Nev. Rev. Stat. § 88.397 — NV Code / Title 7 / Chapter 88 / Section 88.397
Additional filing requirements for certain partnerships: Criteria; statement; fees
Status: in_force

1. At the time of submitting any list required pursuant to NRS 88.395 , a limited partnership that meets the criteria set forth in subsection 2 must submit: (a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and (b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.

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

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

4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General's Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440 .
Nev. Rev. Stat. § 77.030 — NV Code / Title 7 / Chapter 77 / Section 77.030
“Appointment of agent” defined
Status: in_force

“ Appointment of agent ” means a statement appointing an agent for service of process filed by a:

1. Domestic entity that is not a filing entity or a nonqualified foreign entity under NRS 77.380 ; or

2. Nonresident guardian.
Nev. Rev. Stat. § 86.081 — NV Code / Title 7 / Chapter 86 / Section 86.081
“Member” defined
Status: in_force

“ Member ” means the owner of a member's interest in a limited-liability company or a noneconomic member.
Nev. Rev. Stat. § 82.126 — NV Code / Title 7 / Chapter 82 / Section 82.126
Adoption and use of corporate seal or stamp
Status: in_force

1. Every corporation, by virtue of its existence as such, may adopt and use a common seal or stamp, and alter it at pleasure.

2. The use of a seal or stamp by a corporation on any corporate record is not necessary. The corporation may use a seal or stamp, if it desires, but use or failure to use does not in any way affect the legality of the record.
Nev. Rev. Stat. § 90.276 — NV Code / Title 7 / Chapter 90 / Section 90.276
“Provider of viatical settlements” defined
Status: in_force

“Provider of viatical settlements” has the meaning ascribed to it in NRS 688C.080 .
Nev. Rev. Stat. § 92A.470 — NV Code / Title 7 / Chapter 92A / Section 92A.470
Withholding payment for shares acquired on or after date of dissenter's notice: General requirements
Status: in_force

1. A subject corporation may elect to withhold payment from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenter's notice as the first date of any announcement to the news media or to the stockholders of the terms of the proposed action.

2. To the extent the subject corporation elects to withhold payment, within 30 days after receipt of a demand for payment pursuant to NRS 92A.440 , the subject corporation shall notify the dissenters described in subsection 1: (a) Of the information required by paragraph (a) of subsection 2 of NRS 92A.460 ; (b) Of the subject corporation's estimate of fair value pursuant to paragraph (b) of subsection 2 of NRS 92A.460 ; (c) That they may accept the subject corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under NRS 92A.480 ; (d) That those stockholders who wish to accept such an offer must so notify the subject corporation of their acceptance of the offer within 30 days after receipt of such offer; and (e) That those stockholders who do not satisfy the requirements for demanding appraisal under NRS 92A.480 shall be deemed to have accepted the subject corporation's offer.

3. Within 10 days after receiving the stockholder's acceptance pursuant to subsection 2, the subject corporation shall pay in cash the amount offered under paragraph (b) of subsection 2 to each stockholder who agreed to accept the subject corporation's offer in full satisfaction of the stockholder's demand.

4. Within 40 days after sending the notice described in subsection 2, the subject corporation shall pay in cash the amount offered under paragraph (b) of subsection 2 to each stockholder described in paragraph (e) of subsection 2.
Nev. Rev. Stat. § 78.0296 — NV Code / Title 7 / Chapter 78 / Section 78.0296
Ratification or validation of noncompliant corporate acts
Status: in_force

1. Except to the extent expressly prohibited in the articles of incorporation or an amendment thereto, in each case filed and effective on or after October 1, 2015, any corporate act not in compliance, or purportedly not in compliance, with this title or the articles of incorporation or bylaws in effect at the time of such corporate act may be ratified or validated in accordance with this section. This section does not apply to circumvent or contravene the provisions of NRS 78.378 to 78.3793 , inclusive, or NRS 78.411 to 78.444 , inclusive. Except as otherwise determined by the district court pursuant to its authority under subsection 5, a ratification or validation of a corporate act in accordance with this section is conclusive in the absence of actual fraud in the transaction. Ratification or validation under this section must not be the exclusive means by which a corporate act may be ratified or validated. This section shall not be construed to limit the authority of the board of directors, the stockholders or the corporation to effect any lawful means of ratification or validation of a corporate act or correction of a record, including, without limitation, the authority of: (a) The board of directors to act, or to consent to an action before or after the action, pursuant to NRS 78.315 ; (b) The stockholders to act, or to consent to an action before or after the action, pursuant to NRS 78.320 ; or (c) The corporation to correct a record filed in the Office of the Secretary of State pursuant to NRS 78.0295 .

2. Any ratification or validation of a corporate act pursuant to this section must be approved by the board of directors and, as applicable, the stockholders in accordance with this title and the articles of incorporation and bylaws in effect at the time of such ratification or validation, unless a higher approval standard was or would have been applicable to the original taking or purported taking of the corporate act, in which case such ratification or validation must be approved in accordance with such higher approval standard. The voting power of any shares issued or purportedly issued pursuant to the corporate act being ratified or validated must be disregarded for all purposes of the stockholder approval of such corporate act as required by this subsection, including for purposes of determining a quorum at a meeting of stockholders.

3. Notice of any ratification or validation of a corporate act pursuant to this section must be given not later than 10 days after the approval of such ratification or validation pursuant to subsection 2, to each stockholder of record at the time of such ratification or validation, whether or not action by the stockholders is required for such ratification or validation.

4. If a corporate act ratified or validated pursuant to this section would have required any filing with the Secretary of State pursuant to the provisions of this title, or if such ratification or validation would cause any such filing to be inaccurate or incomplete in any material respect, the corporation shall make, amend or correct each such filing in accordance with this title, including this subsection. Any such filing, amendment or correction: (a) Must be accompanied by a certificate of validation indicating that the filing, amendment or correction is being made in connection with a ratification or validation of a corporate act in accordance with this section and specifying the effective date and time of the filing, amendment or correction, which may be before the date and time of filing; and (b) Must otherwise be filed with the Secretary of State in accordance with the requirements of this title.

5. The district court has plenary and exclusive jurisdiction in equity, upon application of any person adversely affected, to administer and provide equitable relief under this section, including, without limitation, the authority to confirm, nullify, modify or compel any ratification or validation taken or proposed to be taken pursuant to this section, including any filing, amendment or correction pursuant to subsection 4. The provisions of this section shall not be construed to prescribe or circumscribe which facts and circumstances the court may consider or which remedies the court may grant in exercising its jurisdiction under this section. Any action, application or petition relating to a ratification or validation taken or proposed to be taken pursuant to this section must be filed in the district court: (a) Not later than 180 days after the notice required by subsection 3 is given; and (b) In the county where the principal office of the corporation is located or, if the principal office is not located in this State, in the county in which the corporation's registered office is located.

6. Unless otherwise determined by the district court pursuant to its authority under subsection 5, a ratification or validation of a corporate act in accordance with this section relates back to the date of the corporate act.

