2. The Secretary of State may refuse to issue a state business license to a person that has failed to pay the fees and penalties required by this chapter.
Nev. Rev. Stat. § 92A.325 — NV Code / Title 7 / Chapter 92A / Section 92A.325
“Stockholder” defined
Status: in_force

“Stockholder” means a stockholder of record or a beneficial stockholder of a domestic corporation.
Nev. Rev. Stat. § 87.4331 — NV Code / Title 7 / Chapter 87 / Section 87.4331
Actions by and against partnership and partners
Status: in_force

1. A partnership may sue and be sued in the name of the partnership.

2. An action may be brought against the partnership and, to the extent not inconsistent with NRS 87.433 , any or all of the partners in the same action or in separate actions.

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

4. A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under NRS 87.433 and: (a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (b) The partnership is a debtor in bankruptcy; (c) The partner has agreed that the creditor need not exhaust partnership assets; (d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or (e) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

5. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under NRS 87.4332 .
Nev. Rev. Stat. § 77.430 — NV Code / Title 7 / Chapter 77 / Section 77.430
Regulations; registered agent may be enjoined from serving under certain circumstances
Status: in_force

1. The Secretary of State may adopt such regulations as he or she deems necessary to carry out and ensure compliance with the provisions of this chapter and any other provision of law which governs the conduct of registered agents.

2. Upon application of the Secretary of State, the district court may enjoin any person from serving as a registered agent or as an officer, director or managing agent of a registered agent if the court finds that: (a) The registered agent failed to comply with any provision of law governing the conduct of registered agents after reasonable notice and an opportunity to correct the failure; (b) The registered agent engaged in conduct in his or her capacity as registered agent that was intended to deceive or defraud the public or to promote illegal activities; (c) The registered agent or the officer, director or managing agent has been convicted of a felony and has not been restored to his or her civil rights; or (d) The registered agent or the officer, director or managing agent has had his or her ability to serve as a registered agent or a director, officer or managing agent of a registered agent denied or revoked by the appropriate authority of this State or another state, or has been enjoined by a court of competent jurisdiction from serving as a registered agent or a director, officer or managing agent of a registered agent, because the individual has engaged in conduct in his or her capacity as a registered agent, or as a director, officer or managing agent of a registered agent, that was intended to or likely to deceive or defraud the public.
Nev. Rev. Stat. § 89.270 — NV Code / Title 7 / Chapter 89 / Section 89.270
Scope of authority
Status: in_force

No professional association may do any act which is prohibited to be done by natural persons licensed to practice the profession which the professional association is organized to practice.
Nev. Rev. Stat. § 90.250 — NV Code / Title 7 / Chapter 90 / Section 90.250
“Investment adviser” defined
Status: in_force

“ Investment adviser ” means any person who, for compensation, engages in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term does not include:

1. An employee of an adviser;

2. A depository institution;

3. A lawyer, accountant, engineer or teacher whose performance of investment advisory services is solely incidental to the practice of the person's profession;

4. A broker-dealer whose performance of investment advisory services is solely incidental to the conduct of business as a broker-dealer and who receives no special compensation for the investment advisory services;

5. A publisher, employee or columnist of a newspaper, news magazine or business or financial publication, or an owner, operator, producer or employee of a cable, radio or television network, station or production facility if, in either case, the financial or business news published or disseminated is made available to the general public and the content does not consist of rendering advice on the basis of the specific investment situation of each client;

6. A person whose advice, analyses or reports relate only to securities exempt under paragraph (a) of subsection 2 of NRS 90.520 ;

7. A family trust company or licensed family trust company or an employee or agent of a family trust company or licensed family trust company that is engaged in the business of a family trust company or licensed family trust company pursuant to chapter 669A of NRS , and that is exempt from registration as an investment adviser pursuant to the federal Investment Advisers Act of 1940; or

8. Any other person the Administrator by regulation or order designates.
Nev. Rev. Stat. § 78.060 — NV Code / Title 7 / Chapter 78 / Section 78.060
General powers
Status: in_force

1. Any corporation organized under the provisions of this chapter: (a) Has all the rights, privileges and powers conferred by this chapter. (b) Has such rights, privileges and powers as may be conferred upon corporations by any other existing law. (c) May at any time exercise those rights, privileges and powers, when not inconsistent with the provisions of this chapter, or with the purposes and objects for which the corporation is organized. (d) Unless otherwise provided in its articles, has perpetual existence.

