Nev. Rev. Stat. § 84.0065 — NV Code / Title 7 / Chapter 84 / Section 84.0065
Prohibition against formation of new corporation sole; exception
Status: in_force

1. Except as otherwise provided in subsection 2, no new corporation sole may be formed in this State on or after June 9, 2009. A corporation sole formed pursuant to this chapter before June 9, 2009, may continue in existence until the corporation is dissolved or its charter is revoked. A corporation sole that has its charter revoked pursuant to NRS 84.140 may be reinstated as provided in NRS 84.150 .

2. Until July 1, 2011, 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 of a church or religious society or denomination, who has been chosen, elected or appointed in conformity with the constitution, canons, rites, regulations or discipline of the church or religious society or denomination, and in whom is vested the legal title to property held for the purposes, use or benefit of the church or religious society or denomination, may form a new corporation sole if such person: (a) Is affiliated with and subordinate to the authority of a superior corporation sole which is in good standing under the laws of this State; and (b) Provides a statement, executed under penalty of perjury, by the presiding officer of the superior corporation sole attesting to the affiliation and stating the name of the superior corporation sole, the name and title of the presiding officer of the superior corporation sole and the nature of the affiliation between the superior corporation sole and the subordinate corporation sole.
Nev. Rev. Stat. § 92A.390 — NV Code / Title 7 / Chapter 92A / Section 92A.390
Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger; shares of stock not issued and outstanding on date of first announcement of proposed action
Status: in_force

1. There is no right of dissent pursuant to paragraph (a), (b), (c) or (f) of subsection 1 of NRS 92A.380 in favor of stockholders of any class or series which is: (a) A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(1)(A) or (B) , as amended; (b) Traded in an organized market and has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares; or (c) Issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, 15 U.S.C. §§ 80a-1 et seq., as amended, and which may be redeemed at the option of the holder at net asset value, unless the articles of incorporation of the corporation issuing the class or series or the resolution of the board of directors approving the plan of merger, conversion or exchange expressly provide otherwise.

2. The applicability of subsection 1 must be determined as of: (a) The record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the corporate action otherwise requiring dissenter's rights; or (b) The day before the effective date of such corporate action if: (1) There is no meeting of stockholders to act upon the corporate action otherwise requiring dissenter's rights; or (2) The corporate action is a merger described in NRS 92A.133 .

3. Subsection 1 is not applicable and dissenter's rights are available pursuant to NRS 92A.380 for the holders of any class or series of shares who are required by the terms of the corporate action to accept for such shares anything other than: (a) Cash; (b) Any security or other proprietary interest of any other entity, including, without limitation, shares, equity interests or contingent value rights, that satisfies the standards set forth in subsection 1 at the time the corporate action becomes effective; or (c) Any combination of paragraphs (a) and (b).

4. There is no right of dissent for any holders of stock of the surviving domestic corporation if the plan of merger does not require action of the stockholders of the surviving domestic corporation under NRS 92A.130 .

5. There is no right of dissent for any holders of stock of the parent domestic corporation if the plan of merger does not require action of the stockholders of the parent domestic corporation under NRS 92A.180 .

6. There is no right of dissent with respect to any share of stock that was not issued and outstanding on the date of the first announcement to the news media or to the stockholders of the terms of the proposed action requiring dissenter's rights.
Nev. Rev. Stat. § 87A.455 — NV Code / Title 7 / Chapter 87A / Section 87A.455
Effect of withdrawal as general partner
Status: in_force

1. Upon a person's withdrawal as a general partner: (a) The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (b) The person's duty of loyalty as a general partner under paragraph (c) of subsection 2 of NRS 87A.385 terminates; (c) The person's duty of loyalty as a general partner under paragraphs (a) and (b) of subsection 2 of NRS 87A.385 and duty of care under subsection 3 of NRS 87A.385 continue only with regard to matters arising and events occurring before the person's withdrawal as a general partner; (d) The person may sign and deliver to the Secretary of State for filing a certificate of withdrawal pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has withdrawn; and (e) Subject to NRS 87A.485 and the provisions of chapter 92A of NRS, any transferable interest owned by the person immediately before withdrawal in the person's capacity as a general partner is owned by the person as a mere transferee.

2. A person's withdrawal as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
Nev. Rev. Stat. § 91.240 — NV Code / Title 7 / Chapter 91 / Section 91.240
Applicability of NRS 91.190, 91.220 and 91.230
Status: in_force

1. NRS 91.190 , 91.220 and 91.230 apply to persons who sell or offer to sell when: (a) An offer to sell is made in this State; or (b) An offer to buy is made and accepted in this State.

2. NRS 91.190 , 91.220 and 91.230 apply to persons who buy or offer to buy when: (a) An offer to buy is made in this State; or (b) An offer to sell is made and accepted in this State.

3. For the purposes of this section, an offer to sell or to buy is made in this State, whether or not either party is then present in this State, when the offer: (a) Originates from this State; or (b) Is directed by the offeror to this State and received at the place to which it is directed, or at any post office in this State in the case of a mailed offer.

4. For the purposes of this section, an offer to buy or to sell is accepted in this State when acceptance: (a) Is communicated to the offeror in this State; and (b) Has not previously been communicated to the offeror, orally or in writing, outside this State. Acceptance is communicated to the offeror in this State, whether or not either party is then present in this State, when the offeree directs it to the offeror in this State, reasonably believing the offeror to be in this State and it is received at the place to which it is directed, or at any post office in this State in the case of a mailed acceptance.

5. For the purposes of this section, an offer to sell or to buy is not made in this State when: (a) The publisher circulates or there is circulated on behalf of the publisher in this State a bona fide newspaper or other publication of general, regular and paid circulation which is not published in this State, or which is published in this State but has had more than two-thirds of its circulation outside this State during the past 12 months; or (b) A radio or television program originating outside this State is received in this State.
Nev. Rev. Stat. § 82A.060 — NV Code / Title 7 / Chapter 82A / Section 82A.060
“Nonprofit organization” defined
Status: in_force

“ Nonprofit organization ” means an organization which qualifies as tax exempt pursuant to section 501(c) of the Internal Revenue Code .
Nev. Rev. Stat. § 78.665 — NV Code / Title 7 / Chapter 78 / Section 78.665
Receiver to take possession of corporate assets upon court order
Status: in_force

The receiver, upon order of the court, with the assistance of a peace officer, may break open, in the daytime, the houses, shops, warehouses, doors, trunks, chests or other places of the corporation where any of its goods, chattels, choses in action, notes, bills, moneys, books, papers or other writings or effects have been usually kept, or shall be, and take possession of the same and of the lands and tenements belonging to the corporation.
Nev. Rev. Stat. § 87A.475 — NV Code / Title 7 / Chapter 87A / Section 87A.475
Transfer of transferable interest of partner
Status: in_force

1. A transfer, in whole or in part, of a partner's transferable interest: (a) Is permissible; (b) Does not by itself cause the partner's withdrawal or a dissolution and winding up of the limited partnership's activities; and (c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection 3, or to inspect or copy the required information or the limited partnership's other records.

2. A transferee has a right to receive, in accordance with the transfer: (a) Distributions to which the transferor would otherwise be entitled; and (b) Upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.

3. In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.

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

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

6. A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

7. A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under NRS 87A.395 and 87A.430 . However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
Nev. Rev. Stat. § 87A.055 — NV Code / Title 7 / Chapter 87A / Section 87A.055
“Limited partner” defined
Status: in_force

“ Limited partner ” means:

1. With respect to a limited partnership, a person that: (a) Becomes a limited partner under NRS 87A.320 ; or (b) Was a limited 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 limited partner in a limited partnership.
Nev. Rev. Stat. § 86.547 — NV Code / Title 7 / Chapter 86 / Section 86.547
Cancellation of registration
Status: in_force

1. A foreign limited-liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a manager of the company or, if management is not vested in a manager, a member of the company. The certificate, which must be accompanied by the required fees, must set forth: (a) The name of the foreign limited-liability company; (b) The effective date and time of the cancellation if other than the time of the filing of the certificate of cancellation with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and (c) Any other information deemed necessary by the manager of the company or, if management is not vested in a manager, a member of the company.

2. If a certificate filed pursuant to this section 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.

3. A cancellation pursuant to this section does not terminate the authority of the Secretary of State to accept service of process on the foreign limited-liability company with respect to causes of action arising from the transaction of business in this State by the foreign limited-liability company.
Nev. Rev. Stat. § 78.437 — NV Code / Title 7 / Chapter 78 / Section 78.437
Applicability: Combination with interested stockholder as of certain date
Status: in_force

NRS 78.411 to 78.444 , inclusive, do not apply to any combination with an interested stockholder who:

1. Was an interested stockholder on January 1, 1991; or

2. First became an interested stockholder on the date that the resident domestic corporation first became a resident domestic corporation solely as a result of the corporation becoming a resident domestic corporation.
Nev. Rev. Stat. § 84.020 — NV Code / Title 7 / Chapter 84 / Section 84.020
Articles of incorporation: Authority to amend
Status: in_force

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 of a church or religious society or denomination, who has been chosen, elected or appointed in conformity with the constitution, canons, rites, regulations or discipline of the church or religious society or denomination, and in whom is vested the legal title to property held for the purposes, use or benefit of the church or religious society or denomination, may amend articles of incorporation, in writing, and file one copy of the amended articles in the Office of the Secretary of State and retain possession of the other.
Nev. Rev. Stat. § 89.022 — NV Code / Title 7 / Chapter 89 / Section 89.022
Prohibition against formation of entity for certain illegal purposes
Status: in_force

A person shall not form an entity pursuant to this chapter for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
Nev. Rev. Stat. § 87A.170 — NV Code / Title 7 / Chapter 87A / Section 87A.170
Supplemental principles of law; rate of interest
Status: in_force

1. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

2. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in NRS 99.040 .
Nev. Rev. Stat. § 81.780 — NV Code / Title 7 / Chapter 81 / Section 81.780
Effect of judgment or order
Status: in_force

A judgment or order against an unincorporated nonprofit association is not by itself a judgment or order against a member or manager.
Nev. Rev. Stat. § 81.925 — NV Code / Title 7 / Chapter 81 / Section 81.925
Reserve accounts; allocation of indivisible reserve account upon dissolution or sale
Status: in_force

1. A worker cooperative may use: (a) A divisible reserve account; or (b) An indivisible reserve account.

2. An account used pursuant to subsection 1 may be used to pay the expenses of a worker cooperative, including, without limitation, wages.

3. Upon the dissolution or sale of a worker cooperative, an indivisible reserve account of the worker cooperative must be allocated to an indivisible reserve account of another worker cooperative or nonprofit corporation.
Nev. Rev. Stat. § 88.525 — NV Code / Title 7 / Chapter 88 / Section 88.525
Liability upon return of contribution
Status: in_force

1. If a partner has received the return of any part of the partner’s contribution without violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of 1 year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

2. If a partner has received the return of any part of the partner’s contribution in violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.

3. A partner receives a return of the partner’s contribution to the extent that a distribution to the partner reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to NRS 88.335 , of the partner’s contribution which has not been distributed to the partner.
Nev. Rev. Stat. § 87A.015 — NV Code / Title 7 / Chapter 87A / Section 87A.015
“Certificate of limited partnership” defined
Status: in_force

“ Certificate of limited partnership ” means the certificate required by NRS 87A.235 . The term includes the certificate as amended or restated.
Nev. Rev. Stat. § 87.030 — NV Code / Title 7 / Chapter 87 / Section 87.030
Interpretation of knowledge and notice
Status: in_force

1. A person has “ knowledge ” of a fact within the meaning of NRS 87.010 to 87.430 , inclusive, not only when the person has actual knowledge thereof, but also when the person has knowledge of such other facts as in the circumstances shows bad faith.

2. A person has “ notice ” of a fact within the meaning of NRS 87.010 to 87.430 , inclusive, when the person who claims the benefit of the notice: (a) States the fact to such person, or (b) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his or her place of business or residence.
Nev. Rev. Stat. § 88A.940 — NV Code / Title 7 / Chapter 88A / Section 88A.940
Secretary of State authorized to adopt certain regulations to allow business trust to carry out powers and duties through most recent technology
Status: in_force

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms “meeting,” “writing,” “written,” and other terms to allow a business trust or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available, including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.
Nev. Rev. Stat. § 90.309 — NV Code / Title 7 / Chapter 90 / Section 90.309
“Viator” defined
Status: in_force

“ Viator ” has the meaning ascribed to it in NRS 688C.150 , except that for the purposes of this chapter, a viator need not be a resident of this State.
Nev. Rev. Stat. § 88.592 — NV Code / Title 7 / Chapter 88 / Section 88.592
Certificate of authorization to transact business
Status: in_force

If a foreign limited partnership has filed the initial or annual list in compliance with NRS 88.591 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign limited partnership constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.
Nev. Rev. Stat. § 80.090 — NV Code / Title 7 / Chapter 80 / Section 80.090
Statute of limitations
Status: in_force

If a foreign corporation doing business in this State maintains and keeps in the State a registered agent as provided by NRS 80.060 and files or has microfilmed the papers, records and instruments required by NRS 80.010 to 80.040 , inclusive, the foreign corporation is entitled to the benefit of the laws of this State limiting the time for the commencement of civil actions.
Nev. Rev. Stat. § 88A.380 — NV Code / Title 7 / Chapter 88A / Section 88A.380
Enforceability of debts, liabilities, obligations and expenses against assets of series of trustees, beneficial owners or beneficial interests
Status: in_force

The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of trustees, beneficial owners or beneficial interests are enforceable against the assets of only that series only if:

1. The governing instrument of the business trust creates one or more series of trustees, beneficial owners or beneficial interests;

2. Separate records are maintained for the series;

3. The assets associated with the series are held and accounted for separately from the other assets of the business trust or any other series of the business trust and the governing instrument requires separate holding and accounting; and

4. Notice of the limitation on liability of the series is set forth in the certificate of trust, or an amendment thereto, filed with the Secretary of State before the series is established.
Nev. Rev. Stat. § 87.060 — NV Code / Title 7 / Chapter 87 / Section 87.060
Partnership defined
Status: in_force

1. Except as otherwise provided in subsection 2, a partnership is an association of two or more persons to carry on as co-owners a business for profit, and includes a registered limited-liability partnership.