7. As used in this section: (a) “ Corporate act ” means: (1) Any act or purported act of the board of directors; (2) Any act or purported act of the stockholders; or (3) Any other act or transaction taken or purportedly taken by or on behalf of the corporation, including, without limitation, any issuance or purported issuance of stock or other securities of the corporation. (b) “ Higher approval standard ” means any provision set forth in the articles of incorporation or bylaws in effect at the time of the original taking or purported taking of a corporate act: (1) Requiring action of the directors or stockholders, at a meeting or by written consent, to be taken by a proportion greater than otherwise would have been required pursuant to this chapter if the articles of incorporation and bylaws were silent as to the required proportion; (2) Requiring a greater proportion of the directors or stockholders to constitute a quorum for the transaction of business at a meeting than otherwise would have been required pursuant to this chapter if the articles of incorporation and bylaws were silent as to the required proportion; (3) Requiring, prohibiting or prescribing conditions on action of the directors or stockholders at a meeting or by written consent; (4) Requiring separate action of the holders of shares of any class or series of the corporation's stock, unless no shares of such class or series are outstanding at the time of the ratification or validation of the corporate act pursuant to this section; (5) Requiring separate action of the holders of securities of the corporation other than stock, unless such securities are not outstanding at the time of the ratification or validation of the corporate act pursuant to this section; or (6) Requiring separate action of any specified person or persons.
Nev. Rev. Stat. § 84.060 — NV Code / Title 7 / Chapter 84 / Section 84.060
Requirements for deeds and instruments
Status: in_force

All deeds and other instruments in writing must be made in the name of the corporation and signed by the person representing the corporation.
Nev. Rev. Stat. § 87A.480 — NV Code / Title 7 / Chapter 87A / Section 87A.480
Rights and remedies of creditor of partner
Status: in_force

1. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest.

2. This section: (a) Provides the exclusive remedy by which a judgment creditor of a partner or an assignee of a partner may satisfy a judgment out of the partnership interest of the judgment debtor. No other remedy, including, without limitation, foreclosure on the partner's partnership interest or a court order for directions, accounts and inquiries that the debtor or partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited partnership, and no other remedy may be ordered by a court. (b) Does not deprive any partner of the benefit of any exemption laws applicable to the partnership interest of the partner. (c) Does not supersede any written agreement between a partner and creditor if the written agreement does not conflict with the partnership's certificate of limited partnership or partnership agreement.
Nev. Rev. Stat. § 87A.505 — NV Code / Title 7 / Chapter 87A / Section 87A.505
Power of general partner and person withdrawn as general partner to bind partnership after dissolution
Status: in_force

1. A limited partnership is bound by a general partner's act after dissolution which: (a) Is appropriate for winding up the limited partnership's activities; or (b) Would have bound the limited partnership under NRS 87A.355 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

2. A person withdrawn as a general partner binds a limited partnership through an act occurring after dissolution if: (a) At the time the other party enters into the transaction: (1) Less than 2 years has passed since the withdrawal; and (2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner; and (b) The act: (1) Is appropriate for winding up the limited partnership's activities; or (2) Would have bound the limited partnership under NRS 87A.355 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
Nev. Rev. Stat. § 78.785 — NV Code / Title 7 / Chapter 78 / Section 78.785
Miscellaneous fees
Status: in_force

1. The fee for certifying a copy of articles of incorporation is $30.

2. The fee for certifying a copy of an amendment to articles of incorporation, or to a copy of the articles as amended, is $30.

3. The fee for certifying an authorized printed copy of the general corporation law as compiled by the Secretary of State is $30.

4. The fee for reserving a corporate name is $25.

5. The fee for signing a certificate of corporate existence which does not list the previous records relating to the corporation, or a certificate of change in a corporate name, is $50.

6. The fee for signing a certificate of corporate existence which lists the previous records relating to the corporation is $50.

7. The fee for signing, certifying or filing any certificate or record not provided for in NRS 78.760 to 78.785 , inclusive, is $50.

8. The fee for copies provided by the Office of the Secretary of State is $2 per page.

9. The fees for filing articles of incorporation, articles of merger, or certificates of amendment increasing the basic surplus of a mutual or reciprocal insurer must be computed pursuant to NRS 78.760 , 78.765 and 92A.210 , on the basis of the amount of basic surplus of the insurer.

10. The fee for examining and provisionally approving any record at any time before the record is presented for filing is $125.
Nev. Rev. Stat. § 78.352 — NV Code / Title 7 / Chapter 78 / Section 78.352
Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock
Status: in_force

1. A person holding stock in a fiduciary capacity is entitled to vote the shares so held.

2. A person whose stock is pledged is entitled to vote, unless in the pledge the pledgor has expressly empowered the pledgee to vote the stock, in which case only the pledgee or the proxy of the pledgee may vote the stock.

3. If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, joint tenants, tenants in common or otherwise, or if two or more persons have the same fiduciary relationship respecting the shares or securities, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship, their acts with respect to voting have the following effect: (a) If only one votes, that person's act binds all; (b) If more than one votes, the act chosen by a majority of votes binds all; or (c) If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the shares or securities in question proportionally.
Nev. Rev. Stat. § 82.5239 — NV Code / Title 7 / Chapter 82 / Section 82.5239
Defaulting corporations: Reinstatement or revival under old or new name; regulations
Status: reserved

1. Except as otherwise provided in subsection 2, if a foreign nonprofit corporation applies to reinstate or revive its charter but its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title and that 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 nonprofit corporation 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 nonprofit corporation under that new name.

2. If the applying foreign nonprofit corporation submits the written, acknowledged consent of the artificial person having a name, or who has reserved a name, which is not distinguishable from the old name of the applying foreign nonprofit corporation 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. § 87A.240 — NV Code / Title 7 / Chapter 87A / Section 87A.240
Amendment or restatement of certificate
Status: in_force

1. In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or articles of merger stating: (a) The name of the limited partnership; and (b) The changes the amendment makes to the certificate as most recently amended or restated.

2. A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect: (a) The admission of a new general partner; (b) The withdrawal of a person as a general partner; or (c) The appointment of a person to wind up the limited partnership's activities under subsection 3 or 4 of NRS 87A.500 .

3. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (a) Cause the certificate to be amended; or (b) If appropriate, deliver to the Secretary of State for filing a certificate of correction pursuant to NRS 87A.275 .

4. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.

5. A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.

6. An amendment or restated certificate is effective at the time of the filing of the amendment or restated certificate with the Secretary of State or upon a later date and time as specified in the amendment or restated certificate, which date must not be more than 90 days after the date on which the amendment or restated certificate is filed. If an amendment or restated certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the amendment or restated certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Nev. Rev. Stat. § 76.010 — NV Code / Title 7 / Chapter 76 / Section 76.010
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 76.020 to 76.040 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 77.305 — NV Code / Title 7 / Chapter 77 / Section 77.305
Registration of individual or corporation willing to serve as registered agent for corporation, limited-liability company or limited partnership
Status: in_force

1. Any individual residing or corporation located in this State may register for that calendar year a willingness to serve as the registered agent of a domestic or foreign corporation, limited-liability company or limited partnership with the Secretary of State. The registration must state the full, legal name of the individual or corporation willing to serve as the registered agent and be accompanied by a fee of $500 per office location of the registered agent.

2. The Secretary of State shall maintain a list of those individuals and corporations who are registered pursuant to subsection 1 and make the list available to persons seeking to do business in this State.

3. The Secretary of State may amend any information provided in the list if an individual or a corporation who is included in the list: (a) Requests the amendment; and (b) Pays a fee of $50.

4. The Secretary of State may adopt regulations prescribing the content, maintenance and presentation of the list.
Nev. Rev. Stat. § 78.0295 — NV Code / Title 7 / Chapter 78 / Section 78.0295
Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings
Status: in_force

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

2. To correct a record, the corporation must: (a) Prepare a certificate of correction which: (1) States the name of the corporation; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record; (4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and (5) Is signed by an officer of the corporation or, if no stock has been issued by the corporation, by the incorporator or a director of the corporation, or by some other person specifically authorized by the corporation to sign the certificate. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $175 to the Secretary of State.

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

4. If a corporation has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the corporation may cancel the filing by: (a) Filing a statement of cancellation with the Secretary of State; and (b) Paying the required fee pursuant to subsection 7 of NRS 78.785 .
Nev. Rev. Stat. § 78A.070 — NV Code / Title 7 / Chapter 78A / Section 78A.070
Shareholders' agreements: Authority to enter; effect; amendment
Status: in_force

1. All shareholders of a close corporation who are entitled to vote may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.