2. Every corporation, by virtue of its existence as such, is entitled: (a) To have succession by its corporate name until dissolved and its affairs are wound up according to law. (b) To sue and be sued in any court of law or equity. (c) To make contracts. (d) To appoint such officers and agents as the affairs of the corporation require, and to allow them suitable compensation. (e) To make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders. (f) To wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter. (g) Unless otherwise provided in the articles, to engage in any lawful activity.
Nev. Rev. Stat. § 76.160 — NV Code / Title 7 / Chapter 76 / Section 76.160
Confidentiality of records and files of Secretary of State
Status: in_force

1. Except as otherwise provided in this chapter and NRS 239.0115 , the records and files of the Secretary of State concerning the administration of this chapter are confidential and privileged. The Secretary of State, and any employee of the Secretary of State engaged in the administration of this chapter or charged with the custody of any such records or files, shall not disclose any information obtained from those records or files. Neither the Secretary of State nor any employee of the Secretary of State may be required to produce any of the records, files and information for the inspection of any person or for use in any action or proceeding.

2. The records and files of the Secretary of State concerning the administration of this chapter are not confidential and privileged in the following cases: (a) Testimony by a member or employee of the Secretary of State and production of records, files and information on behalf of the Secretary of State or a person in any action or proceeding pursuant to the provisions of this chapter if that testimony or the records, files or information, or the facts shown thereby, are directly involved in the action or proceeding. (b) Delivery to a person or his or her authorized representative of a copy of any document filed by the person pursuant to this chapter. (c) Publication of statistics so classified as to prevent the identification of a particular business or document. (d) Exchanges of information with the Internal Revenue Service in accordance with compacts made and provided for in such cases. (e) Disclosure in confidence to any person authorized to audit the accounts of the Secretary of State in pursuance of an audit, or to the Attorney General or other legal representative of the State in connection with an action or proceeding pursuant to this chapter, or to any agency of this or any other state charged with the administration or enforcement of laws relating to workers' compensation, unemployment compensation, public assistance, taxation, labor or gaming. (f) Exchanges of information pursuant to subsection 3. (g) Disclosure of information concerning whether or not a person conducting a business in this State has a state business license and, if the person is conducting a business in this State, the street address in this State at which the person is conducting that business.

3. The Secretary of State may agree with any county fair and recreation board or the governing body of any county, city or town for the continuing exchange of information concerning taxpayers.

4. Upon the request of any law enforcement agency in the course of a criminal investigation or upon the request of any agency or political subdivision of this State, another state or the United States in the course of an enforcement action, the Secretary of State may provide to the requesting law enforcement agency, agency or political subdivision information contained in its records and files relating to a state business license.

5. The Secretary of State shall periodically, as he or she deems appropriate, but not less often than annually, transmit to the Administrator of the Division of Industrial Relations of the Department of Business and Industry a list of the businesses of which the Secretary of State has a record. The list must include the mailing address of the business as reported to the Secretary of State.
Nev. Rev. Stat. § 75.060 — NV Code / Title 7 / Chapter 75 / Section 75.060
“Record” defined
Status: in_force

“ Record ” means information that is inscribed on any tangible medium, including, without limitation, any writing or written instrument, or an electronic record.
Nev. Rev. Stat. § 81.835 — NV Code / Title 7 / Chapter 81 / Section 81.835
Selection of managers; management rights of managers
Status: reserved

Except as otherwise provided in NRS 81.700 to 81.890 , inclusive, or the governing principles:

1. Only the members may select a manager or managers;

2. A manager may be a member or a nonmember;

3. If a manager is not selected, all members are managers;

4. Each manager has equal rights in the management and conduct of the association's activities;

5. All matters relating to the association's activities are decided by its managers except for matters reserved for approval by members in NRS 81.805 ; and

6. A difference among managers is decided by a majority of the managers.
Nev. Rev. Stat. § 78.046 — NV Code / Title 7 / Chapter 78 / Section 78.046
Authorization of forum selection provisions in articles or bylaws
Status: in_force

1. The articles of incorporation or bylaws of a corporation may require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United States, that any, all or certain: (a) Concurrent jurisdiction actions must be brought solely or exclusively in the court or courts specified in the requirement; and (b) Internal actions must be brought solely or exclusively in the court or courts specified in the requirement, which must include at least one court in this State.

2. Unless otherwise expressly set forth in the articles of incorporation or bylaws, any requirement described in subsection 1 must not be interpreted as prohibiting any corporation from consenting, or requiring any corporation to consent, to any alternative forum in any instance.

3. The provisions of this section do not create or authorize any cause of action against a corporation or its directors or officers.