2. Any association formed under any other statute of this State, or any statute adopted by authority, other than the authority of this State, is not a partnership under NRS 87.010 to 87.430 , inclusive, unless the association would have been a partnership in this State before July 1, 1931. The provisions of NRS 87.010 to 87.430 , inclusive, apply to limited partnerships except in so far as the statutes relating to such partnerships are inconsistent with it.
Nev. Rev. Stat. § 78B.170 — NV Code / Title 7 / Chapter 78B / Section 78B.170
Annual benefit report: Requirement; contents
Status: in_force

1. A benefit corporation shall deliver to each shareholder an annual benefit report which includes the following: (a) A narrative description of: (1) The process and rationale for selecting the third-party standard used to prepare the benefit report; (2) The ways in which the benefit corporation pursued general public benefit during the applicable year and the extent to which that general public benefit was created; (3) The ways in which the benefit corporation pursued any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 and the extent to which that specific public benefit was created; and (4) Any circumstances that have hindered the creation by the benefit corporation of general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 . (b) An assessment of the overall social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment is not required to be audited or certified by a third party. (c) The statement required by NRS 78B.180 . (d) A statement of any connection between the entity that established the third-party standard, or its directors, officers or material owners, and the benefit corporation, or its directors, officers and material owners, including, without limitation, any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard.

2. The annual benefit report required by subsection 1 must be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders.

3. A benefit corporation shall post all of its annual benefit reports on the public portion of its Internet website, if any, except that the compensation paid to directors and any financial or proprietary information included in the annual benefit report may be omitted from the annual benefit report posted on the Internet website.

4. If a benefit corporation does not have an Internet website, the benefit corporation must provide a copy of its most recent annual benefit report, without charge, to any person requesting a copy. The benefit corporation may omit any proprietary or financial information, including, without limitation, the compensation paid to directors, from the copy of an annual benefit report that the corporation provides pursuant to this subsection.
Nev. Rev. Stat. § 75A.350 — NV Code / Title 7 / Chapter 75A / Section 75A.350
Provision of information concerning programs for small businesses and disadvantaged business enterprises to minority-owned, woman-owned, veteran-owned and LGBTQ-owned businesses
Status: in_force

1. The Secretary of State shall ensure that the state business portal enables a person who applies through the state business portal for the issuance or renewal of a state business license pursuant to chapter 76 of NRS to indicate whether the applicant is a minority-owned business, a woman-owned business, a veteran-owned business or an LGBTQ-owned business.

2. If a person who applies through the state business portal for the issuance or renewal of a state business license pursuant to chapter 76 of NRS indicates that the business is a minority-owned business, a woman-owned business, a veteran-owned business or an LGBTQ-owned business, the Secretary of State shall provide the following information to the person in electronic form through the state business portal: (a) Information concerning programs to provide financing for small businesses. The information must include, without limitation, information concerning: (1) Grants or loans of money from the Catalyst Account created by NRS 231.1573 ; (2) The issuance of revenue bonds for industrial development pursuant to NRS 349.400 to 349.670 , inclusive; (3) The Nevada Collateral Support Program pursuant to 12 U.S.C. §§ 5701 et seq. ; (4) The Nevada Microenterprise Initiative Program pursuant to 12 U.S.C. §§ 5701 et seq. ; (5) The Nevada New Markets Jobs Act pursuant to chapter 231A of NRS ; (6) The Nevada Silver State Opportunities Fund pursuant to NRS 355.275 ; (7) Loans from the Small Business Administration pursuant to 15 U.S.C. §§ 631 et seq. ; and (8) Any other program to provide financing for small businesses designated by the Secretary of State. (b) Information concerning the process by which the business may become certified as a disadvantaged business enterprise for the purposes of 49 C.F.R. § 26.5 or a program to provide financing for disadvantaged business enterprises.

3. The Secretary of State may adopt regulations as he or she deems necessary to carry out the provisions of this section.

4. As used in this section: (a) “ LGBTQ ” means lesbian, gay, bisexual, transgender, queer or intersex or of any other nonheterosexual or noncisgender orientation or gender identity or expression. (b) “ LGBTQ-owned business ” means a business that: (1) Is owned by a natural person who identifies as LGBTQ; or (2) Has at least 51 percent of its ownership interest held by one or more natural persons who identify as LGBTQ. (c) “ Veteran ” has the meaning ascribed to it in NRS 417.005 . (d) “ Veteran-owned business ” means a business that: (1) Is owned by a natural person who is a veteran; or (2) Has at least 51 percent of its ownership interest held by one or more veterans.
Nev. Rev. Stat. § 82.496 — NV Code / Title 7 / Chapter 82 / Section 82.496
Involuntary dissolution: General powers of court
Status: in_force

In an action for dissolution, the district court may:

1. Send for and examine persons as provided in NRS 78.660 ;

2. Sell encumbered property as provided in NRS 78.700 ;

3. Remove and replace receivers as provided in NRS 78.715 ; and

4. Pass upon creditors' appeals from the decision of the trustees or receivers as provided in NRS 78.685 .
Nev. Rev. Stat. § 87A.630 — NV Code / Title 7 / Chapter 87A / Section 87A.630
Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration
Status: in_force

1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a certificate of registration stating each of the following: (a) The name of the limited partnership. (b) The street address of its principal office. (c) The information required pursuant to NRS 77.310 . (d) The name and business address of each organizer signing the certificate. (e) The name and business address of each initial general partner. (f) That the limited partnership thereafter will be a registered limited-liability limited partnership. (g) Any other information that the limited partnership wishes to include.

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

3. The Secretary of State shall register as a registered limited-liability limited partnership any limited partnership that submits a completed certificate of registration with the required fee. A person shall not register a registered limited-liability limited partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

4. Any person may register as a registered limited-liability limited partnership at the time the person files a certificate of limited partnership by filing a certificate of limited partnership and a certificate of registration of a limited-liability limited partnership with the Secretary of State and paying the fees prescribed in subsections 1 and 2 of NRS 87A.315 .

5. The registration of a registered limited-liability limited partnership is effective at the time of the filing of the certificate of registration with the Secretary of State or upon a later date and time as specified in the certificate of registration, which date must not be more than 90 days after the date on which the certificate of registration is filed. If the certificate of registration specifies a later effective date but does not specify an effective time, the certificate of registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 78.380 — NV Code / Title 7 / Chapter 78 / Section 78.380
Amendment of articles before issuance of voting stock
Status: in_force

1. At least two-thirds of the incorporators or of the board of directors of any corporation, if no voting stock of the corporation has been issued, may amend the articles of incorporation of the corporation by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that: (a) The signers thereof are at least two-thirds of the incorporators or of the board of directors of the corporation, and state the name of the corporation; and (b) As of the date of the certificate, no voting stock of the corporation has been issued.

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

3. If a certificate specifies a later effective date and if no voting stock of the corporation has been issued, the board of directors may terminate the effectiveness of a certificate by filing a certificate of termination with the Secretary of State that: (a) Is filed before the effective date specified in the certificate filed with the Secretary of State pursuant to subsection 1; (b) Identifies the certificate being terminated; (c) States that no voting stock of the corporation has been issued; (d) States that the effectiveness of the certificate has been terminated; (e) Is signed by at least two-thirds of the board of directors of the corporation; and (f) Is accompanied by the fee required pursuant to NRS 78.765 .

4. This section does not permit the insertion of any matter not in conformity with this chapter.
Nev. Rev. Stat. § 90.680 — NV Code / Title 7 / Chapter 90 / Section 90.680
Offer of rescission and settlement
Status: in_force

1. Relief may not be obtained under subsection 1 of NRS 90.660 if, before suit is commenced, the purchaser: (a) Receives a written offer: (1) Stating the respect in which liability under NRS 90.660 may have arisen and fairly advising the purchaser of the purchaser’s rights of rescission; (2) If the basis for relief under subsection 1 of NRS 90.660 is a violation of subsection 2 of NRS 90.570 , including financial and other information necessary to correct all material misstatements or omissions in the information which was required by this chapter to be furnished to the purchaser as of the time of the sale of the security to the purchaser; (3) Offering to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, plus interest at the legal rate of this State from the date of payment, less income received thereon, or, if the purchaser no longer owns the security, offering to pay the purchaser upon acceptance of the offer an amount in cash equal to the damages computed under subsection 1 of NRS 90.660 plus attorney's fees; and (4) Stating that the offer may be accepted by the purchaser at any time within a specified period of not less than 30 days after the date of its receipt by the purchaser or such shorter or longer time as the Administrator by order prescribes; and (b) Fails to accept the offer in writing within the period specified under subparagraph (4) of paragraph (a).

2. The Administrator by regulation may prescribe the form in which the information specified in subsection 1 must be contained in an offer made under subsection 1.

3. An offer under subsection 1 must be delivered to the offeree or sent in a manner which assures actual receipt by the offeree.

4. If, after acceptance, a rescission offer is not performed in accordance with either its terms or this section, the offeree may obtain relief under NRS 90.660 without regard to this section.
Nev. Rev. Stat. § 78.175 — NV Code / Title 7 / Chapter 78 / Section 78.175
Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets
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 78.170 . 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 corporation is revoked and its right to transact business is forfeited.

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

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

5. If the charter of a corporation is revoked and the right to transact business is forfeited as provided in subsection 2, all the property and assets of the defaulting domestic corporation must be held in trust by the directors of the corporation as for insolvent corporations, and the same proceedings may be had with respect thereto as are applicable to insolvent corporations. 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 at once be dismissed and all property restored to the officers of the corporation.

6. Where 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 the State; (b) To the payment of the creditors of the corporation; and (c) Any balance remaining, to distribution among the stockholders.
Nev. Rev. Stat. § 78.3785 — NV Code / Title 7 / Chapter 78 / Section 78.3785
“Controlling interest” defined
Status: in_force

“Controlling interest” means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of NRS 78.378 to 78.3793 , inclusive, to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise:

1. One-fifth or more but less than one-third;

2. One-third or more but less than a majority; or

3. A majority or more,

of all the voting power of the corporation in the election of directors.
Nev. Rev. Stat. § 92A.380 — NV Code / Title 7 / Chapter 92A / Section 92A.380
Right of stockholder to dissent from certain corporate actions and to obtain payment for shares
Status: in_force

1. Except as otherwise provided in NRS 92A.370 and 92A.390 and subject to the limitation in paragraph (f), any stockholder is entitled to dissent from, and obtain payment of the fair value of the stockholder's shares in the event of any of the following corporate actions: (a) Consummation of a plan of merger to which the domestic corporation is a constituent entity: (1) If approval by the stockholders is required for the merger by NRS 92A.120 to 92A.160 , inclusive, or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the plan of merger; (2) If the domestic corporation is a subsidiary and is merged with its parent pursuant to NRS 92A.180 ; or (3) If the domestic corporation is a constituent entity in a merger pursuant to NRS 92A.133 . (b) Consummation of a plan of conversion to which the domestic corporation is a constituent entity as the corporation whose subject owner's interests will be converted. (c) Consummation of a plan of exchange to which the domestic corporation is a constituent entity as the corporation whose subject owner's interests will be acquired, if the stockholder's shares are to be acquired in the plan of exchange. (d) Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares. (e) Accordance of full voting rights to control shares, as defined in NRS 78.3784 , only to the extent provided for pursuant to NRS 78.3793 . (f) Any corporate action not described in this subsection pursuant to which the stockholder would be obligated, as a result of the corporate action, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder's outstanding shares, except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205 , 78.2055 or 78.207 . A dissent pursuant to this paragraph applies only to the fraction of a share, and the stockholder is entitled only to obtain payment of the fair value of the fraction of a share.

2. A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500 , inclusive, must not challenge the corporate action creating the entitlement unless the action is unlawful or constitutes or is the result of actual fraud against the stockholder or the domestic corporation.

3. Subject to the limitations in this subsection, from and after the effective date of any corporate action described in subsection 1, no stockholder who has exercised the right to dissent pursuant to NRS 92A.300 to 92A.500 , inclusive, is entitled to vote his or her shares for any purpose or to receive payment of dividends or any other distributions on shares. This subsection does not apply to dividends or other distributions payable to stockholders on a date before the effective date of any corporate action from which the stockholder has dissented. If a stockholder exercises the right to dissent with respect to a corporate action described in paragraph (f) of subsection 1, the restrictions of this subsection apply only to the shares to be converted into a fraction of a share and the dividends and distributions to those shares.
Nev. Rev. Stat. § 87A.108 — NV Code / Title 7 / Chapter 87A / Section 87A.108
“Restricted limited partnership” defined
Status: in_force

“ Restricted limited partnership ” means a limited partnership organized and existing under this chapter that elects to include the optional provisions permitted by NRS 87A.235 .
Nev. Rev. Stat. § 87A.685 — NV Code / Title 7 / Chapter 87A / Section 87A.685
Uniformity of application and construction
Status: in_force

In applying and construing the Uniform Limited Partnership Act (2001), consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Nev. Rev. Stat. § 91.230 — NV Code / Title 7 / Chapter 91 / Section 91.230
Fraudulent conduct
Status: in_force

A person shall not directly or indirectly:

1. Cheat or defraud, or attempt to cheat or defraud, any other person or employ any device, scheme or artifice to defraud any other person;

2. Make any false report, enter any false record, or make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;

3. Engage in any transaction, act, practice or course of business, including, without limitation, any form of advertising or solicitation, which operates or would operate as a fraud or deceit upon any person; or

4. Misappropriate or convert the money, security or property of any other person,

in or in connection with the purchase or sale of, the offer to purchase or sell, the offer to enter into, or the entry into of, any commodity contract or commodity option subject to the provisions of NRS 91.190 or 91.200 or paragraph (b) or (d) of subsection 1 of NRS 91.210 .
Nev. Rev. Stat. § 78.379 — NV Code / Title 7 / Chapter 78 / Section 78.379
Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting
Status: in_force

1. An acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders.

2. If an acquiring person so requests in an offeror's statement delivered pursuant to NRS 78.3789 , and if the acquiring person gives an undertaking to pay the expenses of the meeting, the directors of the corporation shall, within 10 days after delivery of the statement, call a special meeting of the stockholders to determine the voting rights to be accorded the control shares.

3. A notice of any meeting of stockholders at which the question of voting rights is to be determined must be accompanied by: (a) A complete copy of the offeror's statement; and (b) A statement of the board of directors of the corporation setting forth the position of the board with respect to the acquisition or, if it is the case, stating that the board makes no recommendation concerning the matter.

