Nev. Rev. Stat. § 87.560 — NV Code / Title 7 / Chapter 87 / Section 87.560
Operation of domestic partnership in another jurisdiction; registration of foreign registered limited-liability partnership
Status: in_force

1. To the extent permitted by the law of that jurisdiction: (a) A partnership, including a registered limited-liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country. (b) The internal affairs of a partnership, including a registered limited-liability partnership, formed and existing under this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, are governed by the law of this State.

2. Subject to any statutes for the regulation and control of specific types of business, a registered limited-liability partnership, formed and existing under the law of another jurisdiction, may do business in this State if it first registers with the Secretary of State pursuant to the provisions of NRS 87.440 to 87.500 , inclusive, and 87.5405 to 87.5443 , inclusive.

3. The name of a partnership that is registered as a limited-liability partnership in another jurisdiction and doing business in this State must contain the words “Limited-Liability Partnership” or “Registered Limited-Liability Partnership” or the abbreviations “L.L.P.” or “LLP,” or such other words or abbreviations as may be required or authorized by the law of the other jurisdiction, as the last words or letters of the name.
Nev. Rev. Stat. § 82.096 — NV Code / Title 7 / Chapter 82 / Section 82.096
Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations
Status: reserved

1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing it to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.

2. For the purposes of this section and NRS 82.101 , 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.

3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 87.460 — NV Code / Title 7 / Chapter 87 / Section 87.460
Amendment of certificate of registration
Status: in_force

1. A certificate of registration of a registered limited-liability partnership may be amended by filing with the Secretary of State a certificate of amendment. The certificate of amendment must set forth: (a) The name of the registered limited-liability partnership; and (b) The change to the information contained in the original certificate of registration or any other certificates of amendment.

2. The certificate of amendment must be: (a) Signed by a managing partner of the registered limited-liability partnership; and (b) Accompanied by a fee of $175.

3. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 88.640 — NV Code / Title 7 / Chapter 88 / Section 88.640
Provisions for existing partnerships
Status: in_force

1. A limited partnership formed under any statute of this State prior to July 1, 1931, may become a limited partnership under this chapter by complying with the provisions of this chapter if the certificate sets forth: (a) The amount of the original contribution of each limited partner, and the time when the contribution was made; and (b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.

2. A limited partnership formed under any statute of this State prior to July 1, 1931, until or unless it becomes a limited partnership under this chapter or chapter 87A of NRS, shall continue to be governed by the provisions of chapter 60, Laws of Nevada Territory 1862, entitled “An Act to Authorize the Formation of Limited Partnerships,” approved December 19, 1862, except that such a partnership must not be renewed unless so provided in the original agreement.
Nev. Rev. Stat. § 77.330 — NV Code / Title 7 / Chapter 77 / Section 77.330
Termination of registration of commercial registered agent
Status: in_force

1. A commercial registered agent which serves as the registered agent in this State for less than 10 entities or which ceases to serve as a registered agent in this State may terminate its registration as a commercial registered agent by filing with the Secretary of State a commercial registered agent termination statement signed by or on behalf of the agent which states: (a) The name of the agent as currently registered under NRS 77.320 ; and (b) That the agent is no longer in the business of serving as a commercial registered agent in this State.

2. A commercial registered agent termination statement takes effect on the 31st day after the day on which it is filed.

3. The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement.

4. When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Termination of the registration of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity.
Nev. Rev. Stat. § 90.275 — NV Code / Title 7 / Chapter 90 / Section 90.275
“Promoter” defined
Status: in_force

“Promoter” includes:

1. A person who, acting alone or in concert with one or more other persons, takes the entrepreneurial initiative in founding or organizing the business or enterprise of an issuer;

2. An officer or director who owns any securities of an issuer or any person who owns, beneficially or of record, 10 percent or more of any class of securities of the issuer if the officer, director or other person acquires any of those securities within 3 years before the issuer files a registration under this chapter in a transaction which does not possess the indicia of bargaining at arm's length; and

3. A member of the immediate family of a person within subsection 1 or 2 if the member received the securities in a transaction which does not possess the indicia of bargaining at arm's length.
Nev. Rev. Stat. § 78.029 — NV Code / Title 7 / Chapter 78 / Section 78.029
Procedure to submit replacement page to Secretary of State before actual filing of record
Status: in_force

Before the issuance of stock an incorporator, and after the issuance of stock an officer, of a 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. § 90.565 — NV Code / Title 7 / Chapter 90 / Section 90.565
Filing of notice before initial offering of securities
Status: in_force

An offering of securities is exempt from the provisions of NRS 90.460 and 90.560 if:

1. The securities are set forth in subparagraph (2) of paragraph (b) of section 18 of the Securities Act of 1933, 15 U.S.C. § 77r(b)(2) ; and

2. Before the initial offering in this State of the securities: (a) A copy of the issuer's federal registration statement is filed with the Securities and Exchange Commission; or (b) A notice on Form NF or Form N-9, as prescribed by the Administrator, is filed with the Administrator with a fee of $500.
Nev. Rev. Stat. § 87A.488 — NV Code / Title 7 / Chapter 87A / Section 87A.488
Dissolution of partnership whose certificate has been revoked without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 87A.315 , if the limited partnership provides evidence satisfactory to the Secretary of State that the limited partnership did not transact business in this State or as a limited partnership organized pursuant to the laws of this State: (a) During the entire period for which its certificate of limited partnership was revoked; or (b) During a portion of the period for which its certificate of limited partnership was revoked and the limited partnership paid the fees and penalties for the portion of that period in which the limited partnership transacted business in this State or as a limited partnership organized pursuant to the laws of this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 81.070 — NV Code / Title 7 / Chapter 81 / Section 81.070
Amendment of articles of incorporation
Status: in_force

Any such corporation may amend its articles of incorporation in any manner not inconsistent with the provisions of NRS 81.010 to 81.160 , inclusive, in the manner provided for by NRS 78.385 and 78.390 .
Nev. Rev. Stat. § 87.240 — NV Code / Title 7 / Chapter 87 / Section 87.240
Extent of property rights of partner
Status: in_force

The property rights of a partner are:

1. His or her rights in specific partnership property;

2. His or her interest in the partnership; and

3. His or her right to participate in the management.
Nev. Rev. Stat. § 87.4314 — NV Code / Title 7 / Chapter 87 / Section 87.4314
Applicability
Status: in_force

The provisions of NRS 87.4301 to 87.4357 , inclusive, apply to a partnership:

1. Which voluntarily elects to be governed by the provisions of NRS 87.4301 to 87.4357 , inclusive; or

2. Which is formed on or after July 1, 2006, and which does not voluntarily elect to be governed by the provisions of NRS 87.010 to 87.430 , inclusive.
Nev. Rev. Stat. § 82.541 — NV Code / Title 7 / Chapter 82 / Section 82.541
Directors, officers, employees and agents: Indemnification; insurance against liability
Status: in_force

1. A corporation governed by this chapter may indemnify any person against expenses as provided in NRS 78.7502 and 78.751 . For the purposes of this section, the word “stockholders” in NRS 78.751 is equivalent to the word “members.”

2. A corporation governed by this chapter may purchase and maintain insurance or make other financial arrangements on behalf of any person for any liability asserted against the person as provided in NRS 78.752 .
Nev. Rev. Stat. § 81.480 — NV Code / Title 7 / Chapter 81 / Section 81.480
Bylaws: Optional provisions
Status: in_force

Each corporation organized under NRS 81.410 to 81.540 , inclusive, may also, by its bylaws, provide for the following matters:

1. The manner of removal of any one or more of its directors.

2. The manner of filling any and all vacancies of the board of directors.

3. The conditions upon which and the time when membership of any member in the corporation shall cease; the mode, manner and effect of expulsion of a member, subject to the right of the expelled member to have the board of directors equitably appraise his or her property interests in the corporation and to fix the amount thereof in money, and to have the money paid to him or her within 60 days after such expulsion.

4. The amount of membership fee, if any.

5. The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the corporation.

6. The compensation, if any, to be paid by each member for any services rendered by the corporation to the member, and the time of payment and the manner of collecting the same, and may provide for forfeiture of the interest of the member in the corporation for nonpayment of the same.

7. The number and qualifications of members of the corporation.

8. The conditions precedent to membership.

9. The method, time and manner of permitting members to withdraw.

10. The assignment and transfer of the interest of members, and the manner of determining the value of such interest and providing for the purchase of such interest by the corporation upon the death, withdrawal or expulsion of a member or upon the forfeiture of a member’s membership, at the option of the corporation.
Nev. Rev. Stat. § 88.625 — NV Code / Title 7 / Chapter 88 / Section 88.625
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 partnership the remainder of those proceeds received by the plaintiff.
Nev. Rev. Stat. § 78B.150 — NV Code / Title 7 / Chapter 78B / Section 78B.150
Directors: Duties; liability
Status: in_force

1. In discharging the duties of their respective positions, and in considering the best interests of the benefit corporation, the board of directors, committees of the board of directors and individual directors of a benefit corporation must consider the impacts of any action or inaction upon: (a) The shareholders of the benefit corporation. (b) The employees and workforce of the benefit corporation and its subsidiaries and suppliers. (c) The interests of customers of the benefit corporation as beneficiaries of the general public benefit purpose or any specific public benefit purpose of the benefit corporation. (d) Community and societal factors, including, without limitation, factors in the community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located. (e) The local and global environment. (f) The short-term and long-term interests of the benefit corporation, including, without limitation, benefits that may accrue to the benefit corporation from its long-term plans and the possibility that those interests may be best served by control of the benefit corporation remaining unchanged. (g) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.

2. In discharging their respective duties, the board of directors, committees of the board of directors and individual directors of a benefit corporation may consider: (a) The resources, intent and conduct, including, without limitation, the past, stated and potential conduct, of any person seeking to acquire control of the benefit corporation. (b) Any other pertinent factors or the interests of any other person or group.

3. In discharging their respective duties, the board of directors, committees of the board of directors and individual directors of a benefit corporation are not required to give priority to any particular factor or the interests of any particular person or group referred to in subsection 1 or 2 over any other factor or the interests of any other person or group, unless the benefit corporation has stated its intention to give priority to a specific public benefit purpose identified in the articles of incorporation of the benefit corporation.

4. In performing his or her duties, a director of a benefit corporation is 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 benefit 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 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 is not entitled to rely on such information, opinions, reports, books of account or statements if the director has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.

5. The consideration of interests and factors in the manner required by this section does not constitute a violation of NRS 78.138 or 78.139 and is in addition to the ability of directors to consider the interests and factors set forth in NRS 78.138 and 78.139 .

6. A director of a benefit corporation is not liable for monetary damages for: (a) Any action or inaction in the course of performing the duties of a director under this section if the director performed the duties of a director in compliance with this section and NRS 78.138 and 78.139 . (b) Failure of the benefit corporation to pursue or create general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 .

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

8. In performing his or her duties, a director of a benefit corporation has the benefit of the presumptions established by subsection 3 of NRS 78.138 .
Nev. Rev. Stat. § 80.160 — NV Code / Title 7 / Chapter 80 / Section 80.160
Defaulting corporations: Duties of Secretary of State
Status: in_force

1. The Secretary of State shall notify, by providing written notice to its registered agent, each corporation deemed in default pursuant to NRS 80.150 . The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.

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

3. The Secretary of State shall notify, by providing written notice to its registered agent, each corporation specified in subsection 2 of the forfeiture of its right to do 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. § 78A.017 — NV Code / Title 7 / Chapter 78A / Section 78A.017
Cancellation of filings
Status: in_force

If a close corporation 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 close corporation may cancel the filing by:

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

2. Paying the required fee pursuant to subsection 7 of NRS 78.785 .
Nev. Rev. Stat. § 92A.080 — NV Code / Title 7 / Chapter 92A / Section 92A.080
“Owner's interest” defined
Status: in_force

“Owner's interest” means shares of stock in a corporation, membership in a nonprofit corporation, the interest of a member of a limited-liability company or a beneficial owner of a business trust, or the partnership interest of a general or limited partner of a limited partnership.
Nev. Rev. Stat. § 87.5443 — NV Code / Title 7 / Chapter 87 / Section 87.5443
Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership
Status: in_force

1. Except as otherwise provided in NRS 87.5413 , any foreign registered limited-liability partnership 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 87.5435 , 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 authorizing it to transact business in this State and amendments thereto, or existing certificate, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the foreign registered limited-liability partnership, which must be the name of the foreign registered limited-liability partnership at the time of the renewal or revival, or its name at the time of the expiration of its original certificate authorizing it to transact business in this State. (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 registered limited-liability partnership 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 authorizing it to transact business in this State 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 managing partners, or the equivalent thereof, and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the managing partners of the foreign registered limited-liability partnership.

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

3. A foreign registered limited-liability partnership 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 managing partners of the foreign registered limited-liability partnership. The signing and filing of the certificate must be approved by the written consent of the managing partners of the foreign registered limited-liability partnership holding at least a majority of the voting power and must contain a recital that this consent was secured. The foreign registered limited-liability partnership shall pay to the Secretary of State the fee required to qualify a foreign registered limited-liability partnership to transact business in this State pursuant to the provisions of NRS 87.5405 to 87.5443 , inclusive.