4. As used in this section: (a) “ Concurrent jurisdiction action ” means any action, suit or proceeding against the corporation or any of its directors or officers, that: (1) Asserts a cause of action under the laws of the United States; (2) Could be properly commenced in either a federal forum or a forum of this State or any other state; and (3) Is brought by or in the name or on behalf of: (I) The corporation; (II) Any stockholder of the corporation; or (III) Any subscriber for, or purchaser or offeree of, any shares or other securities of the corporation. (b) “ Court ” means any court of: (1) This State, including, without limitation, those courts in any county having a business court, as that term is defined in NRS 13.050 ; (2) A state other than this State; or (3) The United States. (c) “ Internal action ” means any action, suit or proceeding: (1) Brought in the name or right of the corporation or on its behalf, including, without limitation, any action subject to NRS 41.520 ; (2) For or based upon any breach of any fiduciary duty owed by any director, officer, employee or agent of the corporation in such capacity; or (3) Arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of this title, the articles of incorporation, the bylaws or any agreement entered into pursuant to NRS 78.365 to which the corporation is a party or a stated beneficiary thereof.
Nev. Rev. Stat. § 89.070 — NV Code / Title 7 / Chapter 89 / Section 89.070
Restrictions on ownership and transfer of shares
Status: in_force

1. Except as otherwise provided in this section and NRS 623.349 : (a) No professional entity may issue any of its owner's interest to anyone other than a natural person who is licensed to render the same specific professional services as those for which the professional entity was formed. (b) No owner may enter into a voting trust agreement or any other type of agreement vesting another person with the authority to exercise the voting power of any or all of his or her owner's interest, unless the other person is licensed to render the same specific professional services as those for which the professional entity was formed. (c) No owner's interest may be sold or transferred except to a natural person who is eligible to be an owner or to the personal representative or estate of a deceased or legally incapacitated stockholder. The personal representative or estate of the owner may continue to own the owner's interest for a reasonable period, but may not participate in any decisions concerning the rendering of professional services. The articles, bylaws or operating agreement of the professional entity may provide specifically for additional restrictions on the transfer of an owner's interest and may provide for the redemption or purchase of the owner's interest by the professional entity, its owners or an eligible individual account plan complying with the requirements of subsection 2 at prices and in a manner specifically set forth. An owner may transfer his or her owner's interest in the professional entity or any other interest in the assets of the professional entity to a revocable trust if the owner acts as trustee of the revocable trust and any person who acts as cotrustee and is not licensed to perform the services for which the professional entity was formed does not participate in any decisions concerning the rendering of those services.

2. Except as otherwise provided in NRS 623.349 , a person not licensed to render the professional services for which the professional entity was formed may own a beneficial interest in any of the assets, including an owner's interest, held for the person’s account by an eligible individual account plan sponsored by the professional entity for the benefit of its employees, which is intended to qualify under section 401 of the Internal Revenue Code , 26 U.S.C. § 401 , if the terms of the trust are such that the total number of shares which may be distributed for the benefit of persons not licensed to render the professional services for which the professional entity was formed is less than a controlling interest and: (a) The trustee of the trust is licensed to render the same specific professional services as those for which the professional entity was formed; or (b) The trustee is not permitted to participate in any decisions concerning the rendering of professional services in his or her capacity as trustee. A trustee who is individually an owner may participate in his or her individual capacity as an owner, manager, director or officer in any decision.

3. Except as otherwise provided in subsection 4, a professional entity in which all the owners who are natural persons are licensed to render the same specific professional service may acquire and hold an owner's interest in another professional entity or in a similar entity organized pursuant to the corresponding law of another state, only if all the owners who are natural persons of the professional entity whose stock is acquired are licensed in that professional entity's state of formation to render the same specific professional service as the owners who are natural persons of the professional entity that acquires the owner's interest.

4. A professional entity practicing pursuant to NRS 623.349 in which all the owners are natural persons, regardless of whether or not the natural persons are licensed to render the same specific professional service, may acquire and hold an owner's interest in another professional entity or in a similar entity organized pursuant to the corresponding law of another state if control and two-thirds ownership of the business organization or association that is acquired is held by persons registered or licensed pursuant to the applicable provisions of chapter 623, 623A or 625 of NRS . As used in this subsection, “ control ” has the meaning ascribed to it in NRS 623.349 .

5. An attorney may form a legal services professional entity that is organized or incorporated in the State of Nevada with one or more natural persons, each of whom is a member in good standing and eligible to practice before the bar of any jurisdiction of the United States, and such legal services entity may issue an owner's interest to a natural person who is a member in good standing and eligible to practice before the bar of any jurisdiction of the United States provided that at least one attorney admitted by the Supreme Court of the State of Nevada to practice law as a member of the State Bar of Nevada owns an owner's interest in the professional entity.

6. Any act in violation of this section is void and does not pass any rights or privileges or vest any powers, except to an innocent person who is not an owner and who has relied on the effectiveness of the action.
Nev. Rev. Stat. § 82.491 — NV Code / Title 7 / Chapter 82 / Section 82.491
Involuntary dissolution: Appointment of receiver; powers and duties of receiver; authorized relief
Status: in_force

1. The court may appoint a temporary receiver upon the same grounds and pursuant to the same procedure as provided in the Nevada Rules of Civil Procedure for granting a temporary restraining order. A hearing must be held on the appointment of a temporary receiver within 15 days after the receiver's appointment, unless the appointment is extended by order of the court or upon stipulation of the parties.

2. The court may, if good cause exists, appoint one or more receivers. Directors or trustees who have not been guilty of negligence or active breach of duty must be preferred in making the appointment.