4. A special meeting of stockholders called pursuant to this section: (a) Must not be held before the expiration of 30 days after the delivery of the offeror's statement, unless the statement contains a request that the meeting be held sooner. (b) Must be held within 50 days after the delivery of the statement, unless the acquiring person otherwise agrees in writing that the meeting may be held after that time.

5. If the offeror's statement does not include a request that a special meeting be called, the question of voting rights must be presented to the next special or annual meeting of the stockholders.
Nev. Rev. Stat. § 92A.009 — NV Code / Title 7 / Chapter 92A / Section 92A.009
“Charter document” defined
Status: in_force

“ Charter document ” means the articles of incorporation of a foreign corporation, whether or not for profit, the articles of incorporation of a domestic corporation and a domestic nonprofit corporation, the articles of organization of a limited-liability company, the certificate of limited partnership of a limited partnership or the certificate of trust of a business trust and all amendments thereto.
Nev. Rev. Stat. § 78A.018 — NV Code / Title 7 / Chapter 78A / Section 78A.018
Secretary of State authorized to adopt certain regulations to allow close corporation to carry out powers and duties through most recent technology
Status: in_force

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms “meeting,” “writing,” “written” and other terms to allow a close corporation or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.
Nev. Rev. Stat. § 78.655 — NV Code / Title 7 / Chapter 78 / Section 78.655
Reorganization of corporation by majority of stockholders during receivership
Status: in_force

Whenever stockholders holding stock entitling them to exercise at least a majority of the voting power of the corporation shall have agreed upon a plan for the reorganization of the corporation and a resumption by it of the management and control of its property and business, the corporation may, with the consent of the district court:

1. Upon the reconveyance to it of its property and franchises, mortgage the same for such amount as may be necessary for the purposes of reorganization; and

2. Issue bonds or other evidences of indebtedness, or additional stock of one or more classes, with or without nominal or par value, or both, or both bonds and stock, or certificates of investment or participation certificates, and use the same for the full or partial payment of the creditors who will accept the same, or otherwise dispose of the same for the purposes of the reorganization.
Nev. Rev. Stat. § 77.390 — NV Code / Title 7 / Chapter 77 / Section 77.390
Service of process on entities
Status: in_force

A registered agent is an agent of the represented entity authorized to receive service of any process, notice or demand required or permitted by law to be served on the entity.
Nev. Rev. Stat. § 87.4302 — NV Code / Title 7 / Chapter 87 / Section 87.4302
Definitions
Status: in_force

As used in NRS 87.4301 to 87.4357 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 87.4303 to 87.4313 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 87.4357 — NV Code / Title 7 / Chapter 87 / Section 87.4357
Settlement of accounts and contributions among partners
Status: in_force

1. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection 2.

2. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under NRS 87.433 .

3. If a partner fails to contribute the full amount required under subsection 2, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under NRS 87.433 . A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under NRS 87.433 .

4. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under NRS 87.433 .

5. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

6. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
Nev. Rev. Stat. § 92A.105 — NV Code / Title 7 / Chapter 92A / Section 92A.105
Authority for conversion; approval, form and contents of plan of conversion
Status: in_force

1. Except as limited by NRS 78.411 to 78.444 , inclusive, one domestic general partnership or one domestic entity, except a domestic nonprofit corporation, may convert into a domestic entity of a different type or into a foreign entity if a plan of conversion is approved pursuant to the provisions of this chapter.

2. The plan of conversion must be in writing and set forth the: (a) Name of the constituent entity and the proposed name for the resulting entity; (b) Jurisdiction of the law that governs the constituent entity; (c) Jurisdiction of the law that will govern the resulting entity; (d) Terms and conditions of the conversion; (e) Manner and basis, if any, of converting the owner's interest of the constituent entity or the interest of a partner in a general partnership that is the constituent entity into owner's interests, rights of purchase and other securities in the resulting entity or cancelling such owner's interests in whole or in part; and (f) Full text of the charter documents of the resulting entity.

3. The plan of conversion may set forth other provisions relating to the conversion.
Nev. Rev. Stat. § 87.4333 — NV Code / Title 7 / Chapter 87 / Section 87.4333
Rights and duties of partner
Status: in_force

1. Each partner is deemed to have an account that is: (a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.

2. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.

3. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

4. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

5. A payment or advance made by a partner which gives rise to a partnership obligation under subsection 3 or 4 constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

6. Each partner has equal rights in the management and conduct of the partnership business.

7. A partner may use or possess partnership property only on behalf of the partnership.

8. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

9. A person may become a partner only with the consent of all of the partners.

10. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

11. This section does not affect the obligations of a partnership to other persons under NRS 87.4325 .
Nev. Rev. Stat. § 88A.040 — NV Code / Title 7 / Chapter 88A / Section 88A.040
“Foreign business trust” defined
Status: in_force

“Foreign business trust” means a business trust formed pursuant to the laws of a foreign nation or other foreign jurisdiction and denominated as such pursuant to those laws.
Nev. Rev. Stat. § 87A.550 — NV Code / Title 7 / Chapter 87A / Section 87A.550
Registration of name
Status: in_force

Except as otherwise provided in NRS 87A.655 , a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state or jurisdiction of organization, that contains the words “limited partnership” or the abbreviations “L.P.” or “LP” and that could be registered by a domestic limited partnership.
Nev. Rev. Stat. § 87A.310 — NV Code / Title 7 / Chapter 87A / Section 87A.310
Defaulting partnerships: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 87A.200 , the Secretary of State shall reinstate any limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and restore to the limited partnership its right to carry on business in this State, and to exercise its privileges and immunities if it: (a) Files with the Secretary of State: (1) The list required pursuant to NRS 87A.290 ; (2) The statement required by NRS 87A.295 , if applicable; (3) The information required pursuant to NRS 77.310 ; and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the limited partnership; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 87A.290 and 87A.300 for each year or portion thereof during which the certificate has been revoked; (2) The fee set forth in NRS 87A.295 , if applicable; and (3) A fee of $300 for reinstatement.

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

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

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

5. If a limited partnership's certificate is reinstated pursuant to this section, the reinstatement relates back to and takes effect on the effective date of the revocation, and the limited partnership's status as a limited partnership continues as if the revocation had never occurred.
Nev. Rev. Stat. § 82.523 — NV Code / Title 7 / Chapter 82 / Section 82.523
Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations
Status: in_force

1. Each foreign nonprofit corporation doing business in this State shall, at the time of the filing of its application for registration as a foreign nonprofit corporation with the Secretary of State, or, if the foreign nonprofit 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 name of the foreign nonprofit corporation; (b) The file number of the foreign nonprofit corporation, if known; (c) The names and titles of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the foreign nonprofit corporation; (d) The address, either residence or business, of the president, secretary and treasurer, or the equivalent thereof, and each director of the foreign nonprofit corporation; and (e) The signature of an officer of the foreign nonprofit corporation, or some other person specifically authorized by the foreign nonprofit corporation to sign the list, certifying that the list is true, complete and accurate.

2. Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that: (a) The foreign nonprofit corporation has complied with the provisions of chapter 76 of NRS; (b) The foreign nonprofit 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 (c) 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.

3. Upon filing the initial list and each annual list pursuant to this section, the foreign nonprofit corporation must pay to the Secretary of State a fee of $50.

4. If a foreign nonprofit corporation files an amended list of officers and directors with the Secretary of State within 60 days after the filing of the initial list pursuant to this section, the foreign nonprofit corporation is not required to pay a fee for filing the amended list.

5. The Secretary of State shall, 60 days before the last day for filing each annual list, provide to each foreign nonprofit corporation which is required to comply with the provisions of NRS 82.523 to 82.524 , inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1. Failure of any foreign nonprofit corporation to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 82.523 to 82.524 , inclusive.

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

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

8. A person who files with the Secretary of State a list pursuant to this section 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 member of a foreign nonprofit corporation is not deemed to exercise actual control of the daily operations of the foreign nonprofit corporation based solely on the fact that the member has voting control of the foreign nonprofit corporation.

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

11. The Secretary of State may adopt regulations to administer the provisions of subsection 10.
Nev. Rev. Stat. § 89.080 — NV Code / Title 7 / Chapter 89 / Section 89.080
Duties upon legal disqualification of officer, stockholder, director, member, manager or employee; qualifications of officer, director or manager; death of owner whose interest is in revocable trust
Status: in_force

1. If any officer, stockholder, director, member, manager or employee of a professional entity organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render such professional services within this State, he or she shall sever within a reasonable period all professional service with and financial interest in the professional entity, but this chapter does not prevent a professional entity formed under this chapter from entering into a contract with an employee which provides for severance pay or for compensation for past services upon termination of professional service, whether by death or otherwise.

2. Except as otherwise provided in NRS 623.349 , a natural person may not be an officer, director or manager of a professional entity formed under this chapter unless the natural person is licensed to render the same specific professional services as those for which the professional entity was formed.

3. Upon the death of an owner of a professional entity who has transferred his or her interest in the professional entity to a revocable trust as permitted by NRS 89.070 , the trustee of the revocable trust may continue to retain any interest so transferred for a reasonable period, but may not exercise any authority concerning the rendering of professional services and may not, except as otherwise provided in NRS 623.349 , distribute the owner's interest to any person not licensed to render the services for which the professional entity was formed.

4. A professional entity's failure to require compliance with the provisions of this section is a ground for the forfeiture of its charter.
Nev. Rev. Stat. § 91.090 — NV Code / Title 7 / Chapter 91 / Section 91.090
“Commodity merchant” defined
Status: in_force

“Commodity merchant” means any of the following, as defined or described in the Commodity Exchange Act or by a rule of the Commodity Futures Trading Commission:

1. A futures commission merchant;

2. A commodity pool operator;

3. A commodity trading adviser;

4. An introducing broker;

5. A leverage transaction merchant;

6. An associated person of any person listed in subsections 1 to 5, inclusive;

7. A floor broker; or

8. Any other person, other than a futures association, required to register with the Commodity Futures Trading Commission.
Nev. Rev. Stat. § 90.220 — NV Code / Title 7 / Chapter 90 / Section 90.220
“Broker-dealer” defined
Status: in_force

“ Broker-dealer ” means any person engaged in the business of effecting transactions in securities for the account of others or for the person’s own account. “Broker-dealer” does not include:

1. A sales representative;

2. An issuer, except when effecting transactions other than with respect to its own securities;

3. A depository institution; or

4. Any other person the Administrator by regulation or order designates.
Nev. Rev. Stat. § 87.5425 — NV Code / Title 7 / Chapter 87 / Section 87.5425
Defaulting partnerships: Identification; forfeiture of right to transact business; penalty
Status: in_force

1. Each foreign registered limited-liability partnership which is required to make a filing and pay the fee prescribed in NRS 87.541 to 87.5443 , inclusive, and which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $75, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign registered limited-liability partnership occurs, the defaulting foreign registered limited-liability partnership by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 86.5487 — NV Code / Title 7 / Chapter 86 / Section 86.5487
Determination of whether solicitation is made or accepted
Status: in_force

1. For the purposes of NRS 86.5483 , a solicitation of a deposit is made in this State, whether or not either party is present in this State, if the solicitation: (a) Originates in this State; or (b) Is directed by the solicitor to a destination in this State and received where it is directed, or at a post office in this State if the solicitation is mailed.

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

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

4. A solicitation made in a radio or television program or other electronic communication received in this State which originates outside this State is not made in this State. A radio or television program or other electronic communication shall be deemed to have originated in this State if the broadcast studio or origin of the source of transmission is located within the State, unless: (a) The program or communication is syndicated and distributed from outside this State for redistribution to the general public in this State; (b) The program is supplied by a radio, television or other electronic network whose electronic signal originates outside this State for redistribution to the general public in this State; (c) The program or communication is an electronic signal that originates outside this State and is captured for redistribution to the general public in this State by a community antenna or cable, radio, cable television or other electronic system; or (d) The program or communication consists of an electronic signal which originates within this State, but which is not intended for redistribution to the general public in this State.
Nev. Rev. Stat. § 88.455 — NV Code / Title 7 / Chapter 88 / Section 88.455
Rights, powers and liabilities
Status: in_force

1. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

2. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
Nev. Rev. Stat. § 87.4304 — NV Code / Title 7 / Chapter 87 / Section 87.4304
“Distribution” defined
Status: in_force

“ Distribution ” means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
Nev. Rev. Stat. § 92A.340 — NV Code / Title 7 / Chapter 92A / Section 92A.340
Computation of interest
Status: in_force

Interest payable pursuant to NRS 92A.300 to 92A.500 , inclusive, must be computed from the effective date of the action until the date of payment, at the rate of interest most recently established pursuant to NRS 99.040 .
Nev. Rev. Stat. § 78A.015 — NV Code / Title 7 / Chapter 78A / Section 78A.015
Filing of records written in language other than English
Status: in_force

No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.
Nev. Rev. Stat. § 78.283 — NV Code / Title 7 / Chapter 78 / Section 78.283
Treasury shares: Definition; limitations; retirement and disposal
Status: in_force

1. As used in this section, “ treasury shares ” means shares of a corporation issued and thereafter acquired by the corporation or another entity, the majority of whose outstanding voting power to elect its general partner, directors, managers or members of the governing body is beneficially held, directly or indirectly, by the corporation, which have not been retired or restored to the status of unissued shares.

2. Treasury shares held by the corporation do not carry voting rights or participate in distributions, may not be counted as outstanding shares for any purpose and may not be counted as assets of the corporation for the purpose of computing the amount available for distributions.

3. Treasury shares held by another entity, the majority of whose outstanding voting power to elect its general partner, directors, managers or members of the governing body is beneficially held, directly or indirectly, by the corporation, do not carry voting rights and, unless otherwise determined by the board of directors of the corporation, do not participate in distributions, may not be counted as outstanding shares for any purpose and may not be counted as assets of the entity.

4. Unless the articles of incorporation provide otherwise, treasury shares may be retired and restored to the status of authorized and unissued shares without an amendment to the articles of incorporation or may be disposed of for such consideration as the board of directors may determine.