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

5. Except as otherwise provided in NRS 87.544 , a renewal or revival pursuant to this section relates back to the date on which the foreign registered limited-liability partnership's right to transact business in this State was forfeited and renews or revives the foreign registered limited-liability partnership's right to transact business as if such right had at all times remained in full force.
Nev. Rev. Stat. § 78.680 — NV Code / Title 7 / Chapter 78 / Section 78.680
Creditors' claims to be in writing under oath; examination of claimants
Status: in_force

Every claim against any corporation for which a receiver has been appointed shall be presented to the receiver in writing and upon oath. The claimant, if required, shall submit to such examination in relation to the claim as the court shall direct, and shall produce such books and papers relating to the claim as shall be required. The court shall have power to authorize the receiver to examine, under oath or affirmation, all witnesses produced before the receiver touching the claim or any part thereof.
Nev. Rev. Stat. § 87A.210 — NV Code / Title 7 / Chapter 87A / Section 87A.210
Dual capacity
Status: in_force

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners.
Nev. Rev. Stat. § 92A.230 — NV Code / Title 7 / Chapter 92A / Section 92A.230
Signing of articles of merger, conversion or exchange
Status: in_force

Articles of merger, conversion or exchange must be signed by each foreign and domestic constituent entity as follows:

1. By an officer of a corporation, whether or not for profit;

2. By one of the general partners of a limited partnership;

3. By a manager of a limited-liability company with managers or by one member of a limited-liability company without managers;

4. By a trustee of a business trust; and

5. By one general partner of a general partnership.
Nev. Rev. Stat. § 86.431 — NV Code / Title 7 / Chapter 86 / Section 86.431
Indemnification of manager, member, employee or agent: Scope; authorization
Status: in_force

1. To the extent that a manager, member, employee or agent of a limited-liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in NRS 86.411 and 86.421 , or in defense of any claim, issue or matter therein, the company shall indemnify him or her against expenses, including attorney's fees, actually and reasonably incurred by him or her in connection with the defense.

2. Any indemnification under NRS 86.411 and 86.421 , unless ordered by a court or advanced pursuant to NRS 86.441 , may be made by the limited-liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances. The determination must be made: (a) By the members or managers as provided in the articles of organization or the operating agreement; (b) If there is no provision in the articles of organization or the operating agreement, by a majority in interest of the members who are not parties to the action, suit or proceeding; (c) If a majority in interest of the members who are not parties to the action, suit or proceeding so order, by independent legal counsel in a written opinion; or (d) If members who are not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
Nev. Rev. Stat. § 86.213 — NV Code / Title 7 / Chapter 86 / Section 86.213
Penalty for purporting to do business as limited-liability company without filing articles of organization; enforcement; regulations
Status: in_force

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

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

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

4. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78.347 — NV Code / Title 7 / Chapter 78 / Section 78.347
Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State
Status: in_force

1. Any stockholder may apply to the district court to appoint one or more persons to be custodians of the corporation, and, if the corporation is insolvent, to be receivers of the corporation when: (a) The business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that a required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division; or (b) The corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets in accordance with this chapter.

2. An applicant on whose behalf a stockholder has applied to the district court for a custodianship pursuant to subsection 1 shall provide the following information, along with an affidavit attesting that such information is true and correct, to the district court: (a) A detailed list of all previous applications to a court in any jurisdiction for a custodianship of a publicly traded corporation that were filed by the applicant or an affiliate or subsidiary of the applicant. (b) If an application listed in paragraph (a) was approved, a detailed description of the activities performed during the custodianship by the applicant or the affiliate or subsidiary of the applicant. (c) A description of the current corporate status and business operation of any publicly traded corporation for which the applicant and any affiliate or subsidiary of the applicant has held a custodianship. (d) A full disclosure of any and all previous criminal, administrative, civil or National Association of Securities Dealers, Inc., or Securities and Exchange Commission investigations, violations or convictions concerning the applicant and any affiliate or subsidiary of the applicant. (e) Evidence of reasonable efforts by the applicant to contact the officers and directors of the corporation for which the custodianship is sought. (f) Evidence of a demand by the applicant to the officers and directors of the corporation for which the custodianship is sought that the corporation comply with the provisions of this chapter and that the applicant did not receive a response.

3. The district court shall order any applicant who is granted custodianship pursuant to this section to: (a) Comply with the provisions of NRS 78.180 or 80.170 , as applicable. The custodian shall submit evidence of compliance with this paragraph to the district court. (b) Provide reasonable notice to all shareholders of record of a shareholder meeting to be held within a reasonable time after an application for custodianship or receivership has been granted. The custodian shall submit evidence of compliance with this paragraph to the district court. (c) Provide the district court with a report of the actions taken at the shareholder meeting noticed by the custodian. (d) Provide the district court with periodic reports, at intervals to be determined by the court, of the activities of the custodian and the board of directors and the progress of the corporation. (e) Provide any other information deemed necessary by the court.

4. Within 10 days after being appointed custodian of a Nevada publicly traded corporation, the custodian shall file with the Secretary of State an amendment to the articles of incorporation containing the following information: (a) Disclosures of any previous criminal, administrative, civil or National Association of Securities Dealers, Inc., or Securities and Exchange Commission investigations, violations or convictions concerning the custodian and any affiliate of the custodian. (b) A statement indicating that: (1) Reasonable attempts were made to contact the officers or directors of the corporation to request that the corporation comply with corporate formalities and to continue its business. (2) The custodian is in fact continuing the business and attempting to further the interests of the shareholders. (3) The custodian will reinstate or maintain the corporate charter. (c) Any other information required by regulation to be submitted to the Secretary of State.

5. The Secretary of State may adopt regulations to administer the provisions of subsection 4.

6. A custodian appointed pursuant to this section has all the powers and title of a trustee appointed under NRS 78.590 , 78.635 and 78.650 , but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs or distribute its assets, except when the district court so orders and except in cases arising pursuant to paragraph (b) of subsection 1.
Nev. Rev. Stat. § 78.434 — NV Code / Title 7 / Chapter 78 / Section 78.434
Applicability: Election not to be governed by provisions
Status: in_force

NRS 78.411 to 78.444 , inclusive, do not apply to any combination of a resident domestic corporation:

1. Whose original articles of incorporation contain a provision expressly electing not to be governed by NRS 78.411 to 78.444 , inclusive, unless the articles of incorporation are subsequently amended to provide that the corporation is subject to NRS 78.411 to 78.444 , inclusive;

2. Whose articles of incorporation have been amended pursuant to subsection 1 and the combination is with a person who first became an interested stockholder before the effective date of the amendment;

3. Which, within 30 days after October 1, 1991, adopts an amendment to its bylaws expressly electing not to be governed by NRS 78.411 to 78.444 , inclusive, which may be rescinded by subsequent amendment of the bylaws;

4. Which adopts an amendment to its articles of incorporation, approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the resident domestic corporation not beneficially owned by interested stockholders or their affiliates and associates, expressly electing not to be governed by NRS 78.411 to 78.444 , inclusive, but the amendment to the articles of incorporation is not effective until 18 months after the vote of the resident domestic corporation's stockholders and does not apply to any combination of the resident domestic corporation with a person who first became an interested stockholder on or before the effective date of the amendment; or

5. Whose articles of incorporation were amended to contain a provision expressly electing not to be governed by NRS 78.411 to 78.444 , inclusive, before the date the corporation first became a resident domestic corporation.
Nev. Rev. Stat. § 78.423 — NV Code / Title 7 / Chapter 78 / Section 78.423
“Interested stockholder” defined
Status: in_force

1. “ Interested stockholder ,” when used in reference to any resident domestic corporation, means any person, other than the resident domestic corporation or any subsidiary of the resident domestic corporation, who is: (a) The beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the outstanding voting shares of the resident domestic corporation; or (b) An affiliate or associate of the resident domestic corporation and at any time within 2 years immediately before the date in question was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding shares of the resident domestic corporation.

2. To determine whether a person is an interested stockholder, the number of voting shares of the resident domestic corporation considered to be outstanding includes shares considered to be beneficially owned by that person through the application of NRS 78.414 , but does not include any other unissued shares of a class of voting shares of the resident domestic corporation which may be issuable to any person, other than the interested stockholder and its affiliates and associates, under any agreement, arrangement or understanding, or upon exercise of rights to convert, warrants or options, or otherwise.
Nev. Rev. Stat. § 86.571 — NV Code / Title 7 / Chapter 86 / Section 86.571
Waiver of notice
Status: in_force

When, under the provisions of this chapter or under the provisions of the articles of organization or operating agreement of a limited-liability company, notice is required to be given to a member or to a manager of the company, if it has a manager or managers, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated in it, is equivalent to the giving of notice.
Nev. Rev. Stat. § 87.4303 — NV Code / Title 7 / Chapter 87 / Section 87.4303
“Debtor in bankruptcy” defined
Status: in_force

“ Debtor in bankruptcy ” means a person who is the subject of:

1. An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

2. A comparable order under federal, state or foreign law governing insolvency.
Nev. Rev. Stat. § 80.110 — NV Code / Title 7 / Chapter 80 / Section 80.110
Filing requirements; fees; powers and duties of Secretary of State; regulations
Status: in_force

1. Each foreign corporation doing business in this State shall, at the time that the information required by NRS 80.010 is filed with the Secretary of State, or, if the foreign corporation 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 names and addresses, either residence or business, of its president, secretary and treasurer, or the equivalent thereof, and all of its directors; and (b) The signature of an officer of the corporation or some other person specifically authorized by the corporation to sign the list.

2. Each list filed pursuant to subsection 1 must be accompanied by: (a) A declaration under penalty of perjury that: (1) The foreign corporation has complied with the provisions of chapter 76 of NRS; (2) The foreign corporation acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State; and (3) None of the officers or directors 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 an officer or director in furtherance of any unlawful conduct. (b) A statement as to whether the foreign corporation is a publicly traded company. If the corporation is a publicly traded company, the corporation must list its Central Index Key. The Secretary of State shall include on the Secretary of State's Internet website the Central Index Key of a corporation provided pursuant to this subsection and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.

3. Upon filing: (a) The initial list required by subsection 1, the corporation shall pay to the Secretary of State a fee of $150. (b) Each annual list required by subsection 1, the corporation shall pay to the Secretary of State, if the amount represented by the total number of shares provided for in the articles is: $75,000 or less Over $75,000 and not over $200,000 Over $200,000 and not over $500,000 Over $500,000 and not over $1,000,000 Over $1,000,000: For the first $1,000,000 For each additional $500,000 or fraction thereof The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,125.

4. If a foreign corporation files an amended list of directors and officers with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the foreign corporation or the resigning director or officer is not required to pay a fee for filing the amended list.

5. Except as otherwise provided in subsection 4, if a director or officer of a corporation resigns and the resignation is not reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer shall pay to the Secretary of State a fee of $75 to file the resignation.

6. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each corporation which is required to comply with the provisions of NRS 80.110 to 80.175 , inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list pursuant to subsection 1. Failure of any corporation to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 80.110 to 80.175 , inclusive.

7. An annual list for a corporation 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.

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

9. For the purposes of this section, a stockholder is not deemed to exercise actual control of the daily operations of a corporation based solely on the fact that the stockholder has voting control of the corporation.

10. The Secretary of State may allow a foreign corporation to select an alternative due date for filing the initial list required by subsection 1.

11. The Secretary of State may adopt regulations to administer the provisions of subsection 10.
Nev. Rev. Stat. § 82.061 — NV Code / Title 7 / Chapter 82 / Section 82.061
Election of existing corporation to accept chapter: Filing requirements; contents
Status: in_force

1. A certificate of election to accept this chapter pursuant to NRS 82.056 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) If there are members or stockholders entitled to vote thereon, a statement setting forth the date of the meeting of the members or stockholders at which the election to accept this chapter and adopt new articles was made, that a quorum was present at the meeting and that acceptance and adoption was authorized by at least a majority of the votes which members or stockholders present at the meeting in person or by proxy were entitled to cast. (d) If there are no members or stockholders entitled to vote thereon, a statement of that fact, 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. (e) A statement that, in addition, the corporation followed the requirements of the law under which it was organized, its old articles of incorporation and its old bylaws so far as applicable in effecting the acceptance. (f) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation. (g) If the corporation has issued shares of stock, a statement of that fact including the number of shares theretofore authorized, the number issued and outstanding and that upon the effective date of the certificate of acceptance the authority of the corporation to issue shares of stock is thereby terminated.

2. The certificate so signed must be filed in the Office of the Secretary of State.
Nev. Rev. Stat. § 87.470 — NV Code / Title 7 / Chapter 87 / Section 87.470
Termination of registration
Status: in_force

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

1. Its certificate of registration is revoked pursuant to NRS 87.520 ; or

2. The registered limited-liability partnership files with the Secretary of State a notice of withdrawal signed by a managing partner. The notice must be accompanied by a fee of $100.
Nev. Rev. Stat. § 87.435 — NV Code / Title 7 / Chapter 87 / Section 87.435
Continued use of partnership name
Status: in_force

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
Nev. Rev. Stat. § 87A.050 — NV Code / Title 7 / Chapter 87A / Section 87A.050
“General partner” defined
Status: in_force

“ General partner ” means:

1. With respect to a limited partnership, a person that: (a) Becomes a general partner under NRS 87A.350 ; or (b) Was a general partner in a limited partnership subject to chapter 88 of NRS when the limited partnership voluntarily elected to become subject to this chapter; and

2. With respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a general partner in a limited partnership.
Nev. Rev. Stat. § 81.830 — NV Code / Title 7 / Chapter 81 / Section 81.830
Membership interest not transferable
Status: in_force

Except as otherwise provided in the governing principles, a member's interest or any right under the governing principles is not transferable.
Nev. Rev. Stat. § 82.216 — NV Code / Title 7 / Chapter 82 / Section 82.216
Authority of directors and representatives of corporation
Status: in_force

1. The statement in the articles or bylaws of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or members, an authorization to the directors and a limitation upon the actual authority of the representatives of the corporation. These limitations may be asserted in a proceeding by a director or a member entitled to vote for the election of directors or the Attorney General to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or to dissolve the corporation, or in a proceeding by the corporation, a director or a member entitled to vote for the election of directors suing in a representative suit against the officers or directors of the corporation for violation of their authority.