3. Receivers so appointed have, among the usual powers, all the functions, powers, tenure and duties to be exercised under the direction of the court as are conferred on receivers and as provided in NRS 82.476 and 82.481 whether the corporation is insolvent or not.

4. The court may, at any time, grant lesser equitable relief, order a partial liquidation, terminate the receivership, or dissolve or terminate the corporation as would be just and proper in the circumstances.
Nev. Rev. Stat. § 90.211 — NV Code / Title 7 / Chapter 90 / Section 90.211
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 90.215 to 90.309 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 88A.740 — NV Code / Title 7 / Chapter 88A / Section 88A.740
Cancellation of registration
Status: in_force

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

2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 76.170 — NV Code / Title 7 / Chapter 76 / Section 76.170
Enforcement of provisions: Revocation or suspension of state business license; denial of new license
Status: in_force

1. If a person who holds a state business license fails to comply with a provision of this chapter or a regulation of the Secretary of State adopted pursuant thereto, the Secretary of State may revoke or suspend the state business license of the person.

2. If the license is suspended or revoked, the Secretary of State shall provide written notice of the action to the person who holds the state business license.

3. The Secretary of State shall not issue a new license to the former holder of a revoked state business license unless the Secretary of State is satisfied that the person will comply with the provisions of this chapter and the regulations of the Secretary of State adopted pursuant thereto.
Nev. Rev. Stat. § 82.111 — NV Code / Title 7 / Chapter 82 / Section 82.111
Commencement of corporate existence
Status: in_force

1. Upon the filing of the articles of incorporation pursuant to NRS 82.081 and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed. Upon the filing of the articles, the corporation is a body corporate, by the name set forth in the articles, subject to the forfeiture of its charter and dissolution as provided in this chapter.

2. The filing of the articles does not, by itself, constitute commencement of business by the corporation.
Nev. Rev. Stat. § 88.522 — NV Code / Title 7 / Chapter 88 / Section 88.522
Limitations on distributions applicable to restricted limited partnerships
Status: in_force

1. If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 88.350 , subject to the provisions of NRS 88.520 , and unless otherwise provided in the certificate of limited partnership, the limited partnership shall not make any distributions to its partners with respect to their partnership interests until 10 years after: (a) The date of formation of the restricted limited partnership as long as the original certificate of limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the date of formation; or (b) The effective date of the amendment to the certificate of limited partnership in which the limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the effective date of the amendment.

2. The provisions of this section apply as the default provisions of a restricted limited partnership to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the certificate of limited partnership of the restricted limited partnership.
Nev. Rev. Stat. § 81.810 — NV Code / Title 7 / Chapter 81 / Section 81.810
Meetings of members: Voting, notice and quorum requirements
Status: in_force

1. Unless the governing principles provide otherwise: (a) Approval of a matter by members requires an affirmative majority of the votes cast at a meeting of members; and (b) Each member is entitled to one vote on each matter that is submitted for approval by members.

2. Notice and quorum requirements for member meetings and the conduct of meetings of members are determined by the governing principles.
Nev. Rev. Stat. § 78.1955 — NV Code / Title 7 / Chapter 78 / Section 78.1955
Establishment of matters regarding class or series of stock by certificate of designation
Status: in_force

1. If the voting powers, designations, preferences, limitations, restrictions and relative rights of any class or series of stock have been established by a resolution of the board of directors pursuant to a provision in the articles of incorporation, a certificate of designation setting forth the resolution and stating the number of shares for each designation must be signed by an officer of the corporation and filed with the Secretary of State. A certificate of designation signed and filed pursuant to this section must become effective before the issuance of any shares of the class or series.

2. Unless otherwise provided in the articles of incorporation or the certificate of designation being amended, if no shares of a class or series of stock established by a certificate of designation filed pursuant to subsection 1 have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors pursuant to a certificate of amendment filed in the manner provided in subsection 4.

3. Unless otherwise provided in the articles of incorporation or the certificate of designation, if shares of a class or series of stock established by a certificate of designation filed pursuant to subsection 1 have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors only if the amendment is approved as provided in this subsection. Unless otherwise provided in the articles of incorporation or the certificate of designation, the proposed amendment adopted by the board of directors must be approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation, of: (a) The class or series of stock being amended; and (b) Each class and each series of stock which, before amendment, is senior to the class or series being amended as to the payment of distributions upon dissolution of the corporation, regardless of any limitations or restrictions on the voting power of that class or series.

4. A certificate of amendment to a certificate of designation must be signed by an officer of the corporation and filed with the Secretary of State and must: (a) Set forth the original designation and the new designation, if the designation of the class or series is being amended; (b) State that no shares of the class or series have been issued or state that the approval of the stockholders required pursuant to subsection 3 has been obtained; and (c) Set forth the amendment to the class or series or set forth the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series, as amended.