2. An agreement authorized by this section is effective even if the agreement: (a) Eliminates a board of directors. (b) Restricts the discretion or powers of the board of directors or authorizes director proxies or weighted voting rights. (c) Treats the corporation as a partnership. (d) Creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate among partners.

3. If the corporation has a board of directors, an agreement authorized by this section that restricts the discretion or powers of the board of directors: (a) Relieves directors of liability imposed by law; and (b) Imposes that liability on each person in whom the discretion or power of the board is vested, to the extent that the discretion or power of the board of directors is governed by the agreement.

4. A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect.

5. A provision entitling one or more shareholders to dissolve the corporation under NRS 78A.160 is effective if a statement of this right is contained in the articles of incorporation.

6. To amend an agreement authorized by this section, all shareholders entitled to vote must approve the amendment in writing, unless the agreement provides otherwise.

7. Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement was made.

8. This section does not prohibit any other agreement between or among shareholders in a close corporation.
Nev. Rev. Stat. § 81.440 — NV Code / Title 7 / Chapter 81 / Section 81.440
Articles of incorporation: Required provisions
Status: in_force

Each corporation formed under NRS 81.410 to 81.540 , inclusive, shall prepare and file articles of incorporation in writing, setting forth:

1. The name of the corporation.

2. The purpose for which it is formed.

3. The information required pursuant to NRS 77.310 .

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

5. The number of directors thereof, which must be not less than three and which may be any number in excess thereof, and the names and residences of those selected for the first year and until their successors have been elected and have accepted office.

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

7. The name and mailing or street address, either residence or business, of each of the incorporators signing the articles of incorporation.
Nev. Rev. Stat. § 84.070 — NV Code / Title 7 / Chapter 84 / Section 84.070
Evidence of corporate existence
Status: in_force

The articles of incorporation, or a certified copy of those filed and recorded in the Office of the Secretary of State, shall be evidence of the existence of such corporation.
Nev. Rev. Stat. § 87.4321 — NV Code / Title 7 / Chapter 87 / Section 87.4321
Partnership as entity
Status: in_force

1. A partnership is an entity distinct from its partners.

2. A registered limited-liability partnership continues to be the same entity that existed before the filing of a certificate of registration pursuant to NRS 87.440 .
Nev. Rev. Stat. § 78.115 — NV Code / Title 7 / Chapter 78 / Section 78.115
Board of directors: Number and qualifications
Status: in_force

The business of every corporation must be managed under the direction of a board of directors or trustees, all of whom must be natural persons who are at least 18 years of age. A corporation must have at least one director, and may provide in its articles of incorporation or in its bylaws for a fixed number of directors or a variable number of directors, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles of incorporation, directors need not be stockholders.
Nev. Rev. Stat. § 90.375 — NV Code / Title 7 / Chapter 90 / Section 90.375
Application for issuance or renewal of license: Statement regarding obligation of child support required; grounds for denial of license; duty of Administrator
Status: in_force

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

1. An applicant for the issuance or renewal of a license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent shall submit to the Administrator the statement prescribed by the Division of Welfare and Supportive Services of the Department of Health and Human Services pursuant to NRS 425.520 . The statement must be completed and signed by the applicant.

2. The Administrator shall include the statement required pursuant to subsection 1 in: (a) The application or any other forms that must be submitted for the issuance or renewal of the license; or (b) A separate form prescribed by the Administrator.

3. A license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent may not be issued or renewed by the Administrator if the applicant: (a) Fails to submit the statement required pursuant to subsection 1; or (b) Indicates on the statement submitted pursuant to subsection 1 that the applicant is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order.

4. If an applicant indicates on the statement submitted pursuant to subsection 1 that the applicant is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order, the Administrator shall advise the applicant to contact the district attorney or other public agency enforcing the order to determine the actions that the applicant may take to satisfy the arrearage.
Nev. Rev. Stat. § 88.6087 — NV Code / Title 7 / Chapter 88 / Section 88.6087
Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations
Status: in_force

1. Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.

3. The failure of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state and purporting to do business in this State as a foreign registered limited-liability limited partnership, to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 does not impair the validity of any contract or act of the limited-liability limited partnership or prevent the limited-liability limited partnership from defending any action, suit or proceeding in any court of this State.

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

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

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

7. A limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, by transacting business in this State without registering with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 , appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

8. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 78.026 — NV Code / Title 7 / Chapter 78 / Section 78.026
Form required for filing of records
Status: in_force

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

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

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

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
Nev. Rev. Stat. § 88A.660 — NV Code / Title 7 / Chapter 88A / Section 88A.660
Defaulting trusts: Reinstatement or revival under old or new name
Status: reserved

1. Except as otherwise provided in subsection 2, if a certificate of trust is revoked pursuant to the provisions of this chapter and the name of the business trust 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 business trust shall submit in writing to the Secretary of State some other name under which it desires 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 business trust under that new name.

2. If the defaulting business trust submits the written, acknowledged consent of the artificial person using a name, or the person who has reserved a name, which is not distinguishable from the old name of the business trust or a new name it has submitted, it may be reinstated or revived under that name.
Nev. Rev. Stat. § 90.465 — NV Code / Title 7 / Chapter 90 / Section 90.465
Expeditious processing of notice of claim of exemption from registration requirement
Status: in_force

1. A person who files a notice of claim of exemption from the registration requirements of NRS 90.460 may request expeditious processing of the claim by paying an additional fee per filing for the expeditious processing.

2. For a fee of $100 per filing, the Administrator shall issue a notification of acceptance within 24 hours after receipt of the filing.

3. For a fee of $200 per filing, the Administrator shall issue a notification of acceptance on the same date on which the filing is received, if the filing is received by the Administrator before noon Pacific Standard Time.
Nev. Rev. Stat. § 90.255 — NV Code / Title 7 / Chapter 90 / Section 90.255
“Issuer” defined
Status: in_force

“Issuer” means a person who issues or proposes to issue a security, except that:

1. The “issuer” of a collateral trust certificate, voting trust certificate, certificate of deposit for a security or share in an investment company without a board of directors or persons performing similar functions, is the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued;

2. The “issuer” of an equipment trust certificate, including a conditional sales contract, or similar security serving the same purpose, is the person to whom the equipment or property is or is to be leased or conditionally sold; and

3. The “issuer” of a fractional undivided interest in an oil, gas or other mineral lease or in payments out of production under such a lease, right or royalty is the owner of an interest in the lease or in payments out of such production, whether whole or fractional, who creates fractional interests for the purpose of sale.
Nev. Rev. Stat. § 87.4308 — NV Code / Title 7 / Chapter 87 / Section 87.4308
“Partnership interest” and “partner's interest in the partnership” defined
Status: in_force

“ Partnership interest ” or “ partner's interest in the partnership ” means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
Nev. Rev. Stat. § 92A.240 — NV Code / Title 7 / Chapter 92A / Section 92A.240
Effective date and time of merger, conversion or exchange; articles of termination
Status: in_force

1. A merger, conversion or exchange takes effect: (a) At the time of the filing of the articles of merger, conversion or exchange with the Secretary of State; (b) Upon a later date and time as specified in the articles, which date must not be more than 90 days after the date on which the articles are filed; or (c) If the articles specify a later effective date but do not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date.

2. If the filed articles of merger, conversion or exchange specify such a later effective date or effective date and time, the constituent entity or entities may file articles of termination before the effective time, setting forth: (a) The name of each constituent entity and, for a conversion, the resulting entity; and (b) That the merger, conversion or exchange has been terminated pursuant to the plan of merger, conversion or exchange.