2. No limitation upon the business, purposes or powers of the corporation or upon the powers of the members, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or bylaws may be asserted as between the corporation, the directors or members and any third person.

3. Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done within the scope of the authority, actual or apparent, given by the directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is signed or is wholly or in part executory.
Nev. Rev. Stat. § 90.540 — NV Code / Title 7 / Chapter 90 / Section 90.540
Additional exemptions; fee
Status: in_force

1. The Administrator by regulation or order may: (a) Exempt any other security or transaction or class of securities or transactions from NRS 90.460 and 90.560 . (b) Adopt a transactional exemption for limited offerings that will further the objectives of compatibility with the exemptions from securities registration authorized by the Securities Act of 1933 1 and uniformity among the states. (c) Require the filing of a notice for an exemption adopted pursuant to this section.

2. Except as otherwise provided in NRS 90.565 and 90.567 , the Administrator shall require the payment of a fee of not less than $300 and not more than $500 for an exemption adopted pursuant to this section.

1 15 USCA § 77a et seq.
Nev. Rev. Stat. § 81.660 — NV Code / Title 7 / Chapter 81 / Section 81.660
Amendment of governing instrument: Provision for termination of status of private foundation
Status: in_force

In addition to amending the governing instrument of the private foundation in accordance with NRS 81.650 , the amendment may include a provision for the private foundation to conform with the requirements for termination of status as a private foundation as provided in Section 507, in order to avoid the tax provided in Section 507(c). 1

1 26 U.S.C.A. § 507.
Nev. Rev. Stat. § 87.4355 — NV Code / Title 7 / Chapter 87 / Section 87.4355
Statement of dissolution
Status: in_force

1. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

2. A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection 4 of NRS 87.4327 and is a limitation on authority for the purposes of subsection 5 of NRS 87.4327 .

3. For the purposes of NRS 87.4325 and 87.4354 , a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.

4. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections 4 and 5 of NRS 87.4327 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
Nev. Rev. Stat. § 82.301 — NV Code / Title 7 / Chapter 82 / Section 82.301
Effect of failure to elect director on designated day
Status: in_force

If the directors are not elected on the day designated for the purpose, the corporation is not for that reason dissolved, but every director continues to hold office and shall discharge the duties of a director until a successor has been elected.
Nev. Rev. Stat. § 90.730 — NV Code / Title 7 / Chapter 90 / Section 90.730
Public information and confidentiality
Status: in_force

1. Except as otherwise provided in subsection 2, information and records filed with or obtained by the Administrator are public information and are available for public examination.

2. Except as otherwise provided in subsections 3 and 4 and NRS 239.0115 , the following information and records do not constitute public information under subsection 1 and are confidential: (a) Information or records obtained by the Administrator in connection with an investigation concerning possible violations of this chapter; and (b) Information or records filed with the Administrator in connection with a registration statement filed under this chapter or a report under NRS 90.390 which constitute trade secrets or commercial or financial information of a person for which that person is entitled to and has asserted a claim of privilege or confidentiality authorized by law.

3. The Administrator may submit any information or evidence obtained in connection with an investigation to the: (a) Attorney General or appropriate district attorney for the purpose of prosecuting a criminal action under this chapter; and (b) Department of Taxation for its use in carrying out the provisions of chapters 363A and 363C of NRS.

4. The Administrator may disclose any information obtained in connection with an investigation pursuant to NRS 90.620 to the agencies and administrators specified in subsection 1 of NRS 90.740 but only if disclosure is provided for the purpose of a civil, administrative or criminal investigation or proceeding, and the receiving agency or administrator represents in writing that under applicable law protections exist to preserve the integrity, confidentiality and security of the information.

5. This chapter does not create any privilege or diminish any privilege existing at common law, by statute, regulation or otherwise.
Nev. Rev. Stat. § 76.040 — NV Code / Title 7 / Chapter 76 / Section 76.040
“Wages” defined
Status: in_force

“ Wages ” means any remuneration paid for personal services, including commissions, and bonuses and remuneration payable in any medium other than cash.
Nev. Rev. Stat. § 81.220 — NV Code / Title 7 / Chapter 81 / Section 81.220
General powers
Status: in_force

Every association formed under NRS 81.170 to 81.270 , inclusive, may:

1. Sue and be sued in any court in its associate name.

2. Make and use a common seal and alter it at pleasure, but the use or nonuse of such a seal does not affect the legality of any record.

3. Receive by gift, devise or purchase, hold and convey, real and personal property as the purposes of the association may require.

4. Appoint such subordinate agents or officers as the business may require.

5. Admit associates or members, and sell or forfeit their interest in the association for default of installments, dues, work or labor required, as provided by the bylaws.

6. Enter into any and all lawful contracts or obligations essential to the transaction of its affairs, for the purpose for which it was formed.

7. Borrow money.

8. Issue all such notes, bills or evidence of indebtedness or mortgage as its bylaws may provide for.

9. Trade, barter, buy, sell and exchange.

10. Do all other things proper to be done for the purpose of carrying into effect the objects for which the association is formed.
Nev. Rev. Stat. § 87.4334 — NV Code / Title 7 / Chapter 87 / Section 87.4334
Distributions in kind
Status: in_force

A partner has no right to receive, and may not be required to accept, a distribution in kind.
Nev. Rev. Stat. § 81.270 — NV Code / Title 7 / Chapter 81 / Section 81.270
Succession to membership: Nomination and transfer on death
Status: in_force

1. Any member may, upon or after becoming a member, nominate upon his or her application, or otherwise file with the secretary of any association incorporated under NRS 81.170 to 81.270 , inclusive, of which he or she is a member, the person whom the member desires to succeed to his or her membership and interests in the association upon his or her death.

2. Upon proof of the member's death being made, according to the bylaws and to the satisfaction of the association's board of directors, the secretary shall transfer the deceased member's membership and interests in the cooperative association to the person or persons so nominated, with the consent of the board of directors, without letters of administration.

3. If the board of directors do not consent to the nominee's becoming a member, then the association shall, within 90 days after proof, pay the nominee the amount which the deceased member has paid on the membership, together with the amount of his or her other interests in the association.
Nev. Rev. Stat. § 88.485 — NV Code / Title 7 / Chapter 88 / Section 88.485
Distribution of assets among partners
Status: in_force

Distributions of cash or other assets of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions must be made on the basis of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335 , of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Nev. Rev. Stat. § 81.430 — NV Code / Title 7 / Chapter 81 / Section 81.430
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. Unless the corporation is an association or a unit-owners' association, each term as defined in NRS 116.011 , 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 81.410 to 81.540 , 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. § 77.010 — NV Code / Title 7 / Chapter 77 / Section 77.010
Short title
Status: in_force

This chapter may be cited as the Model Registered Agents Act.
Nev. Rev. Stat. § 78.050 — NV Code / Title 7 / Chapter 78 / Section 78.050
Commencement of corporate existence
Status: in_force

1. Upon the filing of the articles of incorporation pursuant to NRS 78.030 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. From the date the articles are filed, the corporation is a body corporate, by the name set forth in the articles of incorporation, subject to the forfeiture of its charter or dissolution as provided in this chapter.

2. Neither an incorporator nor a director designated in the articles of incorporation thereby becomes a subscriber or stockholder of the corporation.

3. The filing of the articles of incorporation does not, by itself, constitute commencement of business by the corporation.
Nev. Rev. Stat. § 86.542 — NV Code / Title 7 / Chapter 86 / Section 86.542
Creditors’ proofs of claims; when participation barred; notice
Status: in_force

All creditors shall present and make proof to the receiver of their respective claims against the limited-liability company within 6 months from the date of appointment of the receiver or trustee for the company, or sooner if the court shall order and direct, and all creditors and claimants failing to do so within the time limited by this section, or the time prescribed by the order of the court, shall by the direction of the court be barred from participating in the distribution of the assets of the company. The court shall also prescribe what notice, by publication or otherwise, shall be given to creditors of such limitation of time.
Nev. Rev. Stat. § 82.071 — NV Code / Title 7 / Chapter 82 / Section 82.071
Limitations on eligibility to organize under chapter
Status: in_force

1. An insurance company may be organized under this chapter, but such a corporation may not: (a) Transact any such business within this State until it has first complied with all laws concerning or affecting the right to engage in such business; or (b) Infringe on the laws of any other state or country in which it may intend to engage in business, by so organizing under this chapter.

2. No stock fire insurance company, surety company, express company, trust company, stock savings and loan association or savings bank or corporation organized for the purpose of conducting a banking business may be organized under this chapter.
Nev. Rev. Stat. § 92A.323 — NV Code / Title 7 / Chapter 92A / Section 92A.323
“Statement of intent” defined
Status: in_force

“ Statement of intent ” when used in reference to a proposed corporate action creating dissenter's rights, means written notice of a stockholder's intent to assert dissenter's rights and demand payment for the stockholder's shares if the corporate action is effectuated.
Nev. Rev. Stat. § 78B.090 — NV Code / Title 7 / Chapter 78B / Section 78B.090
Applicability
Status: in_force

1. This chapter is applicable to all benefit corporations.

2. The provisions of this chapter do not create any implication that a contrary or different rule of law is or would be applicable to a corporation that is not a benefit corporation. The provisions of this chapter do not affect any statute or rule of law that is or would be applicable to a corporation that is not a benefit corporation.

3. The provisions of chapters 78 and 78A of NRS, NRS 81.010 to 81.160 , inclusive, and chapters 89 and 92A of NRS apply to benefit corporations except where those provisions conflict or are inconsistent with the provisions of this chapter. A benefit corporation may be subject simultaneously to this chapter and chapter 78 or 78A of NRS, NRS 81.010 to 81.160 , inclusive, or chapter 89 of NRS, as applicable.

4. A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with or supersede a provision of this chapter.
Nev. Rev. Stat. § 91.080 — NV Code / Title 7 / Chapter 91 / Section 91.080
“Commodity Futures Trading Commission” defined
Status: in_force

“Commodity Futures Trading Commission” means the independent regulatory agency established by Congress to administer the Commodity Exchange Act.
Nev. Rev. Stat. § 78.443 — NV Code / Title 7 / Chapter 78 / Section 78.443
Authorized combinations: Required form and distribution of consideration
Status: in_force

The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the resident domestic corporation in a combination pursuant to NRS 78.441 and 78.442 must be in cash or in the same form as the interested stockholder has used to acquire the largest number of shares of the class or series of shares previously acquired by the interested stockholder, and the consideration must be distributed promptly.
Nev. Rev. Stat. § 88.490 — NV Code / Title 7 / Chapter 88 / Section 88.490
Right of partner to receive distributions before withdrawal from or dissolution of partnership
Status: in_force

Except as provided in NRS 88.490 to 88.525 , inclusive, a partner is entitled to receive distributions from a limited partnership before the partner’s withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon occurrence of the events specified in the partnership agreement.
Nev. Rev. Stat. § 87.520 — NV Code / Title 7 / Chapter 87 / Section 87.520
Defaulting partnerships: Identification; penalty; reinstatement of partnership which is unit-owners' association; duties of Secretary of State; revocation of registration
Status: in_force

1. A registered limited-liability partnership that fails to comply with the provisions of NRS 87.510 is in default.

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a registered limited-liability partnership 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 registered limited-liability partnership to be in default. If, after the registered limited-liability partnership is deemed to be in default, the Administrator notifies the Secretary of State that the registered limited-liability partnership 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 registered limited-liability partnership if the registered limited-liability partnership complies with the requirements for reinstatement as provided in this section and NRS 87.530 .

3. Any registered limited-liability partnership that is in default pursuant to this section must, in addition to the fee required to be paid pursuant to NRS 87.510 , pay a penalty of $75.

4. The Secretary of State shall provide written notice to the registered agent of any registered limited-liability partnership that is in default. The written notice: (a) Must include the amount of any payment that is due from the registered limited-liability partnership. (b) At the request of the registered agent, may be provided electronically.

5. If a registered limited-liability partnership fails to pay the amount that is due, the certificate of registration of the registered limited-liability partnership shall be deemed revoked immediately after the last day of the month in which the anniversary date of the filing of the certificate of registration occurs, and the Secretary of State shall notify the registered limited-liability partnership, by providing written notice to its registered agent or, if the registered limited-liability partnership does not have a registered agent, to a managing partner, that its certificate of registration is revoked. The written notice: (a) Must include the amount of any fees and penalties incurred that are due. (b) At the request of the registered agent or managing partner, may be provided electronically.
Nev. Rev. Stat. § 82.011 — NV Code / Title 7 / Chapter 82 / Section 82.011
“Articles of incorporation” and “articles” defined
Status: in_force

“Articles of incorporation” and “articles” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 82.081 , 82.346 , 82.356 and 82.371 and any articles of merger filed pursuant to NRS 92A.005 to 92A.260 , inclusive.
Nev. Rev. Stat. § 78.135 — NV Code / Title 7 / Chapter 78 / Section 78.135
Authority of directors and representatives of corporation
Status: in_force

1. The statement in the articles of incorporation of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or stockholders, an authorization to the directors and a limitation upon the actual authority of the representatives of the corporation. Such limitations may be asserted in a proceeding by a stockholder or the State to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or to dissolve the corporation, or in a proceeding by the corporation or by the stockholders suing in a representative suit against the officers or directors of the corporation for violation of their authority.