5. A certificate filed pursuant to subsection 1 or 4 is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to subsection 1 or 4 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.

6. If shares of a class or series of stock established by a certificate of designation are not outstanding, the corporation may file a certificate which states that no shares of the class or series are outstanding and which contains the resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock. The certificate must identify the date and certificate of designation being withdrawn and must be signed by an officer of the corporation and filed with the Secretary of State. Upon filing the certificate and payment of the fee required pursuant to NRS 78.765 , all matters contained in the certificate of designation regarding the class or series of stock are eliminated from the articles of incorporation.

7. When any certificate of designation, or any amendment thereto, filed pursuant to this section becomes effective, it shall have the effect of amending the articles of incorporation, but NRS 78.380 , 78.385 and 78.390 do not apply to a certificate of designation, or any amendment thereto, filed pursuant to this section.
Nev. Rev. Stat. § 80.006 — NV Code / Title 7 / Chapter 80 / Section 80.006
Procedure to submit replacement page to Secretary of State before actual filing of record
Status: in_force

Before the issuance of stock, an incorporator or, after the issuance of stock, an officer of a foreign corporation 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.
Nev. Rev. Stat. § 80.080 — NV Code / Title 7 / Chapter 80 / Section 80.080
Service of process on corporations
Status: in_force

Service of process on a foreign corporation owning property or doing business in this State shall be made in the manner provided in NRS 14.020 and 14.030 .
Nev. Rev. Stat. § 88A.735 — NV Code / Title 7 / Chapter 88A / Section 88A.735
Defaulting trusts: Identification; forfeiture of right to transact business; penalty
Status: in_force

1. Each foreign business trust which is required to make a filing and pay the fee prescribed in NRS 88A.732 to 88A.738 , inclusive, and which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $75, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign business trust occurs, the defaulting foreign business trust by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 77.140 — NV Code / Title 7 / Chapter 77 / Section 77.140
“Noncommercial registered agent” defined
Status: in_force

“ Noncommercial registered agent ” means a person that is not registered as a commercial registered agent under NRS 77.320 and that is:

1. An individual or a domestic or foreign entity that serves in this State as the agent for service of process of an entity; or

2. The individual who holds the office or other position in an entity that is designated as the agent for service of process pursuant to subparagraph (2) of paragraph (b) of subsection 1 of NRS 77.310 .
Nev. Rev. Stat. § 81.505 — NV Code / Title 7 / Chapter 81 / Section 81.505
Restriction on power of rural electric cooperatives to sell, lease or dispose of assets
Status: in_force

1. A rural electric cooperative formed or consolidated pursuant to NRS 81.410 to 81.540 , inclusive, may sell, lease or otherwise dispose of all or a substantial portion of its assets only if the sale, lease or disposition is: (a) Authorized by the affirmative vote of not less than three-fourths of the directors of the cooperative; and (b) Assented to by two-thirds of the members of the cooperative: (1) In writing; or (2) By a vote of the members at a meeting, notice of which has been given in the manner provided in NRS 82.336 .

2. As used in this section, “substantial portion of its assets” means any portion of the assets of a cooperative representing 25 percent or more of the total book value of all of its assets.
Nev. Rev. Stat. § 78.350 — NV Code / Title 7 / Chapter 78 / Section 78.350
Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting; protection of corporation and its stockholders
Status: in_force

1. Unless otherwise provided in the articles of incorporation, or in the certificate of designation establishing the class or series of stock, every stockholder of record of a corporation is entitled at each meeting of stockholders thereof to one vote for each share of stock standing in his or her name on the records of the corporation. If the articles of incorporation, or the certificate of designation establishing the class or series of stock provides for more or less than one vote per share for any class or series of shares on any matter, every reference in this chapter to a majority or other proportion of stock shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the articles of incorporation, or in the certificate of designation establishing the class or series of stock or the provisions of this chapter.

2. Unless a period of more than 60 days or a period of less than 10 days is prescribed or fixed in the articles of incorporation, the board of directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a record date not more than 60 or less than 10 days before the date of any such meeting as the date as of which stockholders entitled to notice of and to vote at such meetings must be determined.

3. If a record date for a meeting of stockholders is fixed by the board of directors: (a) The record date: (1) Must be so fixed pursuant to a resolution adopted by the board of directors; and (2) Must not precede the day on which the resolution is adopted by the board of directors, regardless of the effective date of the resolution. (b) Only stockholders of record on the record date are entitled to notice of or to vote at the meeting.

4. If a record date for a meeting of stockholders is not fixed by the board of directors, the record date is at the close of business on the day before the day on which the first notice is given or, if notice is waived, at the close of business on the day before the meeting is held.

5. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders applies to any adjournment or postponement of the meeting unless the board of directors fixes a new record date for the adjourned or postponed meeting. The board of directors must fix a new record date if the meeting is adjourned or postponed to a date more than 60 days later than the meeting date set for the original meeting.