5. This section does not limit the right of a corporation to vote its shares held by it in a fiduciary capacity.
Nev. Rev. Stat. § 87A.695 — NV Code / Title 7 / Chapter 87A / Section 87A.695
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 88 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. § 86.5463 — NV Code / Title 7 / Chapter 86 / Section 86.5463
Certificate of authorization to transact business
Status: in_force

If a foreign limited-liability company has filed the initial or annual list in compliance with NRS 86.5461 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign limited-liability company constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.
Nev. Rev. Stat. § 91.010 — NV Code / Title 7 / Chapter 91 / Section 91.010
Purpose; construction
Status: in_force

The Legislature intends that this chapter be construed and implemented to effectuate its general purpose to protect investors, to prevent and prosecute illegal and fraudulent schemes involving commodity contracts and to maximize coordination with federal and other states' law and the administration and enforcement thereof. This chapter is not intended to create any rights or remedies upon which actions may be brought by private persons against persons who violate the provisions of this chapter.
Nev. Rev. Stat. § 80.010 — NV Code / Title 7 / Chapter 80 / Section 80.010
Filing requirements; distinguishable name of corporation required; availability of name of revoked, merged or otherwise terminated corporation; limitations; regulations
Status: reserved

1. Before commencing or doing any business in this State, each corporation organized pursuant to the laws of another state, territory, the District of Columbia, a possession of the United States or a foreign country that enters this State to do business must: (a) File in the Office of the Secretary of State: (1) The information required pursuant to NRS 77.310 . The street address of the registered agent is the registered office of the corporation in this State. (2) A statement signed by an officer of the corporation, or some other person specifically authorized by the corporation to sign the statement, setting forth: (I) A general description of the purposes of the corporation; (II) The authorized stock of the corporation and the number and par value of shares having par value and the number of shares having no par value; (III) A declaration of the existence of the corporation and the name of the jurisdiction of its incorporation or the governmental acts or other instrument of authority by which the corporation was created; and (IV) A declaration that the corporation is in good standing in the jurisdiction of its incorporation or creation. (b) Lodge in the Office of the Secretary of State a copy of the record most recently filed by the corporation in the jurisdiction of its incorporation setting forth the authorized stock of the corporation, the number of par-value shares and their par value, and the number of no-par-value shares.

2. The Secretary of State shall not file the records required by subsection 1 for any foreign corporation whose name is not 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, 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.

3. For the purposes of this section and NRS 80.012 , a proposed name is not distinguishable from a name on file or reserved solely because one or the other names contains distinctive lettering, a distinctive mark, a trademark or trade name, or any combination thereof.

4. The name of a foreign 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.

5. The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless the State Board of Professional Engineers and Land Surveyors certifies that: (a) The principals of the corporation are licensed to practice engineering pursuant to the laws of this State; or (b) The corporation is exempt from the prohibitions of NRS 625.520 .

6. The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless the State Board of Architecture, Interior Design and Residential Design certifies that: (a) The principals of the corporation are holders of a certificate of registration to practice architecture or residential design or to practice as a registered interior designer, as applicable, pursuant to the laws of this State; or (b) The corporation is qualified to do business in this State pursuant to NRS 623.349 .

7. The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if it appears from the records that the business to be carried on by the corporation is subject to supervision by the Commissioner of Financial Institutions, unless the Commissioner certifies that: (a) The corporation has obtained the authority required to do business in this State; or (b) The corporation is not subject to or is exempt from the requirements for obtaining such authority.

8. The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the foreign corporation: (a) Is registered pursuant to the provisions of chapter 628 of NRS ; or (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the foreign corporation is not engaged in the practice of accounting and is not offering to practice accounting in this State.

9. The Secretary of State may adopt regulations that interpret the requirements of subsections 1 to 8, inclusive.

10. A person shall not file the records required by subsection 1 for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
Nev. Rev. Stat. § 88.645 — NV Code / Title 7 / Chapter 88 / Section 88.645
Act repealed
Status: reserved

Except as affecting existing limited partnerships to the extent set forth in NRS 87A.695 and 88.640 , chapter 60, Laws of Nevada Territory 1862, entitled “An Act to Authorize the Formation of Limited Partnerships,” approved December 19, 1862, is hereby repealed.
Nev. Rev. Stat. § 78.240 — NV Code / Title 7 / Chapter 78 / Section 78.240
Shares of stock are personal property; transfers
Status: in_force

The shares of stock in every corporation shall be personal property and shall be transferable on the books of the corporation, in such manner and under such regulations as may be provided in the bylaws, and as provided in chapters 104 to 104C, inclusive, of NRS.
Nev. Rev. Stat. § 90.372 — NV Code / Title 7 / Chapter 90 / Section 90.372
Eligibility of officer or director of issuer for waiver from examination for licensure as sales representative or broker-dealer
Status: in_force

1. The Administrator shall grant to a bona fide officer or director of an issuer a waiver from the examination required for licensure as a sales representative or broker-dealer if: (a) The securities of the issuer: (1) Are registered under the Securities Exchange Act of 1934; 1 or (2) Comply with the requirements of Regulation D of the Securities and Exchange Commission, 17 C.F.R. §§ 230.501 to 230.506 , inclusive, except for 17 C.F.R. § 230.504 , and are exempt from registration by regulation of the Administrator; (b) The officer or director does not receive a commission or other compensation for the sale of the issuer's securities; and (c) The officer or director files with the Administrator an affidavit which states that the officer or director: (1) Is an officer or director of the issuer; (2) Will not be receiving a commission or other compensation for the sale of the issuer's securities; (3) Understands that the waiver applies only to the sale of the issuer's securities; and (4) Agrees to provide to prospective purchasers of the issuer's securities such pamphlets, circulars, literature or other information as may be required by regulation or order of the Administrator.

2. If the officer or director sells or offers to sell any securities other than the securities of the issuer, the officer or director must pass the examination for licensure as a sales representative or broker-dealer unless the examination is otherwise waived by the Administrator pursuant to NRS 90.370 .

1 15 USCA § 78a et seq.
Nev. Rev. Stat. § 76.140 — NV Code / Title 7 / Chapter 76 / Section 76.140
Regulations
Status: in_force

The Secretary of State may adopt such regulations as are necessary to carry out the provisions of this chapter.
Nev. Rev. Stat. § 82.451 — NV Code / Title 7 / Chapter 82 / Section 82.451
Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs
Status: in_force

1. A corporation may be dissolved and its affairs wound up voluntarily if the board of directors adopts a resolution to that effect and calls a meeting of the members entitled to vote to take action upon the resolution. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091 . The meeting of the members must be held with due notice. If at the meeting the members entitled to exercise a majority of all the voting power consent by resolution to the dissolution, a certificate signed by an officer of the corporation setting forth that the dissolution has been approved in compliance with this section, together with a list of the names and addresses, either residence or business, of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the corporation, must be filed in the Office of the Secretary of State.

2. If a corporation has no members entitled to vote upon a resolution calling for the dissolution of the corporation, the corporation may be dissolved and its affairs wound up voluntarily by the board of directors if it adopts a resolution to that effect. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091 . A certificate setting forth that the dissolution has been approved in compliance with this section and a list of the officers and directors, signed as provided in subsection 1, must be filed in the Office of the Secretary of State.

3. Upon the dissolution of any corporation under the provisions of this section or upon the expiration of its period of corporate existence, the directors are the trustees of the corporation in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.

4. 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. § 75.170 — NV Code / Title 7 / Chapter 75 / Section 75.170
Veterans service organizations and agents and officers thereof exempt from fees
Status: in_force

1. Notwithstanding any other provision of law, a veterans service organization and any agent or officer of a veterans service organization are exempt from any fees imposed pursuant to this title.

2. As used in this section, “ veterans service organization ” means any organization recognized by the United States Secretary of Veterans Affairs pursuant to 38 U.S.C. § 5902 for the representation of veterans.
Nev. Rev. Stat. § 88A.320 — NV Code / Title 7 / Chapter 88A / Section 88A.320
Ownership of beneficial interest in trust: Participation in profits and losses; creditor of beneficial owner; personal property; evidence of interest; transferability; distributions
Status: in_force

1. Except as otherwise provided in the governing instrument, a beneficial owner participates in the profits and losses of a business trust in the proportion of his or her beneficial interest to the entire beneficial interest. A governing instrument may provide that the business trust, or the trustees on its behalf, hold beneficial ownership of income earned on securities owned by the business trust.

2. A creditor of a beneficial owner has no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, property of the business trust.

3. A beneficial interest in a business trust is personal property regardless of the nature of the property of the business trust. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial owner has no interest in specific property of the business trust.

4. A beneficial interest in a business trust may be evidenced by the issuance of certificates of ownership or by other means set forth in the certificate of trust or the governing instrument.

5. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial interest in a business trust is freely transferable.

6. Except as otherwise provided in the certificate of trust or the governing instrument, if a beneficial owner becomes entitled to receive a distribution, the beneficial owner has the status of, and is entitled to all remedies available to, a creditor of the business trust with respect to the distribution. The governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a business trust.

7. The fact of ownership of a beneficial interest in a business trust is determined, and the means of evidencing it are set forth, by the applicable provisions of the certificate of trust or the governing instrument.
Nev. Rev. Stat. § 84.050 — NV Code / Title 7 / Chapter 84 / Section 84.050
Powers
Status: in_force

A corporation sole shall have power:

1. To acquire and possess, by donation, gift, bequest, devise or purchase, and to hold and maintain property, real, personal and mixed, and to grant, sell, convey, rent or otherwise dispose of the same as may be necessary to carry on or promote the objects of the corporation.

2. To borrow money and to give promissory notes or other written obligation therefor, and to secure the payment thereof by mortgage or other lien, upon real or personal property.

3. To buy, sell, lease, mortgage and in every way deal in real and personal property in the same manner that a natural person may, and without the order of any court.

4. To receive bequests and devises for its own use or upon trusts to the same extent as natural persons may.

5. To appoint attorneys-in-fact.

6. To contract and be contracted with, in the same manner as a natural person.

7. To sue and be sued, plead and be pleaded in all courts of justice.

8. To have and use a common seal by which all deeds and acts of the corporation may be authenticated.
Nev. Rev. Stat. § 81.937 — NV Code / Title 7 / Chapter 81 / Section 81.937
Action challenging expulsion, termination or suspension of member
Status: in_force

1. An action challenging an expulsion, termination or suspension of a member, including, without limitation, a claim alleging defective notice, pursuant to NRS 81.935 must be commenced within 1 year after the date of the expulsion, termination or suspension.

2. If a member is successful in his or her claim pursuant to subsection 1, a court may order any relief, including, without limitation, the reinstatement of a membership.

3. Unless a court finds that the member was expelled, terminated or suspended in bad faith in order to affect the outcome of a vote, a decision made by a vote of the members or the board of directors of a workers cooperative must not be set aside because a member was successful in his or her claim pursuant to subsection 1.
Nev. Rev. Stat. § 82A.100 — NV Code / Title 7 / Chapter 82A / Section 82A.100
Charitable organization required to register before soliciting contributions; filing requirements; information filed is public record
Status: in_force

1. Except as otherwise provided in NRS 82A.110 , a charitable organization shall not solicit contributions in this State, or have contributions solicited in this State on its behalf by another person, unless the charitable organization is registered with the Secretary of State pursuant to this section. Each chapter, branch or affiliate of a charitable organization may register separately.

2. A charitable organization that wishes to register with the Secretary of State as set forth in subsection 1 must file on a form prescribed by the Secretary of State: (a) The information required by subsection 4; and (b) A financial report that satisfies the requirements of subsection 5.

3. If a charitable organization is: (a) An entity required to file an initial or annual list with the Secretary of State pursuant to this title, the charitable organization must file the information and financial report required by subsection 2 at the time of filing the initial list and at the time of filing each annual list. If the charitable organization did not file the information and financial report required by subsection 2 at the time of filing its initial list or at the time of filing its most recent annual list, it must file the information required by subsection 2 before soliciting contributions in this State, or having contributions solicited in this State on its behalf by another person, and thereafter at the time of filing each annual list. (b) Not an entity required to file an initial or annual list with the Secretary of State pursuant to this title, the charitable organization must file the information and financial report required by subsection 2 before it solicits contributions in this State, or has contributions solicited in this State on its behalf by another person, and annually thereafter on the last day of the month in which the anniversary date of the initial filing of the information and financial report.

4. The form required by subsection 2 must include, without limitation: (a) The full legal name of the charitable organization; (b) The federal tax identification number of the charitable organization, if applicable; (c) The name or names under which the charitable organization intends to solicit contributions; (d) One of the following: (1) The address and telephone number of the principal place of business of the charitable organization and the address and telephone number of any offices of the charitable organization in this State; or (2) If the charitable organization does not maintain an office in this State or does not maintain an office, the name, address and telephone number of the custodian of the financial records of the charitable organization; (e) The names and addresses, either residence or business, of the executive personnel of the charitable organization; (f) The last day of the fiscal year of the charitable organization; (g) The jurisdiction and date of the formation of the charitable organization; (h) The tax exempt status of the charitable organization, if applicable; (i) If the charitable organization does not file with the Secretary of State articles of incorporation or any other formation document, including, without limitation, a foreign qualification document, as defined in NRS 77.090 : (1) The purpose for which the charitable organization is organized; and (2) The names and addresses, either residence or business, of the officers, directors and trustees of the charitable organization; and (j) Any other information deemed necessary by the Secretary of State, as prescribed by regulations adopted by the Secretary of State pursuant to NRS 82A.085 .

5. Except as otherwise provided in this subsection, a financial report must contain the financial information of the charitable organization for the most recent fiscal year. In the discretion of the Secretary of State, the financial report may be a copy of the Form 990 of the charitable organization, with all schedules except the schedules of donors, for the most recent fiscal year. If a charitable organization was first formed within the past year and does not have any financial information or a Form 990 for its most recent fiscal year, the charitable organization must complete the financial report on a form prescribed by the Secretary of State using good faith estimates for its current fiscal year.