2. No limitation upon the business, purposes or powers of the corporation or upon the powers of the stockholders, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles may be asserted as between the corporation or any stockholder and any third person.

3. Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done within the scope of the authority, actual or apparent, given by the directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is signed or is wholly or in part executory.
Nev. Rev. Stat. § 86.274 — NV Code / Title 7 / Chapter 86 / Section 86.274
Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets
Status: in_force

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

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

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

4. The Secretary of State shall forthwith notify, by providing written notice to its registered agent, each limited-liability company specified in subsection 3 of the forfeiture of its charter. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically.

5. If the charter of a limited-liability company is revoked and the right to transact business is forfeited, all of the property and assets of the defaulting company must be held in trust by the managers or, if none, by the members of the company, and the same proceedings may be had with respect to its property and assets as apply to the dissolution of a limited-liability company pursuant to NRS 86.505 and 86.521 . Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the charter, the proceedings must be dismissed and all property restored to the company.

6. If the assets are distributed, they must be applied in the following manner: (a) To the payment of the filing fee, penalties incurred and costs due to the State; and (b) To the payment of the creditors of the company. Any balance remaining must be distributed among the members as provided in subsection 1 of NRS 86.521 .
Nev. Rev. Stat. § 87A.465 — NV Code / Title 7 / Chapter 87A / Section 87A.465
Liability to other persons of person withdrawn as general partner
Status: in_force

1. A person's withdrawal as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before withdrawal. Except as otherwise provided in subsections 2 and 3, the person is not liable for a limited partnership's obligation incurred after withdrawal.

2. A person whose withdrawal as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under NRS 87A.365 on an obligation incurred by the limited partnership under NRS 87A.505 .

3. A person that has withdrawn as a general partner but whose withdrawal did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the withdrawal only if: (a) A general partner would be liable on the transaction; and (b) At the time the other party enters into the transaction: (1) Less than 2 years has passed since the withdrawal; and (2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner.

4. By agreement with a creditor of a limited partnership and the limited partnership, a person withdrawn as a general partner may be released from liability for an obligation of the limited partnership.

5. A person withdrawn as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's withdrawal as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
Nev. Rev. Stat. § 78B.180 — NV Code / Title 7 / Chapter 78B / Section 78B.180
Annual benefit report: Preparation by board of directors; required statement by board of directors
Status: in_force

1. The board of directors of a benefit corporation shall prepare and include in the annual benefit report to shareholders required by NRS 78B.170 a statement indicating whether, in the opinion of the board of directors, the benefit corporation failed in any material respect to pursue its general public benefit purpose and any specific public benefit purpose identified in the articles of incorporation pursuant to NRS 78B.140 during the period covered by the report.

2. If, in the opinion of the board of directors, the benefit corporation failed to pursue its general public benefit purpose or any specific public benefit purpose identified in the articles of incorporation pursuant to NRS 78B.140 , the statement required by subsection 1 must include a description of the ways in which the benefit corporation failed to pursue its general public benefit purpose or any specific public benefit purpose.
Nev. Rev. Stat. § 88.325 — NV Code / Title 7 / Chapter 88 / Section 88.325
Name of partnership: Reservation; transfer of right to exclusive use of reserved name
Status: reserved

1. The exclusive right to the use of a name may be reserved by: (a) Any person intending to organize a limited partnership under this chapter and to adopt that name; (b) Any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name; (c) Any foreign limited partnership intending to register in this State and adopt that name; and (d) Any person intending to organize a foreign limited partnership and intending to have it registered in this State and adopt that name.

2. The reservation must be made by filing with the Secretary of State an application, signed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, the Secretary of State shall reserve the name for the exclusive use of the applicant for a period of 90 days. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, signed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
Nev. Rev. Stat. § 91.220 — NV Code / Title 7 / Chapter 91 / Section 91.220
Prohibited activities of commodity merchant and board of trade
Status: in_force

1. A person shall not engage in a trade or business or otherwise act as a commodity merchant unless the person: (a) Is registered or temporarily licensed with the Commodity Futures Trading Commission for each activity constituting the person as a commodity merchant and the registration or temporary license has not expired or been suspended or revoked; or (b) Is exempt from registration by virtue of the Commodity Exchange Act or of a rule of the Commodity Futures Trading Commission.

2. A board of trade must not trade, or provide a place for the trading of, any commodity contract or commodity option required to be traded on or subject to the rules of a contract market designated by the Commodity Futures Trading Commission unless the board of trade has been designated for the commodity contract or commodity option and the designation has not been vacated, suspended or revoked.
Nev. Rev. Stat. § 81.260 — NV Code / Title 7 / Chapter 81 / Section 81.260
Association's property subject to execution; member's interest sold upon execution; rights of purchaser
Status: in_force

1. The property of the association shall be subject to judgment and execution for the lawful debts of the association.

2. The interest of a member in the association, if sold upon execution, or any judicial or governmental order whatever, cannot authorize the purchaser to have any right, except to succeed, as a member in the association, with the consent of the directors, to the rights of the member whose interest is thus sold. If the directors shall choose to pay or settle the matter, as provided in case of refused members, after such sale, they may either cancel the membership, and add the interest thus sold to the assets or common property of the association, or reissue the share or right to a new member upon proper payment therefor, as the directors may determine.
Nev. Rev. Stat. § 88.336 — NV Code / Title 7 / Chapter 88 / Section 88.336
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. § 88.450 — NV Code / Title 7 / Chapter 88 / Section 88.450
Events of withdrawal
Status: in_force

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

1. The general partner withdraws from the limited partnership as provided in NRS 88.495 ;

2. The general partner ceases to be a member of the limited partnership as provided in NRS 88.530 ;

3. The general partner is removed as a general partner in accordance with the partnership agreement;

4. Unless otherwise provided in writing in the partnership agreement, the general partner: (a) Makes an assignment for the benefit of creditors; (b) Files a voluntary petition in bankruptcy; (c) Is adjudicated a bankrupt or insolvent; (d) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or (f) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner’s properties;

5. Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without the general partner’s consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner’s properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;

6. In the case of a general partner who is a natural person: (a) The general partner’s death; or (b) The entry by a court of competent jurisdiction adjudicating the general partner to be incapacitated;

7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

8. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

9. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

10. In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
Nev. Rev. Stat. § 82.051 — NV Code / Title 7 / Chapter 82 / Section 82.051
Applicability of chapter; effect of chapter on corporations existing before October 1, 1991
Status: repealed

1. This chapter applies to the following corporations: (a) Corporations organized in this State on or after October 1, 1991, pursuant to the provisions of this chapter. (b) Corporations existing on October 1, 1991, which were organized pursuant to the following repealed statutes as they existed on September 30, 1991, and any predecessor acts: (1) NRS 81.290 to 81.340 , inclusive; (2) NRS 81.350 to 81.400 , inclusive; (3) NRS 83.010 to 83.100 , inclusive; (4) NRS 85.010 to 85.070 , inclusive; and (5) NRS 86.010 to 86.190 , inclusive. (c) Except where the following statutes are inconsistent with the provisions of this chapter, corporations existing on October 1, 1991, which were organized pursuant to: (1) NRS 81.170 to 81.270 , inclusive; and (2) NRS 81.410 to 81.540 , inclusive. (d) Corporations organized pursuant to the statutes described in paragraphs (b) and (c): (1) Which seek to renew or revive a charter which was revoked on or before October 1, 1991, in the manner provided in this chapter; or (2) Whose charters are renewed or revived in the manner provided in this chapter. (e) Corporations having shares of stock organized before and existing on October 1, 1991, pursuant to any provision of chapter 81 of NRS which elect to accept this chapter as provided in NRS 82.056 .

2. The existence of a corporation described in paragraphs (b) to (e), inclusive, of subsection 1 formed or existing before October 1, 1991, and any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on October 1, 1991, are not affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, or by the amendment or repeal of any laws under which the corporation was formed or created.
Nev. Rev. Stat. § 76.130 — NV Code / Title 7 / Chapter 76 / Section 76.130
Annual renewal of state business license: Fee; notice; penalty for late payment; waiver of fees and penalties
Status: in_force

1. Except as otherwise provided in subsection 2, a person who applies for renewal of a state business license shall submit a fee in the amount of $200 to the Secretary of State: (a) If the person is an entity required to file an annual list with the Secretary of State pursuant to this title, at the time the person submits the annual list to the Secretary of State, unless the person submits a certificate or other form evidencing the dissolution of the entity; or (b) If the person is not an entity required to file an annual list with the Secretary of State pursuant to this title, on the last day of the month in which the anniversary date of issuance of the state business license occurs in each year, unless the person submits a written statement to the Secretary of State, at least 10 days before that date, indicating that the person will not be conducting a business in this State after that date.

2. If the person applying for the renewal of a state business license pursuant to subsection 1 is a corporation organized pursuant to chapter 78, 78A or 78B of NRS, or a foreign corporation required to file an initial or annual list with the Secretary of State pursuant to chapter 80 of NRS, the fee for the renewal of a state business license is $500.

3. The Secretary of State shall, 90 days before the last day for filing an application for renewal of the state business license of a person who holds a state business license, provide to the person a notice of the state business license fee due pursuant to this section and a reminder to file the application for renewal required pursuant to this section. Failure of any person to receive a notice does not excuse the person from the penalty imposed by law.

4. If a person fails to submit the annual state business license fee required pursuant to this section in a timely manner 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; (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). (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. The Secretary of State shall provide to the person a written notice that: (1) Must include a statement indicating the amount of the fees and penalties required pursuant to this section and the costs remaining unpaid. (2) May be provided electronically, if the person has requested to receive communications by electronic transmission, by electronic mail or other electronic communication.

5. A person who continues to do business in this State without renewing the person's state business license before its renewal date is subject to the fees and penalties provided for in this section unless the person files a certificate of cancellation of the person's state business license with the Secretary of State.

6. The Secretary of State shall waive the annual state business license fee and any related penalty imposed on a natural person or partnership if the natural person or partnership provides evidence satisfactory to the Secretary of State that the natural person or partnership conducted no business in this State during the period for which the fees and penalties would be waived.
Nev. Rev. Stat. § 81.550 — NV Code / Title 7 / Chapter 81 / Section 81.550
Short title
Status: in_force

NRS 81.550 to 81.660 , inclusive, may be cited as the Charitable Organization Act.
Nev. Rev. Stat. § 87.400 — NV Code / Title 7 / Chapter 87 / Section 87.400
Rules for distribution
Status: in_force

In settling accounts between the partners after dissolution, the following rules must be observed, subject to any agreement to the contrary:

1. The assets of the partnership are: (a) The partnership property; and (b) The contributions of the partners specified in subsection 4.

2. The liabilities of the partnership rank in order of payment, as follows: (a) Those owing to creditors other than partners. (b) Those owing to partners other than for capital and profits. (c) Those owing to partners in respect of capital. (d) Those owing to partners in respect of profits.

3. The assets must be applied in order of their declaration in subsection 1 to the satisfaction of the liabilities.

4. Except as otherwise provided in subsection 2 of NRS 87.150 : (a) The partners shall contribute, as provided by subsection 1 of NRS 87.180 , the amount necessary to satisfy the liabilities; and (b) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

5. An assignee for the benefit of creditors or any person appointed by the court may enforce the contributions specified in subsection 4.

6. Any partner or his or her legal representative may enforce the contributions specified in subsection 4, to the extent of the amount which the partner or legal representative has paid in excess of his or her share of the liability.

7. The individual property of a deceased partner is liable for the contributions specified in subsection 4.

8. When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.

9. Where a partner has become bankrupt or a partner’s estate is insolvent, the claims against the partner’s separate property rank in the following order: (a) Those owing to separate creditors. (b) Those owing to partnership creditors. (c) Those owing to partners by way of contribution.
Nev. Rev. Stat. § 87A.605 — NV Code / Title 7 / Chapter 87A / Section 87A.605
Cancellation of registration
Status: in_force

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

2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 78B.060 — NV Code / Title 7 / Chapter 78B / Section 78B.060
“Specific public benefit” defined
Status: in_force

“ Specific public benefit ” includes, without limitation:

1. Providing low-income or underserved individuals or communities with beneficial products or services;

2. Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;

3. Protecting, preserving or restoring the environment;

4. Improving human health;

5. Promoting the arts, sciences or advancement of knowledge;

6. Increasing the flow of capital to entities with a general public benefit purpose; and

7. The accomplishment of any other particular benefit for society or the environment.
Nev. Rev. Stat. § 87A.120 — NV Code / Title 7 / Chapter 87A / Section 87A.120
“State” defined
Status: in_force

“ State ” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States.
Nev. Rev. Stat. § 92A.300 — NV Code / Title 7 / Chapter 92A / Section 92A.300
Definitions
Status: in_force

As used in NRS 92A.300 to 92A.500 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 86.138 — NV Code / Title 7 / Chapter 86 / Section 86.138
Company records: Manner of storage; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records
Status: in_force

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

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

3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
Nev. Rev. Stat. § 87A.615 — NV Code / Title 7 / Chapter 87A / Section 87A.615
Activities not constituting transaction of business
Status: in_force

1. For the purposes of NRS 87A.535 to 87A.625 , inclusive, the following activities do not constitute transacting business in this State: (a) Maintaining, defending or settling any proceeding; (b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs; (c) Maintaining accounts in banks or credit unions; (d) Maintaining offices or agencies for the transfer, exchange and registration of the company's own securities or maintaining trustees or depositaries with respect to those securities; (e) Making sales through independent contractors; (f) Soliciting or receiving orders outside this State through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside this State and filling them by shipping goods into this State; (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (i) Owning, without more, real or personal property; (j) Isolated transactions completed within 30 days and not a part of a series of similar transactions; (k) The production of motion pictures as defined in NRS 231.020 ; (l) Transacting business as an out-of-state depository institution pursuant to the provisions of chapters 657 to 671, inclusive, of NRS; and (m) Transacting business in interstate commerce.