6. The board of directors may adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined. The date prescribed by the board of directors may not precede or be more than 10 days after the day on which the resolution is adopted by the board of directors, regardless of the effective date of the resolution.

7. If the board of directors does not adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined and: (a) No prior action by the board of directors is required by this chapter or chapter 92A of NRS before the matter is submitted for consideration by the stockholders, the date is the first date on which any stockholder delivers to the corporation such consent signed by the stockholder. (b) Prior action by the board of directors is required by this chapter or chapter 92A of NRS before the matter is submitted for consideration by the stockholders, the date is at the close of business on the day the board of directors adopts the resolution.

8. Without limiting the provisions of NRS 78.138 or 78.139 , the provisions of this section do not restrict the directors of a corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation or the long-term or short-term interests of the corporation's stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that issue, grant or deny rights or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power, for the purpose or having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.
Nev. Rev. Stat. § 82.063 — NV Code / Title 7 / Chapter 82 / Section 82.063
Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence
Status: in_force

1. The board of directors of a corporation without shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS or a predecessor statute and whose permissible term of existence as stated in the articles of incorporation has expired, may, within 10 years after the date of the expiration of its existence, elect to revive its charter and accept this chapter by adopting a resolution reviving the expired charter and adopting new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized. The new articles of incorporation need not contain the names, addresses, signatures or acknowledgments of the incorporators.

2. A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth: (a) The name of the corporation. (b) A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized. (c) A statement by the corporation that since the expiration of its charter it has remained organized and continued to carry on the activities for which it was formed and authorized by its original articles of incorporation and amendments thereto, and desires to continue through revival its existence pursuant to and subject to the provisions of this chapter. (d) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation. (e) A statement setting forth the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting. (f) The information required pursuant to NRS 77.310 .

3. The certificate so signed must be filed in the Office of the Secretary of State.

4. The new articles of incorporation become effective on the date of filing the certificate. The corporation's existence continues from the date of expiration of the original term, with all the corporation's rights, franchises, privileges and immunities and subject to all its existing and preexisting debts, duties and liabilities.
Nev. Rev. Stat. § 88A.745 — NV Code / Title 7 / Chapter 88A / Section 88A.745
Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of trust
Status: in_force

1. Except as otherwise provided in NRS 88A.7345 , a foreign business trust which has forfeited its right to transact business in this State under the provisions of this chapter may, upon complying with the provisions of NRS 88A.737 , procure a renewal or revival of its right to transact business in this State for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original certificate of registration and amendments thereto, or existing certificate of registration, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the foreign business trust, which must be the name of the foreign business trust at the time of the renewal or revival, or its name at the time of the expiration of its original certificate of registration. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the right to transact business in this State is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) Whether or not the renewal or revival is to be perpetual and, if not perpetual, the time for which the renewal or revival is to continue. (5) That the foreign business trust desiring to renew or revive its right to transact business in this State is, or has been, organized and carrying on the business authorized by its existing or original certificate of registration and amendments thereto, and desires to renew or continue through revival its transaction of business in this State pursuant to and subject to the provisions of this chapter. (b) A list of its trustees, 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 trustees of the foreign business trust.

2. A foreign business trust whose registration has not expired and is being renewed shall cause the certificate of renewal to be signed by a trustee of the foreign business trust. The certificate of renewal must be approved by a majority of the beneficial owners.

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

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

5. Except as otherwise provided in NRS 88A.738 , a renewal or revival pursuant to this section relates back to the date on which the foreign business trust's right to transact business in this State was forfeited and renews or revives the foreign business trust's right to transact business as if such right had at all times remained in full force.
Nev. Rev. Stat. § 87.455 — NV Code / Title 7 / Chapter 87 / Section 87.455
Name of partnership: Reinstatement or revival under old or new name; regulations
Status: reserved

1. Except as otherwise provided in subsection 2, if a registered limited-liability partnership applies to reinstate or revive its right to transact business but its name has been legally acquired by any other artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the applying registered limited-liability partnership shall submit in writing to the Secretary of State some other name under which it desires its right to transact business 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 registered limited-liability partnership under that new name.

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

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

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 87.544 — NV Code / Title 7 / Chapter 87 / Section 87.544
Defaulting partnerships: Reinstatement or revival under old or new name; regulations
Status: reserved

1. Except as otherwise provided in subsection 2, if a foreign registered limited-liability partnership applies to reinstate or revive its certificate of registration and its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign registered limited-liability partnership must submit in writing in its application for reinstatement or revival 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 registered limited-liability partnership under that new name.