6. All information and the financial report filed pursuant to this section are public records. The filing of information pursuant to this section is not an endorsement of any charitable organization by the Secretary of State or the State of Nevada.
Nev. Rev. Stat. § 89.025 — NV Code / Title 7 / Chapter 89 / Section 89.025
Fees
Status: in_force

Except as otherwise provided in NRS 89.200 to 89.270 , inclusive, the fees set forth in NRS 78.755 to 78.785 , inclusive, apply to professional corporations and the fees set forth in NRS 86.561 apply to professional limited-liability companies.
Nev. Rev. Stat. § 82.021 — NV Code / Title 7 / Chapter 82 / Section 82.021
“Corporation for public benefit” defined
Status: in_force

“Corporation for public benefit” is a corporation formed or existing pursuant to this chapter that:

1. Is recognized as exempt under section 501(c)(3) of the Internal Revenue Code in effect on October 1, 1991, future amendments to that section and the corresponding provisions of future internal revenue laws; or

2. Is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code as amended.
Nev. Rev. Stat. § 86.580 — NV Code / Title 7 / Chapter 86 / Section 86.580
Renewal or revival of charter: Procedure; fee; certificate as evidence
Status: in_force

1. Except as otherwise provided in NRS 86.246 , a limited-liability company which did exist or is existing pursuant to the laws of this State may, upon complying with the provisions of NRS 86.276 , procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or existing charter, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the limited-liability company, which must be the name of the limited-liability company at the time of the renewal or revival, or its name at the time its original charter expired. (2) The information required pursuant to NRS 77.310 . (3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue. (5) That the limited-liability company desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter. (b) A list of its managers or, if there are no managers, all its managing members and their mailing or street addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the duly selected manager or managers of the limited-liability company or, if there are no managers, its managing members.

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

3. A limited-liability company seeking to revive its original or amended charter shall cause the certificate to be signed by a person or persons designated or appointed by the members. The signing and filing of the certificate must be approved by the written consent of a majority in interest and must contain a recital that this consent was secured. The limited-liability company shall pay to the Secretary of State the fee required to establish a new limited-liability company pursuant to the provisions of this chapter.

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

5. Except as otherwise provided in NRS 86.278 , a renewal or revival pursuant to this section relates back to the date on which the limited-liability company's charter expired or was revoked and renews or revives the limited-liability company's charter and right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 87.170 — NV Code / Title 7 / Chapter 87 / Section 87.170
Liability of incoming partner
Status: in_force

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before admission as though the person had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
Nev. Rev. Stat. § 75A.300 — NV Code / Title 7 / Chapter 75A / Section 75A.300
Powers of Secretary of State: Applying for and accepting gifts and grants
Status: in_force

The Secretary of State may apply for and accept any gift, donation, bequest, grant or other source of money to carry out the provisions of this chapter.
Nev. Rev. Stat. § 86.5423 — NV Code / Title 7 / Chapter 86 / Section 86.5423
Substitution of receiver as party; abatement of actions
Status: in_force

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

2. No action against a receiver of a company shall abate by reason of the receiver's death, but, upon suggestion of the facts on the record, shall be continued against the receiver's successor, or against the company in case no new receiver be appointed.
Nev. Rev. Stat. § 87A.485 — NV Code / Title 7 / Chapter 87A / Section 87A.485
Power of estate of deceased partner
Status: in_force

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in NRS 87A.475 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under NRS 87A.335 .
Nev. Rev. Stat. § 82.311 — NV Code / Title 7 / Chapter 82 / Section 82.311
Provisional director: Appointment; qualifications; rights and powers; removal
Status: in_force

1. Any director or one-third of the members may apply to the district court to appoint one person to be a provisional director when 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 the required vote for action by the board of directors cannot be obtained and the members, if any, are unable to terminate this division.

2. A provisional director must be an impartial person, who is neither a member nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree according to the common law to any of the other directors of the corporation. A provisional director has all the rights and powers of a director until the provisional director is removed by order of the court or by approval of one-third of the members, if any, or majority of the directors, not counting the provisional director. The provisional director is entitled to compensation as fixed by the court unless otherwise agreed with the corporation.
Nev. Rev. Stat. § 80.113 — NV Code / Title 7 / Chapter 80 / Section 80.113
List or statement to be maintained at principal office in this State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. A foreign corporation that is not a publicly traded corporation shall maintain at its principal office in this State or with its custodian of records whose name and street address is available at the foreign corporation's registered office a current list of its owners of record.

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

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

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

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 88.380 — NV Code / Title 7 / Chapter 88 / Section 88.380
Filing and effectiveness of certificates or judicial decrees
Status: in_force

1. A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation must be delivered to the Secretary of State. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law the Secretary of State shall file the certificate.

2. At the time of the filing of a certificate of amendment or judicial decree of amendment with the Secretary of State, upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the date on which the certificate or judicial decree is filed or, if a certificate or judicial decree filed pursuant to this section specifies a later effective date but does not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date, whichever is applicable, the certificate of limited partnership is amended as set forth therein.

3. At the time of the filing of a certificate of cancellation or a judicial decree thereof with the Secretary of State, upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the date on which the certificate or judicial decree is filed or, if a certificate or judicial decree filed pursuant to this section specifies a later effective date but does not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date, whichever is applicable, the certificate of limited partnership is cancelled.
Nev. Rev. Stat. § 91.250 — NV Code / Title 7 / Chapter 91 / Section 91.250
Liability of principals and agents
Status: in_force

1. The act, omission, or failure of any officer, agent or other person acting for any natural person, association, partnership, corporation or trust within the scope of his or her employment or office shall be deemed the act, omission or failure of the natural person, association, partnership, corporation or trust, as well as of the officer, agent or other person.

2. Every person who directly or indirectly controls another person liable under any provision of this chapter, every partner, officer or director of the liable person, every person occupying a similar status or performing similar functions as the liable person and every employee of the liable person who materially aids in the violation is also liable jointly and severally with and to the same extent as the liable person, unless the person who is also liable by virtue of this provision sustains the burden of proof that he or she did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist.
Nev. Rev. Stat. § 88.315 — NV Code / Title 7 / Chapter 88 / Section 88.315
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires:

1. “ Certificate of limited partnership ” means the certificate referred to in NRS 88.350 , and the certificate as amended or restated.

2. “ Contribution ” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.

3. “ Event of withdrawal of a general partner ” means an event that causes a person to cease to be a general partner as provided in NRS 88.450 .

4. “ Foreign limited partnership ” means a partnership formed under the laws of a jurisdiction other than this State and having as partners one or more general partners and one or more limited partners.

5. “ Foreign registered limited-liability limited partnership ” means a foreign limited-liability limited partnership: (a) Formed pursuant to an agreement governed by the laws of another state; and (b) Registered pursuant to and complying with NRS 88.570 to 88.605 , inclusive, and 88.609 .

6. “ General partner ” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

7. “ Limited partner ” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

8. “ Limited partnership ” and “ domestic limited partnership ” mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners, including a restricted limited partnership.

9. “ Partner ” means a limited or general partner.

10. “ Partnership agreement ” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

11. “ Partnership interest ” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

12. “ Registered limited-liability limited partnership ” means a limited partnership: (a) Formed pursuant to an agreement governed by this chapter; and (b) Registered pursuant to and complying with NRS 88.350 to 88.415 , inclusive, 88.548 , 88.606 , 88.6065 and 88.607 .

13. “ Registered agent ” has the meaning ascribed to it in NRS 77.230 .

14. “ Registered office ” means the office maintained at the street address of the registered agent.

15. “ Restricted limited partnership ” means a limited partnership organized and existing under this chapter that elects to include the optional provisions permitted by NRS 88.350 .

16. “ State ” means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
Nev. Rev. Stat. § 89.251 — NV Code / Title 7 / Chapter 89 / Section 89.251
List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

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

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

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

4. If a professional association fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the articles of association.

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 87A.645 — NV Code / Title 7 / Chapter 87A / Section 87A.645
Termination of registration
Status: in_force

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

1. Its certificate of registration is revoked pursuant to NRS 87A.305 ; or

2. The registered limited-liability limited partnership files with the Secretary of State a notice of withdrawal signed by a general partner. The notice must be accompanied by a fee of $100.
Nev. Rev. Stat. § 92A.190 — NV Code / Title 7 / Chapter 92A / Section 92A.190
Merger or exchange with foreign entity
Status: in_force

1. One or more foreign entities may merge or enter into an exchange of owner's interests with one or more domestic entities if: (a) In a merger, the merger is permitted by the law of the jurisdiction under whose law each foreign entity is organized and governed and each foreign entity complies with that law in effecting the merger; (b) In an exchange, the entity whose owner's interests will be acquired is a domestic entity, whether or not an exchange of owner's interests is permitted by the law of the jurisdiction under whose law the acquiring entity is organized; (c) The foreign entity complies with NRS 92A.200 to 92A.240 , inclusive, if it is the surviving entity in the merger or acquiring entity in the exchange and sets forth in the articles of merger or exchange its address where copies of process may be sent by the Secretary of State; and (d) Each domestic entity complies with the applicable provisions of NRS 92A.100 to 92A.180 , inclusive, and, if it is the surviving entity in the merger or acquiring entity in the exchange, with NRS 92A.200 to 92A.240 , inclusive.

2. When the merger or exchange takes effect, the surviving foreign entity in a merger and the acquiring foreign entity in an exchange shall be deemed: (a) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation which accrued before the merger or exchange became effective or the rights of dissenting owners of each domestic entity that was a party to the merger or exchange. Service of such process must be made by personally delivering to and leaving with the Secretary of State duplicate copies of the process and the payment of a fee of $100 for accepting and transmitting the process. The Secretary of State shall forthwith send by registered or certified mail one of the copies to the surviving or acquiring entity at its specified address, unless the surviving or acquiring entity has designated in writing to the Secretary of State a different address for that purpose, in which case it must be mailed to the last address so designated. (b) To agree that it will promptly pay to the dissenting owners of each domestic entity that is a party to the merger or exchange the amount, if any, to which they are entitled under or created pursuant to NRS 92A.300 to 92A.500 , inclusive.

3. This section does not limit the power of a foreign entity to acquire all or part of the owner's interests of one or more classes or series of a domestic entity through a voluntary exchange or otherwise.
Nev. Rev. Stat. § 81.650 — NV Code / Title 7 / Chapter 81 / Section 81.650
Amendment of governing instrument: Procedure
Status: in_force

1. The board of directors or trustees of any private foundation which is a corporation organized under and governed by Nevada law may, by a majority vote of its directors or trustees, amend its governing instrument at any regular or special meeting of the board of directors or trustees, without a vote of the stockholders or members of the private foundation, if any, in order to avoid the penalties and liabilities described in Sections 4941(a), 4942(a), 4943(a), 4944(a) and 4945(a) 1 or to comply with the provisions of Section 508(e). 2

2. Such an amendment must not be made until the board of directors or trustees has notified the members or stockholders, if any, at least 30 days before the meeting at which the governing instrument is to be amended.

3. If the private foundation is a corporation organized under and governed by Nevada law, after any such amendment has been approved by the directors or trustees, a copy of the amended governing instrument must be filed with the Secretary of State.

1 26 U.S.C.A. § 4941, 26 U.S.C.A. § 4942, 26 U.S.C.A. § 4943, 26 U.S.C.A. § 4944 and 26 U.S.C.A. § 4945.

2 26 U.S.C.A. § 508.
Nev. Rev. Stat. § 90.278 — NV Code / Title 7 / Chapter 90 / Section 90.278
“Representative of an investment adviser” defined
Status: in_force

1. “Representative of an investment adviser” means any person employed by or associated with an investment adviser who: (a) Provides advice concerning securities; (b) Manages accounts or portfolios of clients; (c) Determines the advice concerning securities that is offered to clients; (d) Solicits for the sale of investment advice, unless the person is a sales representative licensed pursuant to this chapter; (e) Sells, offers to sell or negotiates for the sale of investment advice; or (f) Supervises employees who engage in the activities described in paragraphs (a) to (e), inclusive.

2. The term does not include: (a) A broker-dealer; (b) An investment adviser; and (c) A person employed by or associated with an investment adviser who provides clerical or administrative services.
Nev. Rev. Stat. § 81.160 — NV Code / Title 7 / Chapter 81 / Section 81.160
Applicability of NRS 81.010 to 81.160, inclusive
Status: in_force

The provisions of NRS 81.010 to 81.160 , inclusive, are not applicable to railroads, telegraph, telephone, banking, insurance, building and loan, or any other corporation, unless the special provisions of NRS 81.010 to 81.160 , inclusive, applicable thereto are complied with.
Nev. Rev. Stat. § 89.210 — NV Code / Title 7 / Chapter 89 / Section 89.210
Filing requirements; name of association
Status: in_force

1. Within 30 days after the organization of a professional association under this chapter, the association shall file with the Secretary of State a copy of the articles of association, duly signed, and shall pay at that time a filing fee of $75. A copy of any amendments to the articles of association must also be filed with the Secretary of State within 30 days after the adoption of such amendments. Each copy of amendments so filed must be certified as true and correct and be accompanied by a filing fee of $175.

2. The name of such a professional association must contain the words “Professional Association,” “Professional Organization” or the abbreviations “Prof. Ass'n” or “Prof. Org.” The association may render professional services and exercise its authorized powers under a fictitious name if the association has first registered the name in the manner required under chapter 602 of NRS .
Nev. Rev. Stat. § 88.635 — NV Code / Title 7 / Chapter 88 / Section 88.635
Applicability of NRS 87.010 to 87.430, inclusive
Status: in_force

In any case not provided for in this chapter, the provisions of NRS 87.010 to 87.430 , inclusive, govern.
Nev. Rev. Stat. § 87A.140 — NV Code / Title 7 / Chapter 87A / Section 87A.140
“Transferee” defined
Status: in_force

“ Transferee ” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
Nev. Rev. Stat. § 78B.050 — NV Code / Title 7 / Chapter 78B / Section 78B.050
“Minimum status vote” defined
Status: in_force

“ Minimum status vote ” means:

1. In the case of a corporation, in addition to any other approval or vote required by chapter 78 or 78A of NRS, NRS 81.010 to 81.160 , inclusive, or chapter 89 of NRS, whichever is applicable, by chapter 92A of NRS or by the articles of incorporation, satisfaction of both of the following conditions: (a) The shareholders of every class or series are entitled to vote on the corporate action regardless of any limitation on the voting rights of any class or series stated in the articles of incorporation or bylaws. (b) The corporate action must be approved by the outstanding shares of each class or series by at least two-thirds of the votes, or the greater vote if required by the articles of incorporation, that all shareholders of the class or series are entitled to cast on that action.