3. The articles of termination must be signed in the manner provided in NRS 92A.230 .
Nev. Rev. Stat. § 77.320 — NV Code / Title 7 / Chapter 77 / Section 77.320
Registration of commercial registered agent
Status: in_force

1. An individual or a domestic or foreign entity shall not serve as the registered agent in this State of 10 or more domestic or foreign entities unless the individual or domestic or foreign entity is registered as a commercial registered agent pursuant to this section.

2. An individual or a domestic or foreign entity may become registered as a commercial registered agent by filing with the Secretary of State a commercial registered agent registration statement on a form prescribed by the Secretary of State signed under penalty of perjury by the individual or by an individual authorized to sign the statement on behalf of the entity, which states: (a) The legal name of the individual or the legal name, type and jurisdiction of organization of the entity; (b) That the person is in the business of serving as a commercial registered agent in this State; (c) The address of a place of business of the person in this State to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered; (d) The name, address and telephone number of the individual who has the authority to act on behalf of the commercial registered agent; (e) If the person filing the statement is an individual, that the individual: (1) Has not been convicted of a felony or, if the individual has been convicted of a felony, a statement that the individual has had his or her civil rights restored; and (2) Has not had his or her ability to serve as a registered agent denied or revoked by the appropriate authority of this State or another state, or has not been enjoined by a court of competent jurisdiction from serving as a registered agent, because the individual has engaged in conduct in his or her capacity as a registered agent that was intended to or likely to deceive or defraud the public; (f) If the person filing the statement is a domestic or foreign entity, that each director, officer or managing agent of the entity: (1) Has not been convicted of a felony or, if a director, officer or managing agent has been convicted of a felony, a statement that the individual has had his or her civil rights restored; and (2) Has not had his or her ability to serve as a registered agent or a director, officer or managing agent of a registered agent denied or revoked by the appropriate authority of this State or another state, or has not been enjoined by a court of competent jurisdiction from serving as a registered agent or a director, officer or managing agent of a registered agent, because the individual has engaged in conduct in his or her capacity as a registered agent, or as a director, officer or managing agent of a registered agent, that was intended to or likely to deceive or defraud the public; and (g) Any other information the Secretary of State deems appropriate.

3. If the name of a person filing a commercial registered agent registration statement is not distinguishable on the records of the Secretary of State from the name of another commercial registered agent registered under this section, the person must adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this State as a commercial registered agent. For the purposes of this subsection, a proposed name is not distinguishable from another name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name or any combination of these. The Secretary of State may adopt regulations that interpret the requirements of this subsection.

4. A commercial registered agent registration statement takes effect on filing.

5. The Secretary of State shall note the filing of the commercial registered agent registration statement in the index of filings maintained by the Secretary of State for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities.

6. The Secretary of State may deny registration as a commercial registered agent or revoke the registration of a commercial registered agent if the person filing the registration statement or the commercial registered agent is: (a) An individual who: (1) Has been convicted of a felony and has not had his or her civil rights restored; or (2) Has had his or her ability to serve as a registered agent denied or revoked by the appropriate authority of this State or another state, or has been enjoined by a court of competent jurisdiction from serving as a registered agent, because the individual has engaged in conduct in his or her capacity as a registered agent that was intended to or likely to deceive or defraud the public; or (b) A domestic or foreign entity, and a director, officer or managing agent of the entity: (1) Has been convicted of a felony and the individual has not had his or her civil rights restored; or (2) Has had his or her ability to serve as a registered agent or a director, officer or managing agent of a registered agent denied or revoked by the appropriate authority of this State or another state, or has been enjoined by a court of competent jurisdiction from serving as a registered agent or a director, officer or managing agent of a registered agent, because the individual has engaged in conduct in his or her capacity as a registered agent, or as a director, officer or managing agent of a registered agent, that was intended to or likely to deceive or defraud the public.
Nev. Rev. Stat. § 87.434 — NV Code / Title 7 / Chapter 87 / Section 87.434
Transferable interest of partner in partnership
Status: in_force

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
Nev. Rev. Stat. § 88.555 — NV Code / Title 7 / Chapter 88 / Section 88.555
Dissolution by decree of district court
Status: in_force

On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
Nev. Rev. Stat. § 87.4344 — NV Code / Title 7 / Chapter 87 / Section 87.4344
Power of partner to dissociate; wrongful dissociation
Status: in_force

1. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of NRS 87.4343 .

2. A partner's dissociation is wrongful only if: (a) It is in breach of an express provision of the partnership agreement; or (b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (1) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation under this subsection; (2) The partner is expelled by judicial determination under subsection 5 of NRS 87.4343 ; (3) The partner is dissociated by becoming a debtor in bankruptcy; or (4) In the case of a partner who is not a natural person, a trust other than a business trust or an estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.

3. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
Nev. Rev. Stat. § 87.380 — NV Code / Title 7 / Chapter 87 / Section 87.380
Rights of partners to application of property of partnership
Status: in_force

1. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his or her copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under subsection 2 of NRS 87.360 , the expelled partner shall receive in cash only the net amount due him or her from the partnership.

2. When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (a) Each partner who has not caused dissolution wrongfully shall have: (1) All the rights specified in subsection 1 of this section; and (2) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement. (b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership, and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his or her interest in the partnership at the dissolution, less any damages recoverable under subparagraph (2) of paragraph (a) of subsection 2, and in like manner indemnify him or her against all present or future partnership liabilities. (c) A partner who has caused the dissolution wrongfully shall have: (1) If the business is not continued under the provisions of paragraph (b) of subsection 2, all the rights of a partner under subsection 1, subject to subparagraph (2) of paragraph (a) of subsection 2; or (2) If the business is continued under paragraph (b) of subsection 2, the right as against his or her copartners and all claiming through them in respect of their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to his or her copartners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.
Nev. Rev. Stat. § 87A.650 — NV Code / Title 7 / Chapter 87A / Section 87A.650
Status of partnership and liability of partners not affected by errors in certain filed information
Status: in_force

The status of a limited partnership as a registered limited-liability limited partnership, and the liability of its partners, are not affected by errors in the information contained in a certificate of registration or an annual list required to be filed with the Secretary of State, or by changes after the filing of such a certificate or list in the information contained in the certificate or list.
Nev. Rev. Stat. § 86.5421 — NV Code / Title 7 / Chapter 86 / Section 86.5421
Creditors’ claims to be in writing under oath; examination of claimants
Status: in_force

Every claim against any limited-liability company for which a receiver has been appointed shall be presented to the receiver in writing and upon oath. The claimant, if required, shall submit to such examination in relation to the claim as the court shall direct, and shall produce such books and papers relating to the claim as shall be required. The court shall have power to authorize the receiver to examine, under oath or affirmation, all witnesses produced before the receiver touching the claim or any part thereof.
Nev. Rev. Stat. § 88A.600 — NV Code / Title 7 / Chapter 88A / Section 88A.600
Filing requirements; fee; notice; regulations
Status: in_force

1. A business trust formed pursuant to this chapter shall, at the time of the filing of its certificate of trust with the Secretary of State, or, if the business trust has selected an alternative due date pursuant to subsection 9, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of trust with the Secretary of State occurs, file with the Secretary of State, 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, on a form furnished by the Secretary of State, a list signed by at least one trustee, or by some other person specifically authorized by the business trust to sign the list, that contains the name and street address of at least one trustee. Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that: (a) The business trust has complied with the provisions of chapter 76 of NRS; (b) The business trust acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and (c) None of the trustees identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a trustee in furtherance of any unlawful conduct.

2. Upon filing: (a) The initial list required by subsection 1, the business trust shall pay to the Secretary of State a fee of $150. (b) Each annual list required by subsection 1, the business trust shall pay to the Secretary of State a fee of $150.