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

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

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 90.612 — NV Code / Title 7 / Chapter 90 / Section 90.612
“Exploitation” defined
Status: in_force

“ Exploitation ” has the meaning ascribed to it in NRS 200.5092 .
Nev. Rev. Stat. § 90.830 — NV Code / Title 7 / Chapter 90 / Section 90.830
Scope of chapter
Status: in_force

1. NRS 90.310 , 90.330 , 90.460 , 90.570 , 90.580 , 90.610 and 90.660 apply to a person who sells or offers to sell a security or investment advisory service if: (a) An offer to sell is made in this State; or (b) An offer to purchase is made and accepted in this State.

2. NRS 90.310 , 90.330 , 90.570 , 90.580 and 90.610 apply to a person who purchases or offers to purchase a security if: (a) An offer to purchase is made in this State; or (b) An offer to sell is made and accepted in this State.

3. For the purpose of this section, an offer to sell or to purchase is made in this State, whether or not either party is present in this State, if the offer: (a) Originates in this State; or (b) Is directed by the offeror to a destination in this State and received where it is directed, or at a post office in this State if the offer is mailed.

4. For the purpose of this section, an offer to purchase or to sell is accepted in this State if acceptance: (a) Is communicated to the offeror in this State; and (b) Has not previously been communicated to the offeror, orally or in writing, outside this State. Acceptance is communicated to the offeror in this State, whether or not either party is present in this State, if the offeree directs it to the offeror in this State reasonably believing the offeror 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.

5. For the purpose of subsections 1 to 4, inclusive, an offer to sell or to purchase 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 past 12 months.

6. For the purpose of subsection 5, if a publication is published in editions, each edition is a separate publication except for material common to all editions.

7. For the purpose of subsections 1 to 4, inclusive, an offer to sell or to purchase 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.

8. For the purpose of subsection 7, a radio or television program or other electronic communication is considered as having originated in this State if either the broadcast studio or originating 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 with the electronic signal originating from 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. § 82.5231 — NV Code / Title 7 / Chapter 82 / Section 82.5231
Certificate of authorization to transact business
Status: in_force

Except as otherwise provided in NRS 82A.100 , if a foreign nonprofit corporation has filed the initial or annual list in compliance with NRS 82.523 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign nonprofit corporation constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.
Nev. Rev. Stat. § 89.220 — NV Code / Title 7 / Chapter 89 / Section 89.220
Professional relationship preserved
Status: in_force

The provisions of this chapter relating to professional associations 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:

1. A member or employee of a professional association shall not be personally liable in tort for any act in which the member or employee has not personally participated.

2. A member or employee of a professional association shall not be personally liable in contract for any contract which the member or employee signs on behalf of a professional association within the limits of his or her actual authority.
Nev. Rev. Stat. § 81.580 — NV Code / Title 7 / Chapter 81 / Section 81.580
Definitions
Status: in_force

As used in NRS 81.550 to 81.660 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 81.600 , 81.605 and 81.610 , have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 87.4352 — NV Code / Title 7 / Chapter 87 / Section 87.4352
Partnership continues after dissolution
Status: in_force

1. Subject to subsection 2, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

2. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (b) The rights of a third party accruing under subsection 1 of NRS 87.4354 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
Nev. Rev. Stat. § 88.520 — NV Code / Title 7 / Chapter 88 / Section 88.520
Limitations on distribution
Status: in_force

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
Nev. Rev. Stat. § 88.6067 — NV Code / Title 7 / Chapter 88 / Section 88.6067
List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. A registered limited-liability limited partnership shall maintain at its principal office in this State or with its custodian of records whose name and street address are available at the registered office of the registered limited-liability limited partnership a current list of each general partner.

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

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

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

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 82A.015 — NV Code / Title 7 / Chapter 82A / Section 82A.015
“Alumni association” defined
Status: in_force

“ Alumni association ” means an organization whose membership is limited to graduates or former students of a particular university, college or school and which raises funds to support its membership and its activities.
Nev. Rev. Stat. § 82.521 — NV Code / Title 7 / Chapter 82 / Section 82.521
Employees' liens for wages
Status: in_force

1. When a corporation becomes insolvent or is dissolved, the employees performing labor or service in the regular employ of the corporation have a lien upon the assets thereof for the amount of wages due to them, not exceeding $1,000, which have been earned within 3 months before the date of the insolvency or dissolution, which must be paid before any other debt of the corporation.

2. The word “employees” does not include any of the officers or directors of the corporation.
Nev. Rev. Stat. § 86.489 — NV Code / Title 7 / Chapter 86 / Section 86.489
Expenses
Status: in_force

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited-liability company the remainder of those proceeds received by the plaintiff.
Nev. Rev. Stat. § 78.747 — NV Code / Title 7 / Chapter 78 / Section 78.747
Liability of another person for debt or liability of corporation
Status: in_force

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

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

3. The question of whether a person acts as the alter ego of a corporation must be determined by the court as a matter of law.
Nev. Rev. Stat. § 87.4349 — NV Code / Title 7 / Chapter 87 / Section 87.4349
Statement of dissociation
Status: in_force

1. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

2. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections 4 and 5 of NRS 87.4327 .