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

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

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

5. As used in this section, “ deposits ” means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS .
Nev. Rev. Stat. § 78A.150 — NV Code / Title 7 / Chapter 78A / Section 78A.150
Provisional director: Requirements for appointment; qualifications, rights and powers; compensation
Status: in_force

1. Notwithstanding any contrary provision of the articles of incorporation, the bylaws or an agreement of the stockholders, the court may appoint a provisional director for a close corporation if the shareholders or directors, if any, are so divided concerning the management of the business and affairs of the corporation that the votes required for action by the board of directors cannot be obtained, with the consequence that the business and affairs of the corporation cannot be conducted to the advantage of the stockholders generally.

2. An application for relief pursuant to this section must be filed: (a) By at least one-half of the number of directors then in office; (b) By the holders of at least one-third of all stock then entitled to elect directors; or (c) If there is more than one class of stock then entitled to elect one or more directors, by the holders of two-thirds of the stock of each class. The articles of incorporation of a close corporation may provide that a lesser proportion of the directors, the stockholders or a class of stockholders may apply for relief under this section.

3. A provisional director: (a) Must be an impartial person who is not a stockholder or a creditor of the corporation or of any subsidiary or affiliate of the corporation and whose further qualifications, if any, may be determined by the court. (b) Is not a custodian or receiver of the corporation and does not have the title and powers of a custodian or receiver appointed under NRS 78A.140 . (c) Has the rights and powers of an elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as the provisional director may be removed by order of the court.

4. The compensation of a provisional director must be determined by agreement between the provisional director and the corporation subject to the approval of the court, which may fix the compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.
Nev. Rev. Stat. § 87A.195 — NV Code / Title 7 / Chapter 87A / Section 87A.195
Information required to be maintained at principal office in State or with custodian of records
Status: in_force

A 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 limited partnership's registered office the following information:

1. A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.

2. A copy of the certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed.

3. A copy of any filed articles of conversion or merger.

4. A copy of the limited partnership's federal, state and local income tax returns and reports, if any, for the 3 most recent years.

5. A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.

6. A copy of any financial statement of the limited partnership for the 3 most recent years.

7. A copy of the three most recent annual lists filed with the Secretary of State pursuant to NRS 87A.290 .

8. A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement.

9. Unless contained in a partnership agreement made in a record, a record stating: (a) The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
Nev. Rev. Stat. § 78.640 — NV Code / Title 7 / Chapter 78 / Section 78.640
Property and privileges of insolvent corporation vest in appointed receiver
Status: in_force

All real and personal property of an insolvent corporation, wheresoever situated, and all its franchises, rights, privileges and effects shall, upon the appointment of a receiver, forthwith vest in the receiver, and the corporation shall be divested of the title thereto.
Nev. Rev. Stat. § 87.4326 — NV Code / Title 7 / Chapter 87 / Section 87.4326
Transfer of partnership property
Status: in_force

1. Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under NRS 87.4327 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

2. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under NRS 87.4325 and: (a) As to a subsequent transferee who gave value for property transferred under paragraph (a) or (b) of subsection 1, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (b) As to a transferee who gave value for property transferred under paragraph (c) of subsection 1, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

3. A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection 2, from any earlier transferee of the property.

4. If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Nev. Rev. Stat. § 90.620 — NV Code / Title 7 / Chapter 90 / Section 90.620
Investigations and subpoenas
Status: in_force

1. The Administrator may make an investigation, within or outside of this State, as the Administrator finds necessary to determine whether a person has violated or is about to violate this chapter or any regulation or order of the Administrator under this chapter or to aid in enforcement of this chapter.

2. Except as otherwise provided in subsection 4 of NRS 90.730 , the Administrator may publish information concerning a violation of this chapter or a regulation or order of the Administrator under this chapter or concerning types of securities or acts or practices in the offer, sale or purchase of types of securities which may operate as a fraud or deceit.

3. For the purposes of an investigation or proceeding under this chapter, the Administrator or any officer or employee designated by the Administrator by regulation, order or written direction may conduct hearings, administer oaths and affirmations, render findings of fact and conclusions of law, subpoena witnesses, compel their attendance, take evidence and require the production, by subpoena or otherwise, of books, papers, correspondence, memoranda, agreements or other records which the Administrator determines to be relevant or material to the investigation or proceeding. A person whom the Administrator does not consider to be the subject of an investigation is entitled to reimbursement at the rate of 25 cents per page for copies of records which the person is required by subpoena to produce. The Administrator may require or permit a person to file a statement, under oath or otherwise as the Administrator determines, as to the facts and circumstances concerning the matter to be investigated.

4. If the activities constituting an alleged violation for which the information is sought would be a violation of this chapter had the activities occurred in this State, the Administrator may issue and apply to enforce subpoenas in this State at the request of a securities agency or administrator of another state, jurisdiction, Canadian province or territory, the Commodity Futures Trading Commission, or by the Securities and Exchange Commission or a comparable regulatory agency of another country.

5. If a person does not testify or produce the records required by the Administrator or a designated officer or employee pursuant to subpoena, the Administrator or designated officer or employee may apply to the court for an order compelling compliance. A request for an order of compliance may be addressed to: (a) The district court in and for the county where service may be obtained on the person refusing to testify or produce, if the person is subject to service of process in this State; or (b) A court of another state having jurisdiction over the person refusing to testify or produce, if the person is not subject to service of process in this State.

6. Not later than the time the Administrator requests an order for compliance, the Administrator shall either send notice of the request by registered or certified mail, return receipt requested, to the respondent at the last known address or take other steps reasonably calculated to give the respondent actual notice.
Nev. Rev. Stat. § 78.039 — NV Code / Title 7 / Chapter 78 / Section 78.039
Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations
Status: reserved

1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing the proposed name to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.

2. For the purposes of this section and NRS 78.040 , 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.

3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 87.4317 — NV Code / Title 7 / Chapter 87 / Section 87.4317
Supplemental principles of law
Status: in_force

1. Unless displaced by particular provisions of NRS 87.4301 to 87.4357 , inclusive, the principles of law and equity supplement the provisions of NRS 87.4301 to 87.4357 , inclusive.

2. If an obligation to pay interest arises pursuant to NRS 87.4301 to 87.4357 , inclusive, and the rate is not specified, the rate is that specified in NRS 99.040 .
Nev. Rev. Stat. § 78.433 — NV Code / Title 7 / Chapter 78 / Section 78.433
Applicability: Generally; protection of corporation and its stockholders
Status: in_force

1. NRS 78.411 to 78.444 , inclusive, do not apply to any combination of a resident domestic corporation: (a) Which was not, as of the date that the person first becomes an interested stockholder, a publicly traded corporation, unless the corporation's articles of incorporation provide otherwise. (b) Whose articles of incorporation have been amended to provide that the resident domestic corporation is subject to NRS 78.411 to 78.444 , inclusive, and which was not a publicly traded corporation on the effective date of the amendment, if the combination is with a person who first became an interested stockholder before the effective date of the amendment. (c) With an interested stockholder of the resident domestic corporation after the expiration of 4 years after the person first became an interested stockholder.

2. The articles of incorporation of a resident domestic corporation may impose on combinations of the resident domestic corporation stricter requirements than the requirements of NRS 78.411 to 78.444 , inclusive.

3. Without limiting the provisions of NRS 78.138 or 78.139 , the provisions of NRS 78.411 to 78.444 , inclusive, do not restrict the directors of a resident domestic 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, without limitation, adopting or signing plans, arrangements or instruments that issue, grant or deny rights or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power, for the purpose or having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.
Nev. Rev. Stat. § 87.4336 — NV Code / Title 7 / Chapter 87 / Section 87.4336
Conduct of partner: General standards
Status: in_force

1. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections 2 and 3.

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

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

4. A partner shall discharge the duties to the partnership and the other partners under NRS 87.4301 to 87.4357 , inclusive, or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

5. A partner does not violate a duty or obligation under NRS 87.4301 to 87.4357 , inclusive, or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.

6. A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.

7. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
Nev. Rev. Stat. § 78B.010 — NV Code / Title 7 / Chapter 78B / Section 78B.010
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 78B.020 to 78B.080 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 86.272 — NV Code / Title 7 / Chapter 86 / Section 86.272
Defaulting companies: Identification; reinstatement; penalty
Status: in_force

1. Each limited-liability company which is required to make a filing and pay the fee prescribed in NRS 86.263 and 86.264 and which refuses or neglects to do so within the time provided is in default.

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited-liability company 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 limited-liability company to be in default. If, after the limited-liability company is deemed to be in default, the Administrator notifies the Secretary of State that the limited-liability company 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 limited-liability company if the limited-liability company complies with the requirements for reinstatement as provided in this section and NRS 86.276 .

3. For default there must be added to the amount of the fee a penalty of $75. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 78.565 — NV Code / Title 7 / Chapter 78 / Section 78.565
Sale, lease or exchange of assets: Authority; vote of stockholders
Status: in_force

1. Unless otherwise provided in the articles of incorporation, every corporation may, by action taken at any meeting of its board of directors, sell, lease or exchange all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions as its board of directors may approve, when and as authorized by the affirmative vote of stockholders holding stock in the corporation entitling them to exercise at least a majority of the voting power.

2. Unless otherwise provided in the articles of incorporation, a vote of stockholders is not necessary: (a) For a transfer of assets by way of mortgage, or in trust or in pledge to secure indebtedness of the corporation; or (b) To abandon the sale, lease or exchange of assets.
Nev. Rev. Stat. § 87.550 — NV Code / Title 7 / Chapter 87 / Section 87.550
Fees
Status: in_force

In addition to any other fees required by NRS 87.440 to 87.540 , inclusive, and 87.560 , the Secretary of State shall charge and collect the following fees for services rendered pursuant to those sections:

1. For certifying records required by NRS 87.440 to 87.540 , inclusive, and 87.560 , $30 per certification.

2. For signing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has not filed a certificate of amendment, $50.

3. For signing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has filed a certificate of amendment, $50.

4. For signing, certifying or filing any certificate or record not required by NRS 87.440 to 87.540 , inclusive, and 87.560 , $50.

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

6. For examining and provisionally approving any record before the record is presented for filing, $125.
Nev. Rev. Stat. § 92A.130 — NV Code / Title 7 / Chapter 92A / Section 92A.130
Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required
Status: in_force

1. Action by the stockholders of a surviving domestic corporation on a plan of merger is not required if: (a) The articles of incorporation of the surviving domestic corporation will not differ from its articles before the merger; (b) Each stockholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights immediately after the merger; (c) The number of voting shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger; and (d) The number of participating shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of participating shares outstanding immediately before the merger.

2. As used in this section: (a) “ Participating shares ” means shares that entitle their holders to participate without limitation in distributions. (b) “ Voting shares ” means shares that entitle their holders to vote unconditionally in elections of directors.
Nev. Rev. Stat. § 87.140 — NV Code / Title 7 / Chapter 87 / Section 87.140
Partnership bound by partner's breach of trust
Status: in_force

The partnership is bound to make good the loss:

1. Where one partner acting within the scope of his or her apparent authority receives money or property of a third person and misapplies it; and

2. Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
Nev. Rev. Stat. § 86.563 — NV Code / Title 7 / Chapter 86 / Section 86.563
Procedure to submit replacement page to Secretary of State before actual filing of record
Status: in_force

Before the issuance of members' interests an organizer, and after the issuance of members' interests, a manager, of a limited-liability company may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record. The signed authorization of the organizer or manager to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.
Nev. Rev. Stat. § 90.614 — NV Code / Title 7 / Chapter 90 / Section 90.614
Duty of broker-dealers and investment advisers to provide training; reporting to designated reporter
Status: in_force

1. Each broker-dealer and investment adviser shall provide training concerning the identification and reporting of the suspected exploitation of an older person or vulnerable person to each sales representative, representative of the investment adviser and officer and employee of the broker-dealer or investment adviser who may: (a) As part of his or her regular duties for the broker-dealer or investment adviser, come into direct contact with an older person or vulnerable person; (b) Review or approve the financial documents, records or transactions of an older person or vulnerable person in connection with the offer, sale or purchase of securities; or (c) Offer advice as to the value or advisability of investing in, purchasing or selling securities to an older person or vulnerable person.