3. If a business trust files an amended list of trustees with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the business trust or the resigning trustee is not required to pay a fee for filing the amended list.

4. Except as otherwise provided in subsection 3, if a trustee of a business trust resigns and the resignation is not reflected on the annual or amended list of trustees, the business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation.

5. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each business trust which is required to comply with the provisions of NRS 88A.600 to 88A.665 , inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 2 and a reminder to file the list required pursuant to subsection 1. Failure of a business trust to receive a notice does not excuse it from the penalty imposed by law.

6. An annual list for a business trust not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year.

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

8. For the purposes of this section, a person who is a beneficial owner is not deemed to exercise actual control of the daily operations of a business trust based solely on the fact that the person is a beneficial owner.

9. The Secretary of State may allow a business trust to select an alternative due date for filing the initial list required by subsection 1.

10. The Secretary of State may adopt regulations to administer the provisions of subsection 9.
Nev. Rev. Stat. § 87A.330 — NV Code / Title 7 / Chapter 87A / Section 87A.330
No liability as limited partner for limited partnership obligations
Status: in_force

An obligation of a limited partnership, whether arising in contract, tort or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
Nev. Rev. Stat. § 86.105 — NV Code / Title 7 / Chapter 86 / Section 86.105
“Personal representative” defined
Status: in_force

“ Personal representative ” means:

1. In reference to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof.

2. In reference to a person other than a natural person, the legal representative or successor thereof.
Nev. Rev. Stat. § 88.6085 — NV Code / Title 7 / Chapter 88 / Section 88.6085
Liability of persons acting on behalf of partnership without authority
Status: in_force

All persons who assume to act on behalf of a registered limited-liability limited partnership without the authority to act on behalf of the registered limited-liability limited partnership are jointly and severally liable for all debts and liabilities of the registered limited-liability limited partnership.
Nev. Rev. Stat. § 86.1252 — NV Code / Title 7 / Chapter 86 / Section 86.1252
“Restricted limited-liability company” defined
Status: in_force

“ Restricted limited-liability company ” means a limited-liability company organized and existing under this chapter that elects to include the optional provisions permitted by NRS 86.161 .
Nev. Rev. Stat. § 82.356 — NV Code / Title 7 / Chapter 82 / Section 82.356
Amendment of articles: Procedure
Status: in_force

1. Except as otherwise provided in NRS 77.340 , each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner: (a) The board of directors must adopt a resolution setting forth the amendment proposed, approve it and, if the corporation has members entitled to vote on an amendment to the articles, call a meeting, either annual or special, of the members. The amendment must also be approved by each public official or other person whose approval of an amendment of articles is required by the articles. (b) At the meeting of members, of which notice must be given to each member entitled to vote pursuant to the provisions of this section, a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed amendment. A majority of a quorum of the voting power of the members or such greater proportion of the voting power of members as may be required in the case of a vote by classes, as provided in subsection 3, or as may be required by the articles, must vote in favor of the amendment. (c) Upon approval of the amendment by the directors, or if the corporation has members entitled to vote on an amendment to the articles, by both the directors and those members, and such other persons or public officers, if any, as are required to do so by the articles, an officer of the corporation must sign a certificate setting forth the amendment, or setting forth the articles as amended, that the public officers or other persons, if any, required by the articles have approved the amendment, and the vote of the members and directors by which the amendment was adopted. (d) The certificate so signed must be filed in the Office of the Secretary of State.

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 any proposed amendment would alter or change any preference or any relative or other right given to any class of members, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of a majority of a quorum of the voting power of each class of members affected by the amendment regardless of limitations or restrictions on their voting power.

4. In the case of any specified amendments, the articles may require a larger vote of members than that required by this section.
Nev. Rev. Stat. § 78.385 — NV Code / Title 7 / Chapter 78 / Section 78.385
Scope of amendments
Status: in_force

1. Any corporation may amend its articles of incorporation in any of the following respects: (a) By addition to its corporate powers and purposes, or diminution thereof, or both. (b) By substitution of other powers and purposes, in whole or in part, for those prescribed by its articles of incorporation. (c) By increasing, decreasing or reclassifying its authorized stock, by changing the number, par value, preferences, or relative, participating, optional or other rights, or the qualifications, limitations or restrictions of such rights, of its shares, or of any class or series of any class thereof whether or not the shares are outstanding at the time of the amendment, or by changing shares with par value, whether or not the shares are outstanding at the time of the amendment, into shares without par value or by changing shares without par value, whether or not the shares are outstanding at the time of the amendment, into shares with par value, either with or without increasing or decreasing the number of shares, and upon such basis as may be set forth in the certificate of amendment. (d) By changing the name of the corporation. (e) By making any other change or alteration in its articles of incorporation that may be desired.

2. All such changes or alterations may be effected by one certificate of amendment, but any articles of incorporation so amended, changed or altered may contain only such provisions as it would be lawful and proper to insert in original articles of incorporation pursuant to NRS 78.035 and 78.037 , if the original articles were signed and filed at the time of making the amendment.
Nev. Rev. Stat. § 91.290 — NV Code / Title 7 / Chapter 91 / Section 91.290
Appointment of Administrator as attorney to receive service of process
Status: in_force

1. Every applicant for registration under this chapter shall file with the Administrator, in the form prescribed by the Administrator, an irrevocable consent appointing the Administrator or his or her successor in office as the applicant’s attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the applicant or his or her successor, executor or administrator which arises under this chapter or any regulation adopted or order issued under this chapter after the consent has been filed, with the same force and validity as if served personally on the person filing the consent.

2. When a person, including a nonresident of this State, engages in conduct prohibited or made actionable by this chapter, or by any regulation or order of the Administrator, the engaging in the conduct shall be deemed to constitute the appointment of the Administrator as the person's attorney to receive service of any lawful process in a noncriminal proceeding against the person, a successor or a personal representative, which grows out of that conduct and which is brought under this chapter or any regulation or order of the Administrator with the same force and validity as if served personally.

3. Service under subsection 1 or 2 may be made by leaving a copy of the process in the office of the Administrator, but it is not effective unless: (a) The plaintiff, who may be the Administrator in a suit, action or proceeding instituted by the Administrator, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at the last address known to the Administrator; and (b) The plaintiff's affidavit of compliance with this subsection is filed in the case on or before the date for return of the process, if any, or within such further time as the court allows.
Nev. Rev. Stat. § 87A.655 — NV Code / Title 7 / Chapter 87A / Section 87A.655
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. § 87A.607 — NV Code / Title 7 / Chapter 87A / Section 87A.607
Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership
Status: in_force

1. Except as otherwise provided in NRS 87A.580 , any foreign limited partnership which has forfeited its right to transact business in this State under the provisions of this chapter may, upon complying with the provisions of NRS 87A.595 , procure a renewal or revival of its right to transact business in this State for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original certificate authorizing it to transact business in this State and amendments thereto, or existing certificate authorizing it 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 limited partnership, which must be the name of the foreign limited partnership at the time of the renewal or revival, or its name at the time of the expiration of its original certificate authorizing it to transact business in this State. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the right to transact business in this State is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) Whether or not the renewal or revival is to be perpetual and, if not perpetual, the time for which the renewal or revival is to continue. (5) That the foreign limited partnership desiring to renew or revive its right to transact business in this State is, or has been, organized and carrying on the business authorized by its existing or original certificate authorizing it to transact business in this State and amendments thereto, and desires to renew or continue through revival its transaction of business in this State pursuant to and subject to the provisions of this chapter. (b) A list of its general partners, or the equivalent thereof, and their addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the general partners of the foreign limited partnership.