3. For the purposes of paragraph (c) of subsection 1 of NRS 87.4347 and paragraph (c) of subsection 2 of NRS 87.4348 , a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
Nev. Rev. Stat. § 89.010 — NV Code / Title 7 / Chapter 89 / Section 89.010
Short title
Status: in_force

This chapter is known and may be cited as the Professional Entities and Associations Act.
Nev. Rev. Stat. § 75.150 — NV Code / Title 7 / Chapter 75 / Section 75.150
Notices and other communications
Status: in_force

1. Except as otherwise provided by specific statute: (a) Any notice or other communication described in this title may be given or sent by any method of delivery; and (b) An electronic transmission must be in accordance with this section.

2. A notice or other communication given or sent pursuant to the organic law or organic rules of an entity may be delivered by electronic transmission if: (a) Consented to by the recipient or authorized by subsection 9; and (b) The electronic transmission contains or is accompanied by information from which the recipient can determine the date of the transmission.

3. Any consent under subsection 2 may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if: (a) The person is unable to receive two consecutive electronic transmissions given by the entity or organization in accordance with such consent; and (b) Such inability becomes known to the secretary of the entity sending the electronic transmissions or to the transfer agent or other person responsible for the giving of notice or other communications. The inadvertent failure to treat any such inability as a revocation does not invalidate any meeting or other action.

4. Unless otherwise agreed between sender and recipient, an electronic transmission is received when: (a) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic transmissions or information of the type sent; and (b) It is in a form ordinarily capable of being processed by that system.

5. Receipt of an electronic acknowledgment from an information processing system described in paragraph (a) of subsection 4 establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

6. An electronic transmission is received under this section even if no natural person is aware of its receipt.

7. Except as otherwise provided by specific statute, any notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: (a) If in a physical form, when it is left at: (1) The address of a stockholder, member, partner or other owner of an entity, whichever is applicable, as it appears upon the records of the entity; (2) The residence or usual place of business of a director, manager or general partner, whichever is applicable; (3) The entity's principal place of business; or (4) If to a recipient other than a stockholder, director, member, partner or other owner of an entity or an entity, such person's residence or usual place of business; (b) If mailed by United States mail postage prepaid and correctly addressed to a stockholder, member, partner or other owner of an entity, upon deposit in the United States mail; (c) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a stockholder, member, partner or other owner of an entity, the earliest of: (1) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (2) Five days after it is deposited in the United States mail; (d) If an electronic transmission, when it is received as provided in subsection 4; and (e) If oral, when communicated. In the absence of fraud, an affidavit of the secretary of the entity or the transfer agent or any other agent of the entity that the notice has been given by a form of electronic transmission is prima facie evidence of the facts stated in the affidavit.

8. A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if: (a) The electronic transmission is otherwise retrievable in perceivable form; and (b) The sender and the recipient have consented in writing to the use of such form of electronic transmission.

9. If any provision of this title prescribes requirements for notices or other communication in particular circumstances, those requirements govern. If the organic rules of an entity prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this title, those requirements govern. The organic rules of an entity may authorize, require or prohibit delivery of notices of meetings of directors, managers, members, partners or other owners of the entity by electronic transmission.

10. In the event that any provisions of this section are deemed to modify, limit or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the provisions of this section shall be deemed to control to the maximum extent permitted by section 102(a)(2) of that Act, 15 U.S.C. § 7002(a)(2) .

11. As used in this section: (a) “Entity” has the meaning ascribed to it in NRS 77.060 . (b) “Organic law” has the meaning ascribed to it in NRS 77.170 . (c) “Organic rules” has the meaning ascribed to it in NRS 77.180 .
Nev. Rev. Stat. § 78.720 — NV Code / Title 7 / Chapter 78 / Section 78.720
Employees' liens for wages when corporation insolvent
Status: in_force

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

2. The word “employees” does not include any of the officers of the corporation.
Nev. Rev. Stat. § 87.002 — NV Code / Title 7 / Chapter 87 / Section 87.002
“Business” defined
Status: in_force

“ Business ” includes every business, trade and occupation.
Nev. Rev. Stat. § 87.290 — NV Code / Title 7 / Chapter 87 / Section 87.290
Dissolution defined
Status: in_force

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
Nev. Rev. Stat. § 82.246 — NV Code / Title 7 / Chapter 82 / Section 82.246
Resignation
Status: in_force

1. Except as otherwise provided in subsection 2, and unless otherwise provided in its articles or bylaws, a member of a corporation may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation for dues, assessments or fees or charges for goods or services. No member may avoid liability for dues, assessments, fees or charges by resigning if the member owes them as a condition of or by reason of the ownership of an interest in real property.

2. Unless otherwise provided in its articles or bylaws, no member of a corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a corporation as a condition of or by reason of the ownership of an interest in real property, may resign pursuant to subsection 1.