2. The training required pursuant to subsection 1: (a) Must be provided as soon as reasonably practicable, but not later than 6 months after the sales representative, representative of the investment adviser or officer or employee is employed by the broker-dealer or investment adviser; and (b) May be part of any existing continuing education or training program required to be completed by the sales representative, representative of the investment adviser or officer or employee of the broker-dealer or investment adviser.

3. The training required pursuant to subsection 1 must include, without limitation: (a) An explanation of the conduct which constitutes exploitation of an older person or vulnerable person; (b) The manner in which exploitation of an older person or vulnerable person may be recognized; (c) Information concerning the manner in which reports of exploitation of an older person or vulnerable person are investigated; and (d) Instruction concerning when and how to report known or suspected exploitation of an older person or vulnerable person.

4. A sales representative, representative of an investment adviser or officer or employee of a broker-dealer or investment adviser who has observed or has knowledge of an incident that is directly related to a transaction or matter which is within his or her scope of practice and which reasonably appears to be exploitation of an older person or vulnerable person shall report the known or suspected exploitation to a designated reporter pursuant to NRS 90.6145 .
Nev. Rev. Stat. § 86.071 — NV Code / Title 7 / Chapter 86 / Section 86.071
“Manager” defined
Status: in_force

“Manager” means a person, or one of several persons, designated in or selected pursuant to the articles of organization or operating agreement of a limited-liability company to manage the company.
Nev. Rev. Stat. § 78.3788 — NV Code / Title 7 / Chapter 78 / Section 78.3788
“Issuing corporation” defined
Status: in_force

“ Issuing corporation ” means a corporation, as of any date, which is organized in this State and which:

1. Has 200 or more stockholders of record, at least 100 of whom have had addresses in this State appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding such date; and

2. Does business in this State directly or through an affiliated corporation.
Nev. Rev. Stat. § 82.066 — NV Code / Title 7 / Chapter 82 / Section 82.066
Election of existing and expired corporation to accept chapter: Effect
Status: in_force

Upon filing a certificate of acceptance, the election of a corporation to accept this chapter is effective and the corporation has the powers and privileges and is subject to the duties, restrictions, penalties and liabilities given to and imposed upon the corporation by this chapter and by any other statutes pursuant to which it was created. The articles of incorporation attached to the certificate are thereafter the articles of incorporation of the corporation. The holders of shares of stock issued by the corporation are thereafter members of the corporation with one vote for each share of stock so surrendered, unless the articles so adopted and attached to the certificate provide otherwise.
Nev. Rev. Stat. § 81.230 — NV Code / Title 7 / Chapter 81 / Section 81.230
Bylaws: Adoption; amendment; required and optional provisions
Status: in_force

1. Every association formed under NRS 81.170 to 81.270 , inclusive, must, within 40 days after it so becomes an association, adopt a code of bylaws for the government and management of the association, not inconsistent with NRS 81.170 to 81.270 , inclusive. A majority of all the associates is necessary to the adoption of bylaws, and the bylaws must be written in a book and signed by the members adopting them.

2. The bylaws cannot be amended or modified except by the vote of a majority of all the members after notice of the proposed amendment is given as the bylaws may provide.

3. The bylaws must provide for the amount of the indebtedness which the association may incur.

4. The association may, by its code of bylaws, provide for: (a) The time, place and manner of calling and conducting its meetings. (b) The number of directors, the time of their election, their term of office, the mode and manner of their removal, the mode and manner of filling vacancies in the board caused by death, resignation, removal or otherwise, and the power and authority of directors, and how many thereof are necessary to the exercise of the powers of the directors or of any officer. (c) The number of the officers, if any, other than the directors, and their term of office, the mode of removal, and the method of filling a vacancy. (d) The mode and manner of conducting business. (e) The mode and manner of conducting elections, and may provide for voting by ballots forwarded by mail or otherwise, but the method must secure the secrecy of the ballot. (f) The mode and manner of succession of membership, and the qualifications of membership, and on what conditions, and when membership ceases, and the mode and manner of expulsion or refusal of a member, but an expelled or refused member is entitled to have a board of arbitration consisting of three persons, one selected by the board of directors, one by the expelled or refused member, and a third by the other two, appraise his or her interest in the association in either money, property or labor, as the directors choose, and to have the money, property or labor so awarded him or her paid or delivered, or performed within 40 days after expulsion or refusal. (g) The amount of any membership fee, and the dues, installments or labor which each member is required to pay or perform, if any, and the manner of collection or enforcement, and for forfeiture or sale of a member's interest for nonpayment or nonperformance. (h) The method, time and manner of permitting the withdrawal of a member, if at all, and how the member’s interest must be ascertained, either in money or property, and within what time it must be paid or delivered to the member. (i) The mode and manner of ascertaining the interest of a member at his or her death, if his or her legal representatives or none of them desire to succeed to the membership, and whether the value of the deceased member’s interest must be paid to his or her legal representatives in money, property or labor, and within what time it must be paid, delivered or performed, but a withdrawing member or the legal representative of a deceased member has the right to a board of arbitration the same as is provided for expelled or refused members. (j) Such other things as may be proper to carry out the purpose for which the association was formed.
Nev. Rev. Stat. § 78.307 — NV Code / Title 7 / Chapter 78 / Section 78.307
“Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company
Status: in_force

1. As used in this section, unless the context requires otherwise: (a) “Investment company” means any corporation, trust, association or fund which is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities, and whose assets are invested principally in cash or in securities of other issuers. (b) “Open-end investment company” means any investment company which issues one or more series or classes of securities under the terms of which the holder of the security, upon presentation thereof to the issuer, is entitled to receive approximately his or her proportionate share of the current net assets of the issuer applicable to such series or class, or the cash equivalent thereof.

2. An open-end investment company may, from time to time, redeem its shares, in accordance with their terms, at approximately the proportionate share of the current net assets of the issuer applicable to such shares, or the cash equivalent thereof.
Nev. Rev. Stat. § 78.390 — NV Code / Title 7 / Chapter 78 / Section 78.390
Amendment of articles after issuance of stock: Procedure
Status: in_force

1. Except as otherwise provided in subsection 8 or in NRS 77.340 or 78.209 or chapter 92A of NRS, every amendment to the articles of incorporation must be made in the following manner: (a) The board of directors must adopt a resolution setting forth the amendment proposed and submit the proposed amendment to the stockholders for approval. (b) If stockholders holding shares in the corporation representing at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, have approved the amendment, an officer of the corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted. (c) The certificate so signed must be filed with the Secretary of State.

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

3. Provision may be made in the articles of incorporation requiring, in the case of any specified amendments, approval by a larger proportion of the voting power of stockholders than that required by this section.

4. Different series of the same class of shares do not constitute different classes of shares for the purpose of voting by classes except when the series is adversely affected by an amendment in a different manner than other series of the same class.

5. The board of directors may, by resolution, abandon the proposed amendment without further action by the stockholders if the resolution of the stockholders approving the proposed amendment authorizes the board of directors to do so. The board of directors may, by resolution, abandon a proposed amendment pursuant to subsection 8 without any action by the stockholders.

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

7. If a certificate filed pursuant to subsection 1 specifies a later effective date or time and if the board of directors is authorized to abandon the proposed amendment pursuant to subsection 5, the board of directors may terminate the effectiveness of the certificate by resolution and by filing a certificate of termination with the Secretary of State that: (a) Is filed before the effective time of the certificate filed with the Secretary of State pursuant to subsection 1; (b) Identifies the certificate being terminated; (c) States that the board of directors is authorized to terminate the effectiveness of the certificate; (d) States that the effectiveness of the certificate has been terminated; (e) Is signed by an officer of the corporation; and (f) Is accompanied by a filing fee of $175.

8. No action by the stockholders is required if the proposed amendment to the articles of incorporation consists only of a change in the name of the corporation. The articles of incorporation may forbid a corporation from amending the articles of incorporation pursuant to this subsection without stockholder approval.
Nev. Rev. Stat. § 81.913 — NV Code / Title 7 / Chapter 81 / Section 81.913
“Worker cooperative” defined
Status: in_force

“ Worker cooperative ” means a corporation which has elected to be governed by the provisions of NRS 81.901 to 81.959 , inclusive.
Nev. Rev. Stat. § 90.350 — NV Code / Title 7 / Chapter 90 / Section 90.350
Application
Status: in_force

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

1. Except as otherwise provided in subsection 3, an applicant for licensing as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent must file with the Administrator an application for licensing and a consent to service of process pursuant to NRS 90.770 and pay the fee required by NRS 90.360 . The application for licensing must contain the social security number of the applicant and any other information the Administrator determines by regulation to be necessary and appropriate to facilitate the administration of this chapter.

2. The requirements of subsection 1 are satisfied by an applicant who has filed and maintains a completed and current registration with the Securities and Exchange Commission or a self-regulatory organization if the information contained in that registration is readily available to the Administrator through the Investment Adviser Registration Depository, the Central Registration Depository or another depository for registrations that has been approved by the Administrator by regulation or order. Except as otherwise provided in subsection 3, such an applicant must also file a notice with the Administrator in the form and content determined by the Administrator by regulation and a consent to service of process pursuant to NRS 90.770 and the fee required by NRS 90.360 . The Administrator, by order, may require the submission of additional information by an applicant.

3. An applicant for licensing as a transfer agent is not required to pay the fee required by NRS 90.360 .

4. As used in this section, “ Central Registration Depository ” means the Central Registration Depository of the Financial Industry Regulatory Authority, or its successor, and the North American Securities Administrators Association or its successor.
Nev. Rev. Stat. § 89.230 — NV Code / Title 7 / Chapter 89 / Section 89.230
Restrictions on membership and rendering of professional services
Status: in_force

Except as otherwise provided in NRS 623.349 , members who organize a professional association must all be natural persons licensed to render the same specific professional services as those for which the professional association is organized. Except as otherwise provided by law, a professional association may render professional service only through its members and employees who are licensed or otherwise authorized by law to render the professional service.
Nev. Rev. Stat. § 86.5469 — NV Code / Title 7 / Chapter 86 / Section 86.5469
Cancellation of registration without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a foreign limited-liability company whose right to transact business in this State has been revoked to cancel its registration without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 86.561 , if the foreign limited-liability company provides evidence satisfactory to the Secretary of State that the foreign limited-liability company did not transact business in this State: (a) During the entire period for which its right to transact business in this State was revoked; or (b) During a portion of the period for which its right to transact business in this State was revoked and the foreign limited-liability company paid the fees and penalties for the portion of that period in which the foreign limited-liability company transacted business in this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 88A.734 — NV Code / Title 7 / Chapter 88A / Section 88A.734
Addresses of trustees required; failure to file
Status: in_force

1. Each list required to be filed under the provisions of NRS 88A.732 to 88A.738 , inclusive, must, after the name of each trustee listed thereon, set forth the address, either residence or business, of each trustee.

2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign business trust for which the list has been offered for filing is subject to all the provisions of NRS 88A.732 to 88A.738 , inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
Nev. Rev. Stat. § 81.909 — NV Code / Title 7 / Chapter 81 / Section 81.909
“Patronage dividend” defined
Status: in_force

“ Patronage dividend ” means a dividend or distribution of net income made on the basis of patronage.
Nev. Rev. Stat. § 82.041 — NV Code / Title 7 / Chapter 82 / Section 82.041
“Registered office” defined
Status: in_force

“ Registered office ” of a corporation means the office maintained at the street address of its registered agent.
Nev. Rev. Stat. § 78.650 — NV Code / Title 7 / Chapter 78 / Section 78.650
Stockholders' application for injunction and appointment of receiver when corporation mismanaged
Status: in_force

1. Any holder or holders of one-tenth of the issued and outstanding stock may apply to the district court in the county in which the corporation has its principal place of business or, if the principal place of business is not located in this State, to the district court in the county in which the corporation's registered office is located, for an order appointing a receiver, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by and through a receiver appointed by the court, whenever irreparable injury to the corporation is threatened or being suffered and: (a) The corporation has willfully violated its charter; (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs and any presumption established by subsection 3 has been rebutted with respect to such conduct or control; (c) The assets of the corporation are in danger of waste, sacrifice or loss through attachment, foreclosure, litigation or otherwise; or (d) The corporation has dissolved, but has not proceeded diligently to wind up its affairs, or to distribute its assets in a reasonable time.

2. The application may be for the appointment of a receiver, without at the same time applying for the dissolution of the corporation, and notwithstanding the absence, if any there be, of any action or other proceeding in the premises pending in such court.

3. In any such application for a receivership, it is sufficient for a temporary appointment if notice of the same is given to the corporation alone, by process as in the case of an application for a temporary restraining order or injunction, and the hearing thereon may be had after 5 days' notice unless the court directs a longer or different notice and different parties.

4. The court may, if good cause exists therefor, appoint one or more receivers for such purpose, but in all cases directors or trustees who have been guilty of no negligence nor active breach of duty must be preferred in making the appointment. The court may at any time for sufficient cause make a decree terminating the receivership, or dissolving the corporation and terminating its existence, or both, as may be proper.

5. 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 78.635 , 78.640 and 78.645 , whether the corporation is insolvent or not.