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

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

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

5. Except as otherwise provided in NRS 87A.600 , a renewal or revival pursuant to this section relates back to the date on which the foreign limited partnership's right to transact business in this State was forfeited and renews or revives the foreign limited partnership's right to transact business as if such right had at all times remained in full force.
Nev. Rev. Stat. § 86.231 — NV Code / Title 7 / Chapter 86 / Section 86.231
Registered agent required; address of registered office
Status: in_force

A limited-liability company shall have a registered agent who must have a street address for the service of process. The street address of the registered agent is the registered office of the limited-liability company in this State.
Nev. Rev. Stat. § 87A.690 — NV Code / Title 7 / Chapter 87A / Section 87A.690
Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but this chapter does not modify, limit or supersede Section 101(c) of that Act or authorize electronic delivery of any of the notices described in Section 103(b) of that Act.
Nev. Rev. Stat. § 88.339 — NV Code / Title 7 / Chapter 88 / Section 88.339
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

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

2. To correct a record, the limited partnership must: (a) Prepare a certificate of correction that: (1) States the name of the limited partnership; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record; (4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and (5) Is signed by a general partner of the limited partnership or by some other person specifically authorized by the limited partnership to sign the certificate. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $175 to the Secretary of State.

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

4. If a limited partnership has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the limited partnership may cancel the filing by: (a) Filing a statement of cancellation with the Secretary of State; and (b) Paying a fee of $50.
Nev. Rev. Stat. § 86.5467 — NV Code / Title 7 / Chapter 86 / Section 86.5467
Defaulting companies: Conditions and procedure for reinstatement
Status: in_force

1. Except as otherwise provided in subsections 3 and 4 and NRS 86.54615 , the Secretary of State shall reinstate a foreign limited-liability company which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited-liability company 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 86.5461 ; (2) The statement required by NRS 86.5462 , 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 manager or managers of the foreign limited-liability company or, if there are no managers, its managing members; 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 86.5461 and 86.5465 for each year or portion thereof that its right to transact business was forfeited; (2) The fee set forth in NRS 86.5462 , if applicable; and (3) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the foreign limited-liability company, the Secretary of State shall issue to the foreign limited-liability company a certificate of reinstatement if the foreign limited-liability company: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to NRS 86.561 .

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-liability company 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 must not be reinstated.

5. Except as otherwise provided in NRS 86.5468 , a reinstatement pursuant to this section relates back to the date on which the foreign limited-liability company forfeited its right to transact business under the provisions of this chapter and reinstates the foreign limited-liability company's right to transact business as if such right had at all times remained in full force and effect.
Nev. Rev. Stat. § 87A.185 — NV Code / Title 7 / Chapter 87A / Section 87A.185
Name of partnership: Reinstatement or revival under old or new name; regulations
Status: reserved

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

2. If the applying limited partnership submits the written, acknowledged consent of the other artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying 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 name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 90.290 — NV Code / Title 7 / Chapter 90 / Section 90.290
“Securities Act of 1933,” “Securities Exchange Act of 1934,” “Public Utility Holding Company Act of 1935,” “Investment Company Act of 1940,” “Investment Advisers Act of 1940,” “Employees Retirement Income Security Act of 1974,” “National Housing Act” and “Commodity Exchange Act” defined
Status: in_force

“Securities Act of 1933,” 1 “Securities Exchange Act of 1934,” 2 “Public Utility Holding Company Act of 1935,” 3 “Investment Company Act of 1940,” 4 “Investment Advisers Act of 1940,” 5 “Employees Retirement Income Security Act of 1974,” 6 “National Housing Act” 7 and “Commodity Exchange Act” 8 mean the federal statutes of those names as amended.

1 15 USCA § 77a et seq.

2 15 USCA § 78a et seq.

3 15 USCA § 79 et seq.

4 15 USCA § 80a-1 et seq.

5 15 USCA § 80b-1 et seq.

6 29 USCA § 1001 et seq.

7 12 USCA § 1701 et seq.

8 7 USCA § 1 et seq.
Nev. Rev. Stat. § 90.770 — NV Code / Title 7 / Chapter 90 / Section 90.770
Consent to service of process
Status: in_force

1. An applicant for licensing or registration under this chapter or an issuer who proposes to offer a security in this State through an agent shall file with the Administrator, in the form the Administrator by regulation prescribes, an irrevocable consent appointing the Administrator the person’s agent for service of process in a noncriminal proceeding against the person, a successor or personal representative which arises under this chapter or a regulation or order of the Administrator under this chapter after the consent is filed, with the same force and validity as if served personally on the person filing the consent.

2. A person who has filed a consent complying with subsection 1 in connection with a previous application for registration need not file an additional consent.

3. If a person, including a nonresident of this State, engages in conduct prohibited or made actionable by this chapter or a regulation or order of the Administrator under this chapter and the person has not filed a consent to service or process under subsection 1, the engaging in the conduct constitutes the appointment of the Administrator as the person's agent for service of process in a noncriminal proceeding against the person, a successor or personal representative which grows out of the conduct.

4. A consent to service filed on behalf of an issuer organized or domiciled under the laws of a foreign country whose securities are being offered in this State otherwise than by or through underwriters must be accompanied by an opinion of counsel stating that a judgment of United States courts will be recognized by the courts of the country in which the issuer was organized or is domiciled.

5. Service under subsection 1 or 3 may be made by leaving a copy of the process in the office of the Administrator, but it is not effective unless: (a) The plaintiff, who may be the Administrator, sends notice of the service and a copy of the process by registered or certified mail, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if no consent to service of process has been filed, at the last known address, or takes other steps which are reasonably calculated to give actual notice; and (b) The plaintiff files an affidavit of compliance with this subsection in the proceeding on or before the return day of the process, if any, or within such further time as the court, or the Administrator in a proceeding before the Administrator, allows.

6. Service as provided in subsection 5 may be used in a proceeding before the Administrator or by the Administrator in a proceeding in which the Administrator is the moving party.

7. If the process is served under subsection 5 the court, or the Administrator in a proceeding before the Administrator, may order continuances as may be necessary to afford the defendant or respondent reasonable opportunity to defend.
Nev. Rev. Stat. § 87A.355 — NV Code / Title 7 / Chapter 87A / Section 87A.355
General partner agent of limited partnership
Status: in_force

1. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification or had notice under subsection 4 of NRS 87A.150 that the general partner lacked authority.

2. An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
Nev. Rev. Stat. § 92A.005 — NV Code / Title 7 / Chapter 92A / Section 92A.005
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 92A.007 to 92A.092 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 87A.632 — NV Code / Title 7 / Chapter 87A / Section 87A.632
Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations
Status: in_force

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

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

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

4. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 82.321 — NV Code / Title 7 / Chapter 82 / Section 82.321
Members' proxies
Status: in_force

1. At any meeting of the members of any corporation, any member may designate another person or persons to act as a proxy or proxies. If a member designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one, have and may exercise all of the powers conferred by the member upon all of the persons so designated unless the member provides otherwise.

2. Without limiting the manner in which a member may authorize another person or persons to act for him or her as proxy pursuant to subsection 1, the following constitutes valid means by which a member may grant such authority: (a) A member may sign a writing authorizing another person or persons to act for him or her as proxy. (b) A member may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a firm which solicits proxies, or like agent authorized by the person who will be the holder of the proxy to receive the transmission. Any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the member. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.

3. Any copy, communication by telecopier, or other reliable reproduction of the writing or transmission created pursuant to subsection 2 may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, communication by telecopier, or other reproduction is a complete reproduction of the entire original writing or transmission.