2. In the case of a business entity organized and existing under the laws of this State other than a corporation, in addition to any other approval, vote or consent required by the laws of this State that govern the internal affairs of the entity, by any provision of the publicly filed record or document required to form the entity, or by any agreement binding some or all of the holders of the equity interests in the entity, satisfaction of both of the following conditions: (a) The holders of every class or series of interest in the entity that are entitled to receive a distribution of any kind from the entity or partnership are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series. (b) The action must be approved by the vote or consent of the holders described in paragraph (a) by at least two-thirds of the votes or consent of those holders, or the greater vote or consent if required by the publicly filed record or document required to form the entity or partnership or by any agreement binding those holders.
Nev. Rev. Stat. § 76.173 — NV Code / Title 7 / Chapter 76 / Section 76.173
Suspension of state business license for owing debt to certain agencies
Status: in_force

1. The Secretary of State shall suspend a state business license if the State Controller has informed the Secretary of State pursuant to subsection 5 of NRS 353C.1965 that the holder of the state business license owes a debt to an agency that has been assigned to the State Controller for collection and the holder has not: (a) Satisfied the debt; (b) Entered into an agreement for the payment of the debt pursuant to NRS 353C.130 ; or (c) Demonstrated to the State Controller that the debt is not valid.

2. The Secretary of State shall reinstate a state business license that was suspended pursuant to subsection 1 if the State Controller notifies the Secretary of State in writing that the holder of the state business license has: (a) Satisfied the debt; (b) Entered into an agreement for the payment of the debt pursuant to NRS 353C.130 ; or (c) Demonstrated to the State Controller that the debt is not valid.

3. As used in this section: (a) “Agency” has the meaning ascribed to it in NRS 353C.020 . (b) “Debt” has the meaning ascribed to it in NRS 353C.040 .
Nev. Rev. Stat. § 81.090 — NV Code / Title 7 / Chapter 81 / Section 81.090
Bylaws: Optional provisions
Status: in_force

Each corporation organized under NRS 81.010 to 81.160 , inclusive, may also, by its bylaws, provide for the following matters:

1. The number of directors, not less than three, which it may have.

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

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

4. 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 corporation through its board of directors to have the full right to purchase the full interest of any member in the property or other rights of the corporation at the book value thereof, as determined by the board of directors, whenever it is to the interests of the corporation to do so. Any member whose rights are so purchased shall cease to be a member. The corporation may, but is not obligated to, retire or purchase any of its obligations before the date of maturity written thereon and held by any retiring member. Any interest which the member may have had in the corporation not represented by certificates of interest, common stock, preferred stock or other obligations duly issued by the corporation or amounts due and unpaid for products delivered shall revert to the corporation as payment for services rendered.

5. The amount of membership fee, if any.

6. 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.

7. 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.

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

9. The conditions precedent to membership.

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

11. The assignment and transfer of the interests of members, and the manner of determining the value 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. § 81.020 — NV Code / Title 7 / Chapter 81 / Section 81.020
Capital stock; purpose; voting power of members; meetings; dividends; dealing in products of nonmembers; distribution of surplus funds or issuance of refunds to members
Status: in_force

1. The corporation may or may not have capital stock, and its business must be operated for the mutual benefit of the members thereof.

2. No member of the cooperative corporation may have more than one vote in the management of its affairs. Meetings of the association or meetings of the board of directors may be held in or outside this State.

3. The corporation shall not pay dividends on stock or membership certificates in excess of 8 percent per annum.

4. The corporation or association, as it may be called, may deal in the products of nonmembers, but not to an amount greater in value than such as are handled by it for members, unless otherwise provided in its articles of incorporation or bylaws.

5. Nothing contained in this section shall be construed to prohibit the corporation from distributing surplus funds or issuing refunds to its members in accordance with its articles of incorporation.
Nev. Rev. Stat. § 87.4332 — NV Code / Title 7 / Chapter 87 / Section 87.4332
Liability of purported partner
Status: in_force

1. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

2. If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

3. A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

4. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

5. Except as otherwise provided in subsections 1 and 2, persons who are not partners as to each other are not liable as partners to other persons.

6. Subsections 1 and 2 do not apply to any person who, by words spoken or written or conduct, announces an association of persons for the sole purpose of a business development, regardless of whether such an announcement uses, or the association of persons is described by, the terms “partnering” or “joint venturing” or any other similar term, so long as the business development is undertaken by one or more corporations or limited-liability companies.
Nev. Rev. Stat. § 90.790 — NV Code / Title 7 / Chapter 90 / Section 90.790
Administrative proceedings
Status: in_force

The Administrator may commence an administrative proceeding at any time with respect to a matter within the Administrator’s jurisdiction. The Administrator shall commence an administrative proceeding upon the application of a person, unless:

1. The Administrator lacks jurisdiction over the subject matter;

2. Resolution of the matter requires the Administrator to exercise discretion to determine whether or not to issue an order;

3. A statute vests the Administrator with discretion to conduct or not to conduct an administrative proceeding before issuing an order to resolve the matter and, in the exercise of discretion, the Administrator determines not to conduct an administrative proceeding;

4. Resolution of the matter does not require the Administrator to issue an order that determines the person's legal rights, duties, privileges, immunities or other legal interests;

5. The matter is not timely submitted to the Administrator; or

6. The matter is not submitted in a form substantially complying with the regulations of the Administrator.
Nev. Rev. Stat. § 92A.210 — NV Code / Title 7 / Chapter 92A / Section 92A.210
Filing fees
Status: in_force

1. Except as otherwise provided in this section, the fee for filing articles of merger, articles of conversion, articles of exchange, articles of domestication or articles of termination is $350. The fee for filing the charter documents of a domestic resulting entity is the fee for filing the charter documents determined by the chapter of NRS governing the particular domestic resulting entity.

2. The fee for filing articles of merger of two or more domestic corporations, including, without limitation, a nonprofit cooperative corporation, is the difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized stock of the corporation created by the merger and the fee computed upon the aggregate amount of the total authorized stock of the constituent corporation.

3. The fee for filing articles of merger of one or more domestic corporations, including, without limitation, a nonprofit cooperative corporation, with one or more foreign corporations is the difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized stock of the corporation created by the merger and the fee computed upon the aggregate amount of the total authorized stock of the constituent corporations which have paid the fees required by NRS 78.760 and 80.050 .

4. The fee for filing articles of merger of two or more domestic corporations, including, without limitation, nonprofit cooperative corporations, or foreign corporations must not be less than $350. The amount paid pursuant to subsection 3 must not exceed $35,000.
Nev. Rev. Stat. § 87A.235 — NV Code / Title 7 / Chapter 87A / Section 87A.235
Formation of limited partnership; certificate of limited partnership
Status: in_force

1. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (a) The name of the limited partnership; (b) The information required pursuant to NRS 77.310 ; (c) The name and the street and mailing address of each general partner; (d) Any additional information required by chapter 92A of NRS; and (e) If the limited partnership is to be a restricted limited partnership, a statement to that effect.

2. A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subsection 2 of NRS 87A.190 in a manner inconsistent with that section.

3. If there has been substantial compliance with subsection 1, a limited partnership is formed on the filing of the certificate of limited partnership.

4. Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed certificate of withdrawal, certificate of cancellation or statement of change or filed articles of conversion or merger: (a) The partnership agreement prevails as to partners and transferees; and (b) The filed certificate of limited partnership, certificate of withdrawal, certificate of cancellation or statement of change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
Nev. Rev. Stat. § 90.590 — NV Code / Title 7 / Chapter 90 / Section 90.590
Prohibited transactions by investment advisers and representatives of investment advisers
Status: in_force

It is unlawful for an investment adviser, representative of an investment adviser or other person who represents an investment adviser in performing an act that requires licensing as an investment adviser under this chapter, directly or indirectly, to:

1. Employ a device, scheme or artifice to defraud a client; or

2. Engage in an act, practice or course of business that operates or would operate as a fraud or deceit upon a client.
Nev. Rev. Stat. § 87.5405 — NV Code / Title 7 / Chapter 87 / Section 87.5405
Penalty for doing business without registration; enforcement; regulations
Status: in_force

1. Every foreign registered limited-liability partnership which is doing business in this State and which willfully fails or neglects to register with the Secretary of State pursuant to NRS 87.440 to 87.500 , inclusive, and 87.541 to 87.5443 , inclusive, 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 registered limited-liability partnership which is doing business in this State and which fails or neglects to register with the Secretary of State pursuant to NRS 87.440 to 87.500 , inclusive, and 87.541 to 87.5443 , inclusive, may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State pursuant to NRS 87.440 to 87.500 , inclusive, and 87.541 to 87.5443 , inclusive.

3. The failure of a foreign registered limited-liability partnership to register in this State does not impair the validity of any contract or act of the foreign registered limited-liability partnership, or prevent the foreign registered limited-liability 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 registered limited-liability partnership is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the foreign registered limited-liability partnership'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 foreign registered limited-liability partnership'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.

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

6. A foreign registered limited-liability partnership, by transacting business in this State without registration, 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 by the foreign registered limited-liability partnership.

7. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 87A.147 — NV Code / Title 7 / Chapter 87A / Section 87A.147
Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology
Status: in_force

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms “meeting,” “writing,” “written” and other similar terms to allow a limited partnership or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.
Nev. Rev. Stat. § 88.365 — NV Code / Title 7 / Chapter 88 / Section 88.365
Authority of district court to order signing of certificate
Status: in_force

If a person required by NRS 88.375 to sign a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the signing of the certificate. If the court finds that it is proper for the certificate to be signed and that any person so designated has failed or refused to sign the certificate, it shall order the Secretary of State to record an appropriate certificate.
Nev. Rev. Stat. § 87A.500 — NV Code / Title 7 / Chapter 87A / Section 87A.500
Winding up
Status: in_force

1. A limited partnership continues after dissolution only for the purpose of winding up its activities.

2. In winding up its activities, the limited partnership: (a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a certificate of cancellation as provided in NRS 87A.245 and perform other necessary acts; and (b) Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities and marshal and distribute the assets of the partnership.

3. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection: (a) Has the powers of a general partner under NRS 87A.505 ; and (b) Shall promptly amend the certificate of limited partnership to state: (1) That the limited partnership does not have a general partner; (2) The name of the person that has been appointed to wind up the limited partnership; and (3) The street and mailing address of the person.

4. On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if: (a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3; or (b) The applicant establishes other good cause.
Nev. Rev. Stat. § 81.445 — NV Code / Title 7 / Chapter 81 / Section 81.445
Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments; defaulting corporations
Status: in_force

1. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed under the provisions of NRS 81.410 to 81.540 , inclusive, which provides that the name of the corporation contains the words “common-interest community,” “community association,” “master association,” “unit-owners' association” or “homeowners' association” or if it appears in the articles of incorporation or certificate of amendment of articles of incorporation that the purpose of the corporation is to operate as a unit-owners' association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has: (a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625 ; and (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620 .

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners' association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620 , the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185 and pays the fees required pursuant to NRS 82.193 .
Nev. Rev. Stat. § 75.015 — NV Code / Title 7 / Chapter 75 / Section 75.015
“Blockchain” defined
Status: in_force

“ Blockchain ” has the meaning ascribed to it in NRS 719.045 .
Nev. Rev. Stat. § 78.155 — NV Code / Title 7 / Chapter 78 / Section 78.155
Certificate of authorization to transact business
Status: in_force

If a corporation has filed the initial or annual list in compliance with NRS 78.150 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the corporation constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its incorporation occurs in the next succeeding calendar year.
Nev. Rev. Stat. § 78A.200 — NV Code / Title 7 / Chapter 78A / Section 78A.200
Effect of termination of status
Status: in_force

1. A corporation that terminates its status as a close corporation is subject to the provisions of chapter 78 of NRS.

2. Termination of the status of a close corporation does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless invalidated by law.
Nev. Rev. Stat. § 90.307 — NV Code / Title 7 / Chapter 90 / Section 90.307
“Transfer agent” defined
Status: in_force

“ Transfer agent ” means any person who, for a fee, performs the service of registering the transfer of securities that do not trade on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, if the price quotations for the over-the-counter stock are quoted by the National Association of Securities Dealers Automated Quotations System (NASDAQ).
Nev. Rev. Stat. § 84.040 — NV Code / Title 7 / Chapter 84 / Section 84.040
Continual perpetual succession
Status: in_force

Upon making and filing for record articles of incorporation as provided in this chapter, the person subscribing the same, and his or her successor in office by the name or title specified in the articles, shall thereafter be deemed, and is hereby created, a body politic and a corporation sole, with continual perpetual succession.
Nev. Rev. Stat. § 84.015 — NV Code / Title 7 / Chapter 84 / Section 84.015
Filing fees; applicable law for miscellaneous fees
Status: in_force

1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation and records for dissolution is $50 for each record.

2. Except as otherwise provided in this chapter, the fees set forth in NRS 78.785 apply to this chapter.
Nev. Rev. Stat. § 82.196 — NV Code / Title 7 / Chapter 82 / Section 82.196
Board of directors or trustees: Number and qualifications of members
Status: in_force

Every corporation must be managed by a board of directors or trustees, all of whom must be at least 18 years of age. Every corporation must have at least one director or trustee. All corporations may provide in their articles or bylaws for a fixed number of directors or a variable number of directors within a fixed minimum and maximum, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles, directors need not be members. The articles or bylaws may provide that some or all the directors or trustees must be chosen by specified persons or by public officials.
Nev. Rev. Stat. § 86.590 — NV Code / Title 7 / Chapter 86 / Section 86.590
Renewal or revival of charter: Status of company
Status: in_force

A limited-liability company that has revived or renewed its charter pursuant to the provisions of this chapter:

1. Is a limited-liability company and continues to be a limited-liability company for the time stated in the certificate of revival or renewal;

2. Possesses the rights, privileges and immunities conferred by the original charter and by this chapter; and

3. Is subject to the restrictions and liabilities set forth in this chapter.
Nev. Rev. Stat. § 75A.150 — NV Code / Title 7 / Chapter 75A / Section 75A.150
Confidentiality of records and files collected by Secretary of State
Status: in_force

1. Except as otherwise provided in subsection 2 and NRS 239.0115 , the records and files collected by the Secretary of State pursuant to paragraph (f) of subsection 2 of NRS 75A.100 are confidential and privileged. The Secretary of State and any employee of the Secretary of State who is authorized to view or use the information in such records or files: (a) Shall not disclose any information obtained from such records or files other than specific information contained in the record or file that is deemed a public record; and (b) May not be required to produce any of the records, files and information for the inspection of any person or governmental entity or for use in any action or proceeding.