6. The ownership requirement set forth in subsection 1 must be maintained from the date and throughout the pendency of the application for the appointment of a receiver of the corporation.
Nev. Rev. Stat. § 86.346 — NV Code / Title 7 / Chapter 86 / Section 86.346
Distributions: Form; status of member or transferee
Status: in_force

1. Unless otherwise provided in the operating agreement, a member, regardless of the nature of the member’s contributions, or a transferee, regardless of the nature of the contributions of the transferee’s predecessor, has no right to demand or receive any distribution from a limited-liability company in any form other than cash.

2. Except as otherwise provided in NRS 86.391 and 86.521 , and unless otherwise provided in the operating agreement, at the time a member or transferee becomes entitled to receive a distribution the member or transferee has the status of and is entitled to all remedies available to a creditor of the company with respect to the distribution.
Nev. Rev. Stat. § 90.410 — NV Code / Title 7 / Chapter 90 / Section 90.410
Power of inspection
Status: in_force

1. The Administrator, without previous notice, may examine in a manner reasonable under the circumstances the records, within or without this State, of a licensed broker-dealer, sales representative, investment adviser or representative of an investment adviser to determine compliance with this chapter. Licensed broker-dealers, sales representatives, investment advisers and representatives of investment advisers shall make their records available to the Administrator in legible form.

2. The Administrator, without previous notice, may examine, in a manner reasonable under the circumstances and as the Administrator considers necessary or appropriate in the public interest and for the protection of investors, the records, within or without this State, of any person who would otherwise be required to be licensed pursuant to NRS 90.310 or 90.330 . Such persons shall make their records available to the Administrator in legible form.

3. Except as otherwise provided in subsection 4, the Administrator may copy records or require a licensed person to copy records and provide the copies to the Administrator to the extent and in a manner reasonable under the circumstances.

4. The Administrator may inspect and copy records or require a transfer agent to copy records and provide the copies to the Administrator to the extent such records relate to information concerning principals, corporate officers or stockholders of any publicly traded company based in this State.

5. The Administrator by regulation may impose a reasonable fee for the expense of conducting an examination under this section.
Nev. Rev. Stat. § 91.190 — NV Code / Title 7 / Chapter 91 / Section 91.190
Sale or purchase of commodities prohibited; exceptions
Status: in_force

Except as otherwise provided in NRS 91.200 and 91.210 , a person shall not sell or purchase or offer to sell or purchase any commodity under any commodity contract or under any commodity option or offer to enter into or enter into as seller or purchaser any commodity contract or any commodity option.
Nev. Rev. Stat. § 86.495 — NV Code / Title 7 / Chapter 86 / Section 86.495
Dissolution by decree of court; termination of series by decree of court
Status: in_force

1. Upon application by or for a member, the district court may decree dissolution of a limited-liability company whenever it is not reasonably practicable to carry on the business of the company in conformity with the articles of organization or operating agreement.

2. Upon application by or for a member of a series, the district court may decree the termination of the series only, and not the dissolution of the company, whenever it is not reasonably practicable to carry on the business of the series in conformity with the articles of organization or operating agreement.

3. If a limited-liability company is required to be dissolved pursuant to NRS 86.491 and articles of dissolution have not been filed within 180 days after the date on which the company is required to be dissolved, upon application by or for the Secretary of State or any person who is adversely affected by the failure of the company to dissolve, the district court may decree dissolution of the company.
Nev. Rev. Stat. § 88A.935 — NV Code / Title 7 / Chapter 88A / Section 88A.935
Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records
Status: in_force

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

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

3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
Nev. Rev. Stat. § 86.091 — NV Code / Title 7 / Chapter 86 / Section 86.091
“Member's interest” defined
Status: in_force

“Member's interest” means a share of the economic interests in a limited-liability company, including profits, losses and distributions of assets.
Nev. Rev. Stat. § 84.030 — NV Code / Title 7 / Chapter 84 / Section 84.030
Articles of incorporation: Required provisions
Status: in_force

The articles of incorporation must specify:

1. The name of the corporation, which must be the name of the person making and subscribing the articles and the title of the person’s office in the church or religious society, naming it if desired, and followed by the words “and his or her successors, a corporation sole,” or the title of the person’s office in the church or religious society, naming it if desired, and followed by the words “and his or her successors, a corporation sole.”

2. The object of the corporation.

3. The title of the person making the articles, and the manner in which any vacancy occurring in the incumbency of an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent, other presiding officer or member of the clergy is required by the rules, regulations or discipline of such church, society or denomination to be filled.

4. The information required pursuant to NRS 77.310 .
Nev. Rev. Stat. § 81.907 — NV Code / Title 7 / Chapter 81 / Section 81.907
“Patronage” defined
Status: in_force

“ Patronage ” means the amount of work performed by a member measured in accordance with the articles of incorporation and bylaws of a worker cooperative.
Nev. Rev. Stat. § 78.250 — NV Code / Title 7 / Chapter 78 / Section 78.250
Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply
Status: in_force

1. When the articles of incorporation are amended in any way affecting the statements contained in certificates for outstanding shares or informational statements sent pursuant to NRS 78.235 , or it becomes desirable for any reason, in the discretion of the board of directors, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the board of directors may send additional informational statements as provided in NRS 78.235 and order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the board of directors.

2. Such an order may provide that the holder of any certificate so ordered to be surrendered is not entitled to vote or to receive distributions or exercise any of the other rights of stockholders of record until the holder of the certificate has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

3. The duty to surrender any outstanding certificates may also be enforced by action at law.
Nev. Rev. Stat. § 90.225 — NV Code / Title 7 / Chapter 90 / Section 90.225
“Depository institution” defined
Status: in_force

1. “Depository institution” means: (a) A person that is organized, chartered or holding an authorization certificate under the laws of a state or of the United States which authorizes the person to receive deposits, including a savings, share, certificate or deposit account, and that is supervised and examined for the protection of depositors by an official or agency of a state or the United States; and (b) A trust company or other institution that is authorized by federal or state law to exercise fiduciary powers of the type a national bank is permitted to exercise under the authority of the comptroller of the currency and is supervised and examined by an official or agency of a state or the United States.

2. “Depository institution” does not include an insurance company or other organization primarily engaged in the insurance business or a Morris Plan bank, industrial loan company, or a similar bank or company unless its deposits are insured by a federal agency.
Nev. Rev. Stat. § 92A.092 — NV Code / Title 7 / Chapter 92A / Section 92A.092
“Senior executive” defined
Status: in_force

“ Senior executive ” means the chief executive officer, chief operating officer, chief financial officer or anyone in charge of a principal business unit or function of a domestic corporation.
Nev. Rev. Stat. § 87A.075 — NV Code / Title 7 / Chapter 87A / Section 87A.075
“Person” defined
Status: in_force

“ Person ” means any natural person, corporation, business trust, estate, trust, partnership, limited-liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, any public corporation or any other legal or commercial entity.
Nev. Rev. Stat. § 88.650 — NV Code / Title 7 / Chapter 88 / Section 88.650
Operation of domestic partnership in another jurisdiction
Status: in_force

To the extent permitted by the law of that jurisdiction:

1. A limited partnership, including a registered limited-liability limited partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.

2. The internal affairs of a limited partnership, including a registered limited-liability limited partnership, formed and existing under this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, are governed by the laws of this State.
Nev. Rev. Stat. § 82A.200 — NV Code / Title 7 / Chapter 82A / Section 82A.200
Required disclosures
Status: in_force

1. Except as otherwise provided in this section and NRS 82A.210 , a solicitation for a contribution by, for or on behalf of a charitable organization or nonprofit organization, including, without limitation, a solicitation by means of electronic mail or other electronic medium or device, must disclose the following information: (a) The full legal name of the charitable organization or nonprofit organization as registered with the Secretary of State pursuant to this title; (b) If the charitable organization or nonprofit organization is not registered or not required to be registered with the Secretary of State pursuant to this title: (1) The full legal name of the charitable organization or nonprofit organization; and (2) The physical address of: (I) The principal place of business of the charitable organization or nonprofit organization; or (II) The custodian of financial records of the charitable organization or nonprofit organization, if the charitable organization or nonprofit organization does not have a physical address; (c) One of the following: (1) A phone number for the physical address of the principal place of business of the charitable organization or nonprofit organization or, if the charitable organization does not have a physical address, the phone number of the custodian of financial records of the charitable organization or nonprofit organization; or (2) An Internet address of a website for the charitable organization or nonprofit organization; (d) A statement or description of the purpose of the charitable organization or nonprofit organization; and (e) A statement that the contribution: (1) May be tax deductible, including a reference to the provision of law harboring the potential tax deduction; or (2) May not qualify for such a federal tax deduction.

2. A solicitation for a contribution by, for or on behalf of a charitable organization or nonprofit organization by means of electronic medium or device, other than electronic mail, is deemed to comply with the requirements of subsection 1 if: (a) The information required to be disclosed pursuant to subsection 1 may be obtained from an Internet website maintained by the charitable organization or nonprofit organization; (b) The charitable organization or nonprofit organization provides a hyperlink to that Internet website; and (c) The statement required by paragraph (e) of subsection 1 is located conspicuously on that Internet website or on the page of that Internet website where the donor commits to the contribution.

3. A solicitation or pledge drive conducted by a charitable organization or nonprofit organization as part of a broadcast telethon, radiothon, webcast or any similar form of broadcast communication is not required to provide the disclosure required by this section throughout the broadcast event, but must disclose the information to a prospective donor before the donor commits or pledges to make a contribution.

4. A disclosure provided in connection with an appeal for funds to benefit a particular person or his or her immediate family must contain: (a) The name of the particular person or family members who are to benefit from the appeal; and (b) A statement that a contribution in response to the appeal may not qualify for a federal tax deduction.
Nev. Rev. Stat. § 87A.540 — NV Code / Title 7 / Chapter 87A / Section 87A.540
Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration
Status: in_force

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

2. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed by a general partner. The application for registration must set forth: (a) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State; (b) The state or jurisdiction under whose law the foreign limited partnership is organized and the date of its organization; (c) The information required pursuant to NRS 77.310 ; (d) A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the registered agent's authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence; (e) The address of the office required to be maintained in the state or jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign limited partnership; (f) The name and business address of each general partner; and (g) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this State is cancelled or withdrawn.
Nev. Rev. Stat. § 88.345 — NV Code / Title 7 / Chapter 88 / Section 88.345
Right of partner to transact other business with partnership
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
Nev. Rev. Stat. § 90.567 — NV Code / Title 7 / Chapter 90 / Section 90.567
Filing of notice after first sale of securities
Status: in_force

1. If, pursuant to NRS 90.540 , the Administrator by regulation or order exempts from the provisions of NRS 90.460 and 90.560 an offer to sell or the sale of a security by an issuer to persons who are or the issuer believes are accredited investors, the issuer shall, within 15 days after the first sale in this State, file with the Administrator a fee of $500.

2. As used in this section, “ accredited investor ” has the meaning ascribed to it in 17 C.F.R. § 230.501(a) .
Nev. Rev. Stat. § 78.220 — NV Code / Title 7 / Chapter 78 / Section 78.220
Subscriptions for corporate shares: Payment; default; irrevocability
Status: in_force

1. Subscriptions to the shares of a corporation, whether made before or after its organization, must be paid in full at such time or in such installments at such times as determined by the board of directors. Any call made by the board of directors for payment on subscriptions must be uniform as to all shares of the same class or series.

2. If default is made in the payment of any installment or call, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. In addition, the corporation may sell a sufficient number of the subscriber's shares at public auction to pay for the installment or call and any incidental charges incurred as a result of the sale. No penalty causing a forfeiture of a subscription, of stock for which a subscription has been signed, or of amounts paid thereon, may be declared against any subscriber unless the amount due remains unpaid for 30 days after written demand. Such written demand shall be deemed made when it is mailed by registered or certified mail, return receipt requested, to the subscriber's last known address. If any of the subscriber's shares are sold at public auction, any excess of the proceeds over the total of the amount due plus any incidental charges of the sale must be paid to the subscriber or the subscriber’s legal representative. If an action is brought to recover the amount due on a subscription or call, any judgment in favor of the corporation must be reduced by the amount of the net proceeds of any sale by the corporation of the subscriber's stock.

3. All stock subject to a delinquent installment or call and all amounts previously paid by a delinquent subscriber for the stock must be forfeited to the corporation if an amount due from a subscriber remains unpaid, the corporation has complied with the requirements of subsection 2 and: (a) A bidder does not purchase the subscriber's shares at public auction; or (b) The corporation does not collect the defaulted amount by an action at law.

4. If a receiver of a corporation has been appointed, all unpaid subscriptions must be paid at such times and in such installments as the receiver or the court may direct, subject, however, to the provisions of the subscription contract.

5. A subscription for shares of a corporation to be organized is irrevocable for 6 months unless otherwise provided by the subscription agreement or unless all of the subscribers consent to the revocation of the subscription.
Nev. Rev. Stat. § 86.118 — NV Code / Title 7 / Chapter 86 / Section 86.118
“Registered agent” defined
Status: in_force

“ Registered agent ” has the meaning ascribed to it in NRS 77.230 .
Nev. Rev. Stat. § 78A.160 — NV Code / Title 7 / Chapter 78A / Section 78A.160
Option of stockholder to dissolve corporation: Inclusion in articles of incorporation; exercise of option; notice on stock certificate
Status: in_force

1. The articles of incorporation of any close corporation may include a provision granting to any stockholder or to the holder of any specified number or percentage of shares of any class of stock an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any option to dissolve is exercised, the stockholders who exercise the option shall give written notice thereof to all other stockholders. Thirty days after the notice is sent, the dissolution of the corporation must proceed as if the required number of stockholders having voting power consented in writing to dissolution of the corporation as provided by NRS 78.320 .