4. No such proxy is valid after the expiration of 6 months from the date of its creation, unless coupled with an interest, or unless the member specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots.
Nev. Rev. Stat. § 87.4301 — NV Code / Title 7 / Chapter 87 / Section 87.4301
Short title
Status: in_force

NRS 87.4301 to 87.4357 , inclusive, may be cited as the Uniform Partnership Act (1997).
Nev. Rev. Stat. § 80.095 — NV Code / Title 7 / Chapter 80 / Section 80.095
Suspension of statute of limitations for failure to comply
Status: in_force

The benefit of NRS 80.090 shall be suspended during any period or periods when the corporation is in default in complying with the requirements of NRS 80.090 ; and no such corporation can maintain any action or proceeding in any court of this State while so in default.
Nev. Rev. Stat. § 88.430 — NV Code / Title 7 / Chapter 88 / Section 88.430
Liability to other persons; exceptions
Status: in_force

1. Except as provided in subsection 4, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business, the limited partner is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

2. A limited partner does not participate in the control of the business within the meaning of subsection 1 solely by doing one or more of the following: (a) Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation; (b) Consulting with and advising a general partner with respect to the business of the limited partnership; (c) Acting as surety for the limited partnership guaranteeing or assuming one or more specific obligations of the limited partnership; (d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership; (e) Requesting or attending a meeting of partners; (f) Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters: (1) The dissolution and winding up of the limited partnership; (2) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership; (3) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business; (4) A change in the nature of the business; (5) The admission or removal of a general partner; (6) The admission or removal of a limited partner; (7) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners; (8) An amendment to the partnership agreement or certificate of limited partnership; or (9) Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners; (g) Winding up the limited partnership pursuant to NRS 88.560 ; or (h) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

3. The enumeration in subsection 2 does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the business of the limited partnership.

4. A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except under circumstances permitted by paragraph (b) of subsection 1 of NRS 88.320 , is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
Nev. Rev. Stat. § 78.345 — NV Code / Title 7 / Chapter 78 / Section 78.345
Election of directors by order of court upon failure of regular election
Status: in_force

1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330 , the district court has jurisdiction in equity, upon application of any one or more stockholders holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330 .

2. The application must be made by petition filed in the county where the principal office of the corporation is located or, if the principal office is not located in this State, in the county in which the corporation's registered office is located, and must be brought on behalf of all stockholders desiring to be joined therein. Such notice must be given to the corporation and the stockholders as the court may direct.

3. The directors elected pursuant to this section have the same rights, powers and duties and the same tenure of office as directors elected by the stockholders at the annual meeting held at the time prescribed therefor, next before the date of the election pursuant to this section, would have had.
Nev. Rev. Stat. § 92A.480 — NV Code / Title 7 / Chapter 92A / Section 92A.480
Dissenter's estimate of fair value: Notification of subject corporation; demand for payment of estimate
Status: in_force

1. A dissenter paid pursuant to NRS 92A.460 who is dissatisfied with the amount of the payment may notify the subject corporation in writing of the dissenter’s own estimate of the fair value of his or her shares and the amount of interest due, and demand payment of such estimate, less any payment pursuant to NRS 92A.460 . A dissenter offered payment pursuant to NRS 92A.470 who is dissatisfied with the offer may reject the offer pursuant to NRS 92A.470 and demand payment of the fair value of his or her shares and interest due.

2. A dissenter waives the right to demand payment pursuant to this section unless the dissenter notifies the subject corporation of his or her demand to be paid the dissenter's stated estimate of fair value plus interest under subsection 1 in writing within 30 days after receiving the subject corporation's payment or offer of payment under NRS 92A.460 or 92A.470 and is entitled only to the payment made or offered.
Nev. Rev. Stat. § 78B.130 — NV Code / Title 7 / Chapter 78B / Section 78B.130
Required statement on share certificates
Status: in_force

In addition to any other statement required by chapter 78 or 78A of NRS, NRS 81.010 to 81.160 , inclusive, or chapter 89 of NRS, each certificate representing a share of a benefit corporation shall contain conspicuously on the face of the certificate the following statement: “This entity is a benefit corporation.”
Nev. Rev. Stat. § 82.091 — NV Code / Title 7 / Chapter 82 / Section 82.091
Articles of incorporation: Optional provisions
Status: in_force

The articles of incorporation may also contain:

1. Any provision subordinating the corporation to the authority of a superior organization or any person, and providing for its dissolution when its charter is surrendered to, taken away by or revoked by the superior organization or any person granting it.

2. Any provision providing that, upon dissolution of the corporation and the payment of its debts and the provision for other matters as required by this chapter, the assets of the corporation must be distributed to the superior organization or any person.

3. Any provision allowing members or directors, or classes of members or directors, to have more or less than one vote in any election or any other matter presented to the members or directors for a vote.

4. Any provision allowing or providing for delegates with some or all the authority of members.

5. Any provision, not contrary to the laws of this State, for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, members, if any, or delegates, if any, or any class of members, delegates, or directors, or the holders of bonds or other obligations of the corporation.
Nev. Rev. Stat. § 90.6135 — NV Code / Title 7 / Chapter 90 / Section 90.6135
“Vulnerable person” defined
Status: in_force

“ Vulnerable person ” has the meaning ascribed to it in NRS 200.5092 .
Nev. Rev. Stat. § 77.070 — NV Code / Title 7 / Chapter 77 / Section 77.070
“Filing entity” defined
Status: in_force

“ Filing entity ” means an entity that is created by the filing of a public organic document.
Nev. Rev. Stat. § 88A.010 — NV Code / Title 7 / Chapter 88A / Section 88A.010
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 88A.020 to 88A.110 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 86.5416 — NV Code / Title 7 / Chapter 86 / Section 86.5416
Reorganization of company by majority in interest of members during receivership
Status: in_force

Whenever a majority in interest of the members of the limited-liability company have agreed upon a plan for the reorganization of the company and a resumption by it of the management and control of its property and business, the company 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 member's interests of one or more classes, or both bonds and member's interests, 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. § 91.270 — NV Code / Title 7 / Chapter 91 / Section 91.270
Orders: Procedure
Status: in_force

1. The Administrator shall commence an administrative proceeding under this chapter by entering either a notice of intent to do a contemplated act or a summary order. The notice of intent or summary order may be entered without notice or opportunity for hearing, and need not be supported by findings of fact or conclusions of law, but must be in writing.

2. Upon entry of a notice of intent or summary order, the Administrator shall promptly notify all interested parties that the notice or summary order has been entered and the reasons therefor. If the proceeding is pursuant to a notice of intent, the Administrator shall inform all interested parties of the date, time and place set for the hearing on the notice. If the proceeding is pursuant to a summary order, the Administrator shall inform all interested parties that they have 30 business days after the entry of the order to file a written request for a hearing on the matter with the Administrator and that the hearing will be scheduled to commence within 30 business days after the receipt of the written request.

3. If the proceeding is pursuant to a summary order, the Administrator, whether or not a written request for a hearing is received from any interested party, may set the matter for hearing on the Administrator's own motion.

4. If no hearing is requested and none is ordered by the Administrator, the summary order automatically becomes a final order 30 business days after the entry of the order.

5. If a hearing is requested or ordered, the Administrator, after notice of and opportunity for a hearing, may modify or vacate the order or extend it until a final determination is made.