2. The records and files collected pursuant to paragraph (f) of subsection 2 of NRS 75A.100 are not confidential and privileged in the following cases: (a) Testimony by the Secretary of State or any employee of the Secretary of State and the production of records, files and information on behalf of the Secretary of State or a person in any action or proceeding before the Secretary of State or a court in this State if that testimony or the records, files or information, or the facts shown thereby, are directly involved in the action or proceeding. (b) Delivery to a person or his or her authorized representative of a copy of any document filed by the person pursuant to this chapter. (c) Publication by a governmental agency of statistics so classified as to prevent the identification of a particular business or document. (d) Exchanges of information with the Secretary of State or a federal agency in accordance with any agreement made and provided for in such cases, or disclosure in confidence to any federal agency that requests the information for use by the agency in a civil or criminal investigation or prosecution. (e) Disclosure in confidence to the Attorney General or other legal representative of the State or a federal agency in connection with an action or proceeding relating to a taxpayer, or to any agency of this or any other state or the Federal Government charged with the administration or enforcement of laws relating to workers' compensation, unemployment compensation, public assistance, taxation, labor or gaming or which issues licenses, certificates, registrations, permits or similar types of authorization to conduct a business in this State. (f) Disclosure by the Secretary of State for the purpose of collection of a debt, fee or obligation owed to the Secretary of State. (g) A business that submits information to the state business portal and agrees to a provision authorizing the release of information contained in the records and files of the state business portal for a purpose which must be specified in the provision.
Nev. Rev. Stat. § 76.020 — NV Code / Title 7 / Chapter 76 / Section 76.020
“Business” defined
Status: in_force

1. Except as otherwise provided in subsection 2, “ business ” means: (a) Any person, except a natural person, that performs a service or engages in a trade for profit; (b) Any natural person who performs a service or engages in a trade for profit if the person is required to file with the Internal Revenue Service a Schedule C (Form 1040), Profit or Loss From Business Form, or its equivalent or successor form, a Schedule E (Form 1040), Supplemental Income and Loss Form, or its equivalent or successor form, or a Schedule F (Form 1040), Profit or Loss From Farming Form, or its equivalent or successor form, for that activity; or (c) Any entity organized pursuant to this title, including, without limitation, those entities required to file with the Secretary of State, whether or not the entity performs a service or engages in a business for profit.

2. The term does not include: (a) A governmental entity. (b) A nonprofit religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. § 501(c) . (c) A person who operates a business from his or her home and whose net earnings from that business are not more than 66 2/3 percent of the average annual wage, as computed for the preceding calendar year pursuant to chapter 612 of NRS and rounded to the nearest hundred dollars. (d) A natural person whose sole business is the rental of four or fewer dwelling units to others. (e) A business organized pursuant to chapter 82 or 84 of NRS. (f) A business organized pursuant to chapter 81 of NRS if the business is a nonprofit unit-owners' association.
Nev. Rev. Stat. § 87A.020 — NV Code / Title 7 / Chapter 87A / Section 87A.020
“Contribution” defined
Status: in_force

“ Contribution ,” except in the phrase “right of contribution,” means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.
Nev. Rev. Stat. § 88.5945 — NV Code / Title 7 / Chapter 88 / Section 88.5945
Defaulting partnerships: Reinstatement or revival under old or new name; regulations
Status: reserved

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

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

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

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 77.120 — NV Code / Title 7 / Chapter 77 / Section 77.120
“Interest holder” defined
Status: in_force

“ Interest holder ” means a direct holder of an interest.
Nev. Rev. Stat. § 87.480 — NV Code / Title 7 / Chapter 87 / Section 87.480
Registered agent required
Status: in_force

A registered limited-liability partnership must have a registered agent who resides or is located in this State. A registered agent must have a street address for the service of process that is the principal office of the registered limited-liability partnership in this State, and may have a separate mailing address that is different from the registered agent’s street address.
Nev. Rev. Stat. § 88.515 — NV Code / Title 7 / Chapter 88 / Section 88.515
Rights upon distribution
Status: in_force

At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
Nev. Rev. Stat. § 78.020 — NV Code / Title 7 / Chapter 78 / Section 78.020
Limitations on incorporation under chapter; compliance with other laws
Status: in_force

1. Trust companies, insurance companies, mutual fire insurance companies, surety companies, express companies and railroad companies may be formed 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. (b) Infringe the laws of any other state or country in which it may intend to engage in business, by so incorporating under this chapter.

2. No savings and loan association, savings bank, thrift company or corporation organized for the purpose of conducting a banking business may be organized under this chapter.
Nev. Rev. Stat. § 77.450 — NV Code / Title 7 / Chapter 77 / Section 77.450
Consistency of application
Status: in_force

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
Nev. Rev. Stat. § 81.939 — NV Code / Title 7 / Chapter 81 / Section 81.939
Notice of meeting at which members are required or permitted to vote; notice of special meeting
Status: in_force

1. For a meeting during which members are required or permitted to vote, notice must be given, in writing, not less than 10 days or more than 90 days before the date of the meeting. Such notice must be provided to each member who, on the record date, is entitled to vote.

2. Except as otherwise provided in this subsection, if the notice pursuant to subsection 1 is provided by mail, such notice must be given not less than 20 days before the meeting. If the notice is mailed by first-class, registered or certified mail, such notice must be given not less than 10 days before the meeting.

3. If a member submits a written request to hold a special meeting to the chair of the board of directors, president, vice president or secretary of a worker cooperative, the special meeting must be held not less than 35 days and not more than 90 days after the receipt of such a request. The requesting member must not be a director of the board of directors.

4. If notice of a special meeting is not given within 20 days after a request is submitted pursuant to subsection 3: (a) The member requesting the special meeting pursuant to subsection 3 may provide notice to the members in accordance with the requirements of subsection 3; or (b) The member may request that a district court order service of the notice pursuant to subsection 3.

5. A district court shall provide a worker cooperative with an opportunity to be heard before the court makes an order pursuant to paragraph (b) of subsection 4.
Nev. Rev. Stat. § 82.501 — NV Code / Title 7 / Chapter 82 / Section 82.501
Limitation on time for creditors' claims; notice to creditors
Status: in_force

All creditors must present and make proof to the receiver of their respective claims against the corporation within 6 months from the date of appointment of the receiver or trustee for the corporation, or sooner if the court so orders. All creditors and claimants failing to do so within the time limited by this section, or the time prescribed by the order of court, are barred from participating in the distribution of the assets of the corporation. The court shall prescribe what notice, by publication or otherwise, must be given to creditors of the time within which they must present and prove their claims.
Nev. Rev. Stat. § 78.413 — NV Code / Title 7 / Chapter 78 / Section 78.413
“Associate” defined
Status: in_force

“ Associate ,” when used to indicate a relationship with any person, means:

1. Any corporation or organization of which that person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of voting shares;

2. Any trust or other estate in which that person has a substantial beneficial interest or as to which that person serves as trustee or in a similar fiduciary capacity; and

3. Any relative or spouse of that person, or any relative of the spouse, who has a common principal residence with that person.
Nev. Rev. Stat. § 87A.045 — NV Code / Title 7 / Chapter 87A / Section 87A.045
“Foreign registered limited-liability limited partnership” defined
Status: in_force

“ Foreign registered limited-liability limited partnership ” means a foreign limited-liability limited partnership:

1. Formed pursuant to an agreement governed by the laws of another state; and

2. Registered pursuant to and complying with NRS 87A.535 to 87A.625 , inclusive, and 87A.655 .
Nev. Rev. Stat. § 78.610 — NV Code / Title 7 / Chapter 78 / Section 78.610
Duties of trustees or receivers; payment and distribution to creditors and stockholders
Status: in_force

The trustees or receivers, after payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the extent of their lawful priority, shall pay the other debts due from the corporation, if the funds in their hands shall be sufficient therefor, and if not, they shall distribute the same ratably among all the creditors who shall prove their debts in the manner that shall be directed by an order or decree of the court for that purpose. If there shall be any balance remaining after the payment of the debts and necessary expenses (or the making of adequate provision therefor), they shall distribute and pay the same to and among those who shall be justly entitled thereto, as having been stockholders of the corporation, or their legal representatives.
Nev. Rev. Stat. § 86.545 — NV Code / Title 7 / Chapter 86 / Section 86.545
Issuance of certificate of registration by Secretary of State
Status: in_force

If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of State shall issue a certificate of registration to transact business in this State and mail it to the person who filed the application or the person’s representative.
Nev. Rev. Stat. § 81.903 — NV Code / Title 7 / Chapter 81 / Section 81.903
“Member” defined
Status: in_force

“ Member ” means a natural person who:

1. Has been accepted for membership in a worker cooperative; and

2. Owns a membership share issued by a worker cooperative.
Nev. Rev. Stat. § 88.594 — NV Code / Title 7 / Chapter 88 / Section 88.594
Defaulting partnerships: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 88.5927 , the Secretary of State shall reinstate a foreign limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited partnership its right to transact business in this State, and to exercise its privileges and immunities, if it: (a) Files with the Secretary of State: (1) The list required by NRS 88.591 ; (2) The statement required by NRS 88.5915 , if applicable; (3) The information required pursuant to NRS 77.310 ; and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the foreign limited partnership; and (b) Except as otherwise provided in NRS 231.14057 , pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 88.591 and 88.593 for each year or portion thereof that its right to transact business was forfeited; (2) The fee set forth in NRS 88.5915 , if applicable; and (3) A fee of $300 for reinstatement.

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

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

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

5. Except as otherwise provided in NRS 88.5945 , a reinstatement pursuant to this section relates back to the date on which the foreign limited partnership forfeited its right to transact business under the provisions of this chapter and reinstates the foreign limited partnership's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 78.090 — NV Code / Title 7 / Chapter 78 / Section 78.090
Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation
Status: in_force

1. Every corporation must have a registered agent who resides or is located in this State. Notwithstanding the provisions of NRS 77.300 , each registered agent must have a street address for receiving service of process, which is the registered office of the corporation in this State. If the registered agent is in the business of acting as a registered agent for more than one business entity, the physical street address of the registered office must be in a location for which such use is not prohibited by any local ordinance. The registered agent may have a separate mailing address such as a post office box, which may be different from the street address.

2. If the registered agent is a bank or corporation, it may: (a) Act as the fiscal or transfer agent of any state, municipality, body politic or corporation and in that capacity may receive and disburse money. (b) Transfer, register and countersign certificates of stock, bonds or other evidences of indebtedness and act as agent of any corporation, foreign or domestic, for any purpose required by statute, or otherwise. (c) Act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and accept and execute any other municipal or corporate trust not inconsistent with the laws of this State. (d) Receive and manage any sinking fund of any corporation, upon such terms as may be agreed upon between the corporation and those dealing with it.

3. Every corporation organized pursuant to this chapter which fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.

4. All legal process and any demand, notice or communication authorized by law to be served upon, or delivered to, a corporation may be served upon, or delivered to, the registered agent of the corporation in the manner provided in subsection 2 of NRS 14.020 . If any demand, notice, communication or legal process, other than a summons and complaint, cannot be served upon, or delivered to, the registered agent, it may be served or delivered in the manner provided in NRS 14.030 . These manners and modes of service or delivery are in addition to any other manner and mode of service or delivery authorized by law.
Nev. Rev. Stat. § 87A.520 — NV Code / Title 7 / Chapter 87A / Section 87A.520
Other claims against dissolved limited partnership
Status: in_force

1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.

2. The notice must: (a) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this State, in the county in which the limited partnership's designated office is or was last located; (b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; (c) State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 5 years after publication of the notice; and (d) Unless the limited partnership has been throughout its existence a registered limited-liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person withdrawn as a general partner which is based on NRS 87A.365 .

3. If a dissolved limited partnership publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within 5 years after the publication date of the notice: (a) A claimant that did not receive notice in a record under NRS 87A.515 ; (b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

4. A claim not barred under this section may be enforced: (a) Against the dissolved limited partnership, to the extent of its undistributed assets; (b) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or (c) Against any person liable on the claim under NRS 87A.365 .
Nev. Rev. Stat. § 82.524 — NV Code / Title 7 / Chapter 82 / Section 82.524
Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of corporation
Status: in_force

1. A foreign nonprofit corporation which was qualified to transact business in this State pursuant to this chapter may, upon complying with the provisions of NRS 82.5237 , procure a renewal or revival of its right to transact business in this State for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original qualification to transact business in this State and amendments thereto, or existing qualification to transact business in this State, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the foreign nonprofit corporation, which must be the name of the foreign nonprofit corporation at the time of the renewal or revival, or its name at the time its original qualification to transact business in this State expired. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the qualification to transact business in this State is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) The time for which the renewal or revival is to continue. (5) That the foreign nonprofit corporation desiring to renew or revive its right to transact business in this State is, or has been, organized and carrying on the business authorized by its existing or original qualification to transact business in this State and amendments thereto, and desires to renew or continue through revival its qualification to transact business in this State pursuant to and subject to the provisions of this chapter. (b) A list of its president, secretary and treasurer, or the equivalent thereof, and all of its directors and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the foreign nonprofit corporation or, if the foreign nonprofit corporation does not have a board of directors, the equivalent of such a board.

2. A foreign nonprofit corporation whose qualification to transact business in this State has not expired and is being renewed shall cause the certificate to be signed by an officer of the corporation. The certificate must be approved by a majority of the directors of the foreign nonprofit corporation or, if the foreign nonprofit corporation does not have a board of directors, the equivalent of such a board.

3. A foreign nonprofit corporation seeking to revive its qualification to transact business in this State shall cause the certificate to be signed by a person or persons designated or appointed by the directors of the foreign nonprofit corporation, or their equivalent. The signing and filing of the certificate must be approved by the written consent of the directors of the foreign nonprofit corporation, or their equivalent, holding at least a majority of the voting power and must contain a recital that this consent was secured. The foreign nonprofit corporation shall pay to the Secretary of State the fee required to qualify a foreign nonprofit corporation to transact business in this State pursuant to the provisions of this chapter.