2. If the articles of incorporation as originally filed do not contain a provision authorized by subsection 1, the articles may be amended to include such a provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or not otherwise entitled to vote, unless the articles of incorporation specifically authorize such an amendment by a vote which is not less than two-thirds of all the outstanding stock, whether or not otherwise entitled to vote.

3. Each stock certificate in any corporation whose articles of incorporation authorize dissolution as permitted by this section must conspicuously note on the face of the certificate the existence of the provision or the provision is ineffective.
Nev. Rev. Stat. § 86.568 — NV Code / Title 7 / Chapter 86 / Section 86.568
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

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

2. To correct a record, the limited-liability company must: (a) Prepare a certificate of correction that: (1) States the name of the limited-liability company; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record; (4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and (5) Is signed by a manager of the company or, if management is not vested in a manager, by a member of the company, or by some other person specifically authorized by the company to sign the certificate. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $175 to the Secretary of State.

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

4. If a limited-liability company has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the limited-liability company 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. § 90.430 — NV Code / Title 7 / Chapter 90 / Section 90.430
Denial, suspension, revocation, fine or condition on grounds of lack of qualification
Status: in_force

The Administrator's determination that an applicant or licensed person lacks qualification under NRS 90.420 is limited by the following provisions:

1. The Administrator may not enter an order against a broker-dealer because of the lack of qualification of: (a) A person other than the broker-dealer if the broker-dealer is a natural person; or (b) A sales representative of the broker-dealer.

2. The Administrator may not enter an order against an investment adviser because of the lack of qualification of: (a) A person other than the investment adviser, if the investment adviser is a natural person; or (b) Any representative of an investment adviser or other person who represents the investment adviser in doing an act that makes the person an investment adviser.

3. The Administrator may not enter an order solely on the basis of lack of experience if the applicant or registrant is qualified by training or knowledge, or both.

4. The Administrator shall consider that: (a) A sales representative who will work under the supervision of a licensed broker-dealer need not have the same qualifications as a broker-dealer; and (b) A representative of an investment adviser who will work under the supervision of a licensed investment adviser need not have the same qualifications as an investment adviser.

5. The Administrator shall consider that an investment adviser is not necessarily qualified solely on the basis of experience as a broker-dealer or sales representative.
Nev. Rev. Stat. § 87A.565 — NV Code / Title 7 / Chapter 87A / Section 87A.565
Additional filing requirements for certain partnerships: Criteria; statement; fees
Status: in_force

1. At the time of submitting any list required pursuant to NRS 87A.560 , a foreign limited partnership that meets the criteria set forth in subsection 2 must submit: (a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and (b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.

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

3. A foreign limited partnership that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation: (a) The jurisdiction in which the investigation was commenced. (b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation. (c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation. (d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the foreign limited partnership and whether the foreign limited partnership was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.

4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General's Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440 .
Nev. Rev. Stat. § 86.135 — NV Code / Title 7 / Chapter 86 / Section 86.135
Amendment or repeal of provisions of chapter; chapter deemed part of articles of company
Status: repealed

The provisions of this chapter may be amended or repealed at the pleasure of the legislature. A limited-liability company created pursuant to the provisions of this chapter or availing itself of any of the provisions of this chapter and all members and managers of the limited-liability company are bound by the amendment. An amendment or repeal does not take away or impair any remedy against a limited-liability company or its managers or members for a liability that has been previously incurred. The provisions of this chapter and all amendments thereof are a part of the articles of every limited-liability company.
Nev. Rev. Stat. § 86.281 — NV Code / Title 7 / Chapter 86 / Section 86.281
General powers
Status: in_force

A limited-liability company organized and existing pursuant to this chapter, or any series thereof, may exercise the powers and privileges granted by this chapter and may:

1. Sue and be sued, complain and defend, in its name;

2. Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated;

3. Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;

4. Lend money to and otherwise assist its members;

5. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares, member's interests or other interests in or obligations of domestic or foreign limited-liability companies, domestic or foreign corporations, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;

6. Make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the company may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income;

7. Lend, invest and reinvest its money and take and hold real property and personal property for the payment of money so loaned or invested;

8. Conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country;

9. Appoint managers and agents, define their duties and fix their compensation;

10. Cease its activities and terminate its existence in accordance with this chapter;

11. Exercise all powers necessary or convenient to effect any of the purposes for which the company or series is organized; and

12. Hold a license issued pursuant to the provisions of chapter 463 of NRS .
Nev. Rev. Stat. § 78.3791 — NV Code / Title 7 / Chapter 78 / Section 78.3791
Approval of voting rights of acquiring person
Status: in_force

Except as otherwise provided by the articles of incorporation of the issuing corporation, a resolution of the stockholders granting voting rights to the control shares acquired by an acquiring person must be approved by:

1. The holders of a majority of the voting power of the corporation; and

2. If the acquisition would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, the holders of a majority of each class or series affected,

excluding those shares as to which any interested stockholder exercises voting rights.
Nev. Rev. Stat. § 90.460 — NV Code / Title 7 / Chapter 90 / Section 90.460
Registration requirement
Status: in_force

It is unlawful for a person to offer to sell or sell any security in this State unless the security is registered or the security or transaction is exempt under this chapter.
Nev. Rev. Stat. § 86.5422 — NV Code / Title 7 / Chapter 86 / Section 86.5422
Action on creditors’ claims; appeal of disallowed claims
Status: in_force

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

2. Every creditor or claimant who has received notice from the receiver or trustee that his or her claim has been disallowed in whole or in part may appeal to the district court within 30 days thereafter. The court, after a hearing, shall determine the rights of the parties.
Nev. Rev. Stat. § 88.355 — NV Code / Title 7 / Chapter 88 / Section 88.355
Amendment and restatement of certificate of limited partnership
Status: in_force

1. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate must set forth: (a) The name of the limited partnership; and (b) The amendment.

2. Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed: (a) The admission of a new general partner; (b) The withdrawal of a general partner; or (c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner.

3. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described, except the address of its office or the name or address of its registered agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

4. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

5. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the 30-day period specified in subsection 2.

6. A certificate of amendment 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.

7. A restated certificate of limited partnership may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the certificate of limited partnership in any manner, it must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the certificate of limited partnership on file with the Secretary of State are being altered or amended.
Nev. Rev. Stat. § 87A.165 — NV Code / Title 7 / Chapter 87A / Section 87A.165
Governing law
Status: in_force

The law of this State governs:

1. Relations among the partners of a limited partnership and between the partners and the limited partnership; and

2. The liability of partners as partners for an obligation of the limited partnership.
Nev. Rev. Stat. § 87A.345 — NV Code / Title 7 / Chapter 87A / Section 87A.345
Person erroneously believing self to be limited partner
Status: in_force

1. Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner if, on ascertaining the mistake, the person: (a) Causes an appropriate certificate of limited partnership, amendment or certificate of correction to be signed and delivered to the Secretary of State for filing; or (b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of withdrawal under this section.

2. A person that makes an investment described in subsection 1 is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment or certificate of correction to show that the person is not a general partner.

3. If a person makes a diligent effort in good faith to comply with paragraph (a) of subsection 1 and is unable to cause the appropriate certificate of limited partnership, amendment or certificate of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to paragraph (b) of subsection 1 even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
Nev. Rev. Stat. § 78.424 — NV Code / Title 7 / Chapter 78 / Section 78.424
“Market value” defined
Status: in_force

“ Market value ,” when used in reference to the shares or property of any resident domestic corporation, means:

1. In the case of shares, the highest closing sale price of a share during the 30 calendar days immediately preceding the date in question on the principal United States securities exchange registered under the Securities Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the fair market value on the date in question of a share as determined by the board of directors of the resident domestic corporation in good faith.

2. In the case of property other than cash or shares, the fair market value of the property on the date in question as determined by the board of directors of the resident domestic corporation in good faith.
Nev. Rev. Stat. § 86.5462 — NV Code / Title 7 / Chapter 86 / Section 86.5462
Additional filing requirements for certain companies: Criteria; statement; fees
Status: in_force

1. At the time of submitting any list required pursuant to NRS 86.5461 , a foreign limited-liability company that meets the criteria set forth in subsection 2 must submit: (a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and (b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.

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

3. A foreign limited-liability company that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation: (a) The jurisdiction in which the investigation was commenced. (b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation. (c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation. (d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the foreign limited-liability company and whether the foreign limited-liability company was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.

4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General's Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440 .
Nev. Rev. Stat. § 77.210 — NV Code / Title 7 / Chapter 77 / Section 77.210
“Qualified foreign entity” defined
Status: in_force

“ Qualified foreign entity ” means a foreign entity that is authorized to transact business in this State pursuant to a filing with the Secretary of State.
Nev. Rev. Stat. § 82A.030 — NV Code / Title 7 / Chapter 82A / Section 82A.030
“Charitable promotion, service or activity” defined
Status: in_force

“ Charitable promotion, service or activity ” means an advertising or sales campaign conducted by a for-profit entity or business, which represents that the purchase of goods or services or participation in an activity will benefit, in whole or in part, a charitable organization, nonprofit organization or charitable purpose.
Nev. Rev. Stat. § 92A.305 — NV Code / Title 7 / Chapter 92A / Section 92A.305
“Beneficial stockholder” defined
Status: in_force

“Beneficial stockholder” means a person who is a beneficial owner of shares held in a voting trust or by a nominee as the stockholder of record.
Nev. Rev. Stat. § 90.615 — NV Code / Title 7 / Chapter 90 / Section 90.615
Authority of Attorney General and district attorney
Status: in_force

1. The Attorney General may investigate and prosecute any violation of a provision of this chapter, a regulation adopted pursuant to this chapter, an order denying, suspending or revoking the effectiveness of registration or an order to cease and desist issued by the Administrator.

2. The district attorney of the appropriate county may prosecute any such violation: (a) At the request of the Attorney General; or (b) If the Attorney General does not prosecute such a violation.
Nev. Rev. Stat. § 88.575 — NV Code / Title 7 / Chapter 88 / Section 88.575
Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration
Status: in_force

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

2. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed by a general partner. The application for registration must set forth: (a) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State; (b) The state or jurisdiction under whose law the foreign limited partnership is organized and the date of its organization; (c) The information required pursuant to NRS 77.310 ; (d) A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the registered agent's authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence; (e) The address of the office required to be maintained in the state or jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign limited partnership; (f) The name and business address of each general partner; and (g) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this State is cancelled or withdrawn.
Nev. Rev. Stat. § 78B.040 — NV Code / Title 7 / Chapter 78B / Section 78B.040
“General public benefit” defined
Status: in_force

“ General public benefit ” means a material positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation.
Nev. Rev. Stat. § 86.176 — NV Code / Title 7 / Chapter 86 / Section 86.176
Name of company: Reservation; injunctive relief
Status: reserved

1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 86.171 , for the use of any proposed limited-liability company. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

2. The use by any other artificial person of a name in violation of subsection 1 or NRS 86.171 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.
Nev. Rev. Stat. § 90.800 — NV Code / Title 7 / Chapter 90 / Section 90.800
Summary order of Administrator; notice and opportunity for hearing; final order
Status: in_force

1. As an alternative to provisions of chapter 233B of NRS for contested cases, the Administrator may commence a proceeding under NRS 90.420 , 90.510 or 90.550 by entering a summary order. This order may be entered without notice, without opportunity for hearing, and need not be supported by findings of fact or conclusions of law, but must be in writing.

2. Upon entry of summary order the Administrator shall promptly notify in writing all parties against whom action is taken or contemplated that the summary order has been entered and the reasons therefor. The Administrator shall send all parties against whom action is taken a notice of opportunity for hearing on the matters set forth in the order. The notice must state that the parties have 15 days after receipt of the notice to mail a written request for a hearing to the Administrator.

3. The Administrator shall set the matter for hearing no more than 60 nor less than 15 days from the receipt of the request for hearing, and shall promptly notify the parties of the time and place for hearing. The time of the hearing may be continued upon the written request of the licensee for good cause shown.

4. The Administrator may by order make a summary order final: (a) Fifteen days after a party against whom action is taken or contemplated receives notice of the right to request a hearing if that party fails to request a hearing; or (b) If a party fails to appear at the hearing on the date set for a hearing.

5. If a hearing is requested, the Administrator may: (a) Extend the summary order until final determination of the matter; or (b) After further notice of the opportunity for prior hearing to all parties against whom action is taken or contemplated, modify or vacate the summary order.

6. Notice is complete upon delivery personally to the party or by mailing by certified mail to the last known address of the party. If the party is a sales representative, the Administrator shall also notify the broker-dealer with whom the sales representative is associated of the action by certified mail.
Nev. Rev. Stat. § 88.600 — NV Code / Title 7 / Chapter 88 / Section 88.600
Penalty for transacting business without registration; enforcement; regulations
Status: in_force

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

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

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

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

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

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

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

8. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 88.510 — NV Code / Title 7 / Chapter 88 / Section 88.510
Distribution in kind
Status: in_force

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner’s contributions, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership.
Nev. Rev. Stat. § 88.605 — NV Code / Title 7 / Chapter 88 / Section 88.605
Action by Attorney General to restrain transaction of business
Status: in_force

The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of NRS 88.570 to 88.605 , inclusive.