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

5. Except as otherwise provided in NRS 82.5239 , a renewal or revival pursuant to this section relates back to the date on which the foreign nonprofit corporation's qualification to transact business in this State expired or was forfeited and renews or revives the foreign nonprofit corporation's qualification to transact business in this State as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 86.061 — NV Code / Title 7 / Chapter 86 / Section 86.061
“Limited-liability company” and “company” defined
Status: in_force

“ Limited-liability company ” or “ company ” means a limited-liability company organized by filing articles of organization with the Secretary of State and existing under this chapter, including a restricted limited-liability company.
Nev. Rev. Stat. § 88.340 — NV Code / Title 7 / Chapter 88 / Section 88.340
Partnership records: Microfilming; imaging; return
Status: in_force

The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by or relating to a limited partnership pursuant to this chapter and may return the original record to the filer.
Nev. Rev. Stat. § 87A.570 — NV Code / Title 7 / Chapter 87A / Section 87A.570
Certificate of authorization to transact business
Status: in_force

If a foreign limited partnership has filed the initial or annual list in compliance with NRS 87A.560 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign limited partnership constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.
Nev. Rev. Stat. § 91.260 — NV Code / Title 7 / Chapter 91 / Section 91.260
Regulations and orders
Status: in_force

The Administrator may adopt such regulations or issue such orders as are necessary to carry out the provisions of this chapter and which are in the public interest or for the protection of investors. The regulations or orders may:

1. Designate items which are not commodities;

2. Designate precious metals; and

3. Prescribe forms to be used pursuant to this chapter.
Nev. Rev. Stat. § 90.340 — NV Code / Title 7 / Chapter 90 / Section 90.340
Exempt investment advisers and representatives of investment advisers
Status: in_force

1. The following persons are exempt from licensing under NRS 90.330 : (a) Except as otherwise provided in subsection 2, an investment adviser who is registered or is not required to be registered as an investment adviser under the Investment Advisers Act of 1940 1 if: (1) Its only clients in this State are other investment advisers, broker-dealers or financial or institutional investors; (2) The investment adviser has no place of business in this State and directs business communications in this State to a person who is an existing client of the investment adviser and whose principal place of residence is not in this State; or (3) The investment adviser has no place of business in this State and during any 12 consecutive months it does not direct business communications in this State to more than five present or prospective clients other than those specified in subparagraph (1), whether or not the person or client to whom the communication is directed is present in this State; (b) A representative of an investment adviser who is employed by an investment adviser who is exempt from licensing pursuant to paragraph (a) or NRS 90.345 ; (c) A sales representative licensed pursuant to NRS 90.310 who: (1) Has passed the following examinations administered by the Financial Industry Regulatory Authority: (I) The Uniform Investment Adviser Law Examination, designated as the Series 65 examination; or (II) The Uniform Combined State Law Examination designated as the Series 66 examination and the General Securities Registered Representative Examination, designated as the Series 7 examination; or (2) On January 1, 1996, has been continuously licensed in this State as a sales representative for 5 years or more; and (d) Other investment advisers and representatives of investment advisers the Administrator by regulation or order exempts.

2. Regardless of whether an investment adviser qualifies for an exemption pursuant to paragraph (a) of subsection 1, if the investment adviser advises one or more qualifying private funds, the investment adviser must additionally satisfy all of the requirements set forth in NRS 90.345 in order to qualify for an exemption from licensing under NRS 90.330 .

3. The Administrator may, by order or rule, waive the examinations required by subparagraph (1) of paragraph (c) of subsection 1 for an applicant or a class of applicants if the Administrator determines that the examination is not necessary for the protection of investors because of the training and experience of the applicant or class of applicants.

1 15 USCA § 80b-1 et seq.
Nev. Rev. Stat. § 77.340 — NV Code / Title 7 / Chapter 77 / Section 77.340
Change of registered agent by entity
Status: in_force

1. A represented entity may change the information currently on file pursuant to NRS 77.310 by filing with the Secretary of State a statement of change signed on behalf of the entity which states: (a) The name of the entity; and (b) The information that is to be in effect as a result of the filing of the statement of change.

2. The interest holders or governors of a domestic entity need not approve the filing of: (a) A statement of change under this section; or (b) A similar filing changing the registered agent or registered office of the entity in any other jurisdiction.

3. If a filing made pursuant to subsection 1 results in a change of the registered agent of the represented entity, the filing must include the information required pursuant to NRS 77.310 .

4. A statement of change filed under this section takes effect on filing.

5. Instead of using the procedures in this section, a represented entity may change the information currently on file under NRS 77.310 by amending its most recent registered agent filing in the manner provided by the laws of this State other than this chapter for amending that filing.
Nev. Rev. Stat. § 82.436 — NV Code / Title 7 / Chapter 82 / Section 82.436
Sale, lease or exchange of assets: Authority; procedure
Status: in_force

1. Every corporation may, by action taken at a 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 deem expedient and for the best interests of the corporation.

2. The sale, lease or exchange must be approved by every person or public official whose approval of the sale, lease or exchange is required by the articles.

3. If the corporation has members entitled to vote on the matter, the directors must call a meeting, either annual or special, of the members entitled to vote on the sale, lease or exchange or must submit the sale, lease or exchange to such members for a vote by written ballot pursuant to NRS 82.326 . Notice of the proposed sale, lease or exchange must be given to each member and a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed sale, lease or exchange. A majority of a quorum of the voting power of the members must vote in favor of the sale, lease or exchange.

4. The articles may require the vote of a larger proportion of the members and the separate vote or consent of any class of members.

5. Unless the articles provide otherwise, no vote of members is necessary for a transfer of assets by way of mortgage, or in trust or in pledge to secure indebtedness of the corporation.
Nev. Rev. Stat. § 87.4325 — NV Code / Title 7 / Chapter 87 / Section 87.4325
Partner agent of partnership
Status: in_force

Subject to the effect of a statement of partnership authority under NRS 87.4327 :

1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.

2. An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Nev. Rev. Stat. § 92A.050 — NV Code / Title 7 / Chapter 92A / Section 92A.050
“Exchange” defined
Status: in_force

“Exchange” means the acquisition by one or more foreign or domestic entities of all an owner's interests or one or more classes or series of an owner's interests of one or more foreign or domestic entities.
Nev. Rev. Stat. § 82A.025 — NV Code / Title 7 / Chapter 82A / Section 82A.025
“Charitable organization” defined
Status: in_force

1. “ Charitable organization ” means any person who, directly or indirectly, solicits contributions, and who: (a) The Secretary of the Treasury has determined to be tax exempt pursuant to the provisions of section 501(c)(3) of the Internal Revenue Code , 26 U.S.C. § 501(c)(3) ; (b) Is or purports to be established for: (1) Any benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic or other eleemosynary purpose; or (2) The benefit of law enforcement, firefighting or other public safety personnel; or (c) In any manner employs: (1) A charitable appeal as the basis of any solicitation; or (2) An appeal that suggests there is a charitable reason for the solicitation.

2. The term does not include an organization that is established for and serving bona fide religious purposes.

3. As used in this section, “ charitable reason ” means: (a) Any reason described in section 501(c)(3) of the Internal Revenue Code , 26 U.S.C. § 501(c)(3) ; (b) Any benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic or other eleemosynary reason; or (c) Any objective that benefits law enforcement, firefighting or other public safety personnel.
Nev. Rev. Stat. § 81.860 — NV Code / Title 7 / Chapter 81 / Section 81.860
Reimbursement; indemnification; advancement of expenses
Status: in_force

1. Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the member's or manager's activities on behalf of the association.

2. An unincorporated nonprofit association may indemnify a member or manager for any debt, obligation or other liability incurred in the course of the member's or manager's activities on behalf of the association if the member or manager seeking indemnification has complied with NRS 81.815 and 81.840 . Governing principles in a record may broaden or limit indemnification.

3. If a person is made or threatened to be made a party in an action based on that person's activities on behalf of an unincorporated nonprofit association and the person makes a request in a record to the association, a majority of the disinterested managers may approve in a record advance payment or reimbursement by the association of all or a part of the reasonable expenses, including attorney's fees and costs, incurred by the person before the final disposition of the proceeding. To be entitled to an advance payment or reimbursement, the person must state in a record that the person has a good faith belief that the criteria for indemnification in subsection 2 have been satisfied and that the person will repay the amounts advanced or reimbursed if the criteria for payment have not been satisfied. The governing principles in a record may broaden or limit the advance payments or reimbursements.

4. An unincorporated nonprofit association may purchase insurance on behalf of a member or manager for liability asserted against or incurred by the member or manager in the capacity of a member or manager, whether or not the association has authority under the provisions of NRS 81.700 to 81.890 , inclusive, to reimburse, indemnify or advance expenses to the member or manager against the liability.

5. The rights of reimbursement, indemnification and advancement of expenses under this section apply to a former member or manager for an activity undertaken on behalf of the unincorporated nonprofit association while a member or manager.
Nev. Rev. Stat. § 78.215 — NV Code / Title 7 / Chapter 78 / Section 78.215
Issuance of shares for consideration or as share dividend
Status: in_force

1. A corporation may issue and dispose of its authorized shares for such consideration as may be prescribed in the articles of incorporation or, if no consideration is so prescribed, then for such consideration as may be fixed by the board of directors.

2. If a consideration is prescribed for shares without par value, that consideration must not be used to determine the fees required for filing articles of incorporation pursuant to NRS 78.760 .

3. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's stockholders or to the stockholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

4. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless: (a) The articles of incorporation so authorize; (b) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or (c) There are no outstanding shares of the class or series to be issued.

5. If the board of directors does not fix the record date for determining stockholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Nev. Rev. Stat. § 86.361 — NV Code / Title 7 / Chapter 86 / Section 86.361
Liability of persons assuming to act as company without authority
Status: in_force

All persons who assume to act as a limited-liability company without authority to do so are jointly and severally liable for all debts and liabilities of the company.
Nev. Rev. Stat. § 88.609 — NV Code / Title 7 / Chapter 88 / Section 88.609
Name of foreign partnership
Status: in_force

The name of a foreign registered limited-liability limited partnership that is doing business in this State must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbreviations “L.L.L.P.” or “LLLP,” or such other words or abbreviations as may be required or authorized by the laws of the other jurisdiction, as the last words or letters of the name.
Nev. Rev. Stat. § 78.125 — NV Code / Title 7 / Chapter 78 / Section 78.125
Committees of board of directors: Designation; powers; membership
Status: in_force

1. Unless it is otherwise provided in the articles of incorporation, the board of directors may designate one or more committees which, to the extent provided in the resolution or resolutions or in the bylaws of the corporation, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation.

2. Each committee must include at least one director. Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may appoint natural persons who are not directors to serve on committees.

3. The board of directors may designate one or more directors as alternate members of a committee to replace any member who is disqualified or absent from a meeting of the committee. The bylaws of the corporation may provide that, unless the board of directors appoints alternate members pursuant to this subsection, the member or members of a committee present at a meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of an absent or disqualified member of the committee.
Nev. Rev. Stat. § 81.510 — NV Code / Title 7 / Chapter 81 / Section 81.510
Agreements for unified action by cooperative corporations
Status: in_force

Any two or more cooperative corporations organized under NRS 81.410 to 81.540 , inclusive, upon resolutions adopted by their respective boards of directors, may, for the purpose of more economically carrying out their respective businesses, by agreement, unite in adopting, employing and using, or several such corporations may separately adopt, employ and use, the same methods, policy, means, agents, agencies and terms of marketing for carrying on and conducting their respective businesses.
Nev. Rev. Stat. § 76.120 — NV Code / Title 7 / Chapter 76 / Section 76.120
Limitation on number of state business licenses natural person is required to obtain
Status: in_force

1. A natural person is not required to obtain more than one state business license for any combination of activities conducted by that person which are reported to the Internal Revenue Service for any federal tax year on two or more of the forms described in paragraph (b) of subsection 1 of NRS 76.020 .

2. As used in this section, “ federal tax year ” means any period of 12 months for which a person is required to report income, tax deductions and tax credits pursuant to the provisions of the Internal Revenue Code 1 and any regulations adopted pursuant thereto.

1 26 U.S.C.A. § 1 et seq.
Nev. Rev. Stat. § 87.160 — NV Code / Title 7 / Chapter 87 / Section 87.160
Partner by estoppel
Status: in_force

1. When a person, by words spoken or written or by conduct, represents himself or herself, or consents to another representing him or her to any one, as a partner in an existing partnership or with one or more persons not actual partners, the person is liable to any such person to whom such representation has been made who has, on the faith of such representation, given credit to the actual or apparent partnership, and if the person has made such representation or consented to its being made in a public manner the person is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made. (a) When a partnership liability results, the person is liable as though the person were an actual member of the partnership. (b) When no partnership liability results, the person is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

2. When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, the person is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he or she were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.

3. This section does not apply to any person who, by words spoken or written or by conduct, announces an association of persons for the sole purpose of a business development, regardless of whether such an announcement uses, or the association of persons is described by, the terms “partnering” or “joint venturing” or any other similar term, so long as the business development is undertaken by one or more corporations or limited-liability companies.
Nev. Rev. Stat. § 86.031 — NV Code / Title 7 / Chapter 86 / Section 86.031
“Bankrupt” defined
Status: in_force

“Bankrupt” is limited to the effect of the federal statutes codified as Title 11 of the United States Code.
Nev. Rev. Stat. § 78.760 — NV Code / Title 7 / Chapter 78 / Section 78.760
Filing fees: Articles of incorporation
Status: in_force

1. The fee for filing articles of incorporation is prescribed in the following schedule: 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

2. The maximum fee which may be charged pursuant to this section: (a) Is $35,000 for the original filing of the articles of incorporation. (b) Is $34,925 for a subsequent filing of any instrument which authorizes an increase in stock.

3. For the purposes of computing the filing fees according to the schedule in subsection 1, the amount represented by the total number of shares provided for in the articles of incorporation is: (a) The aggregate par value of the shares, if only shares with a par value are therein provided for; (b) The product of the number of shares multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which shares may be issued and disposed of, if only shares without par value are therein provided for; or (c) The aggregate par value of the shares with a par value plus the product of the number of shares without par value multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which the shares without par value may be issued and disposed of, if shares with and without par value are therein provided for. For the purposes of this subsection, shares with no prescribed par value shall be deemed shares without par value.

4. The Secretary of State shall calculate filing fees pursuant to this section with respect to shares with a par value of less than one-tenth of a cent as if the par value were one-tenth of a cent.
Nev. Rev. Stat. § 77.130 — NV Code / Title 7 / Chapter 77 / Section 77.130
“Jurisdiction of organization” defined
Status: in_force

“ Jurisdiction of organization ,” with respect to an entity, means the jurisdiction whose law includes the organic law of the entity.