6. No final order or order after a hearing may be returned without: (a) Appropriate notice to all interested persons; (b) Opportunity for hearing by all interested persons; and (c) Entry of written findings of fact and conclusions of law. Every hearing in an administrative proceeding under this chapter must be public unless the Administrator grants a request joined in by all the respondents that the hearing be conducted privately.
Nev. Rev. Stat. § 78B.080 — NV Code / Title 7 / Chapter 78B / Section 78B.080
“Third-party standard” defined
Status: in_force

“ Third-party standard ” means a standard for defining, reporting and assessing overall corporate social and environmental performance:

1. That provides for a comprehensive assessment of the impact of the benefit corporation and its operations upon the considerations listed in paragraphs (b) to (e), inclusive, of subsection 1 of NRS 78B.150 ;

2. That is developed by an entity that: (a) Has no material financial relationship with the benefit corporation or a subsidiary of the benefit corporation; (b) Is governed by a governing body of which not more than one-third of the members are representatives of: (1) Associations of businesses operating in a specific industry whose members' performances are measured by the standard; (2) Businesses from a specific industry or an association of businesses in that industry; or (3) Businesses whose performance is assessed against that standard; (c) Is not materially financed by an association or business described in paragraph (b); (d) Accesses necessary and appropriate expertise to assess overall corporate social and environmental performance; and (e) Uses a balanced, multistakeholder approach to develop the standard, including, without limitation, a public comment period of at least 30 days; and

3. About which the following information is available to the public: (a) The criteria considered when measuring the overall social and environmental performance of a business; (b) The relative weightings assigned to the criteria described in paragraph (a); (c) The identity of the directors, officers, material owners and the governing body of the entity that developed, and controls revisions to, the standard; (d) The process for revising the standard and changing the membership of the governing body that developed, and controls revisions to, the standard; and (e) An accounting of the sources of financial support for the entity that developed, and controls revisions to, the standard which provides sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.
Nev. Rev. Stat. § 82.331 — NV Code / Title 7 / Chapter 82 / Section 82.331
Cumulative voting
Status: in_force

The articles or bylaws of any corporation may provide that at all elections of directors of the corporation each member having a right to elect directors at the meeting is entitled to as many votes as equal the number of his or her memberships multiplied by the number of directors to be elected, and that the member may cast all of his or her membership votes for a single director or may distribute them among the number to be voted for or any two or more of them, as the member may see fit. In order to exercise the right of cumulative voting, one or more of the members calling or requesting a vote by cumulative voting must give notice before the vote to the president or secretary of the corporation that the member desires that the voting for the election of directors be cumulative.
Nev. Rev. Stat. § 90.310 — NV Code / Title 7 / Chapter 90 / Section 90.310
Licensing of broker-dealers, sales representatives and transfer agents
Status: in_force

1. It is unlawful for any person to transact business in this State as a broker-dealer or sales representative unless licensed or exempt from licensing under this chapter.

2. It is unlawful for any issuer or any broker-dealer licensed under this chapter to employ or contract with a person as a sales representative within this State unless the sales representative is licensed or exempt from licensing under this chapter.

3. It is unlawful for any person to transact business in this State as a transfer agent unless licensed or exempt from licensing under this chapter.

4. It is unlawful for a broker-dealer or an issuer engaged in offering securities in this State to employ or contract with, in connection with any of the broker-dealer's or issuer's activities in this State, any person who is suspended or barred from association with a broker-dealer or investment adviser by the Administrator. A broker-dealer or issuer does not violate this subsection unless the broker-dealer or issuer knows or in the exercise of reasonable care should know of the suspension or bar. Upon request from a broker-dealer or issuer, and for good cause shown, the Administrator by order may waive the prohibition of this subsection with respect to a particular person who has been suspended or barred.

5. It is unlawful for any person licensed pursuant to this chapter to share, divide or apportion fees with a person who is effecting or attempting to effect purchases or sales of securities and is not licensed pursuant to the provisions of this chapter.
Nev. Rev. Stat. § 78.412 — NV Code / Title 7 / Chapter 78 / Section 78.412
“Affiliate” defined
Status: in_force

“Affiliate” means a person that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with, a specified person.
Nev. Rev. Stat. § 88.390 — NV Code / Title 7 / Chapter 88 / Section 88.390
Delivery of certificates to limited partners
Status: in_force

Upon the return by the Secretary of State pursuant to NRS 88.380 of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.
Nev. Rev. Stat. § 76.150 — NV Code / Title 7 / Chapter 76 / Section 76.150
Deposit of proceeds in State General Fund
Status: in_force

The Secretary of State shall deposit all money received pursuant to this chapter with the State Treasurer for credit to the State General Fund.
Nev. Rev. Stat. § 78.027 — NV Code / Title 7 / Chapter 78 / Section 78.027
Corporate records: Microfilming; imaging; return
Status: in_force

The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State with respect to a corporation pursuant to this chapter and may return the original record to the corporation.
Nev. Rev. Stat. § 86.055 — NV Code / Title 7 / Chapter 86 / Section 86.055
“In interest” defined
Status: in_force

“In interest,” when used in reference to a stated proportion and:

1. In reference to a limited-liability company, means such proportion of the total contributions of the members to the capital of the limited-liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members.

2. In reference to a series, means such proportion of the total contributions of the members to the capital of the series, as adjusted from time to time to properly reflect any additional contributions or withdrawals from the series by the members associated with the series.
Nev. Rev. Stat. § 89.252 — NV Code / Title 7 / Chapter 89 / Section 89.252
Defaulting associations: Identification; penalty
Status: in_force

1. Each professional association that is required to make a filing and pay the fee prescribed in NRS 89.250 but refuses 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. The fee and penalty must be collected as provided in this chapter.
Nev. Rev. Stat. § 87A.260 — NV Code / Title 7 / Chapter 87A / Section 87A.260
Form required for filing of records
Status: in_force

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

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

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

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
Nev. Rev. Stat. § 75.020 — NV Code / Title 7 / Chapter 75 / Section 75.020
“Deliver” and “delivery” defined
Status: in_force

“ Deliver ” or “ delivery ” means any method of delivery used in conventional commercial practice, including, without limitation, delivery by hand, mail, commercial delivery and, if authorized in accordance with NRS 75.150 , by electronic transmission.
Nev. Rev. Stat. § 87A.290 — NV Code / Title 7 / Chapter 87A / Section 87A.290
Annual list: Filing requirements; fees; notice; regulations
Status: in_force

1. A limited partnership shall, at the time of the filing of its certificate of limited partnership with the Secretary of State, or, if the limited partnership has selected an alternative due date pursuant to subsection 12, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of limited partnership occurs, or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, a list that contains: (a) The name of the limited partnership; (b) The file number of the limited partnership, if known; (c) The names of all of its general partners; (d) The address, either residence or business, of each general partner; and (e) The signature of a general partner of the limited partnership, or some other person specifically authorized by the limited partnership to sign the list, certifying that the list is true, complete and accurate.

2. Each list filed pursuant to subsection 1 must be accompanied by a declaration under penalty of perjury that: (a) The limited partnership has complied with the provisions of chapter 76 of NRS; (b) The limited partnership acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.

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

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

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

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

7. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due pursuant to the provisions of subsection 3 or 4, as appropriate, and a reminder to file the annual list required pursuant to subsection 1. Failure of any limited partnership to receive a notice does not excuse it from the penalty imposed by NRS 87A.300 .

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

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

10. A filing made pursuant to this section does not satisfy the provisions of NRS 87A.240 and may not be substituted for filings submitted pursuant to NRS 87A.240 .

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

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

13. The Secretary of State may adopt regulations to administer the provisions of subsection 12.
Nev. Rev. Stat. § 78A.040 — NV Code / Title 7 / Chapter 78A / Section 78A.040
Notice required on share certificates; effect of notice and restrictions on transfer of shares; shareholders to be provided with copies of provisions restricting rights
Status: in_force

1. The following statement must appear conspicuously on each share certificate issued by a close corporation: The rights of stockholders in a close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation, bylaws, shareholders' agreements and other records, any of which may restrict transfers of stock and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.

2. A person claiming an interest in the shares of a close corporation that has complied with the requirement of subsection 1 is bound by the records referred to in the notice. A person claiming an interest in the shares of a close corporation that has not complied with the requirement of subsection 1 is bound by any record that he or she or a person through whom he or she claims has knowledge or notice.

3. A close corporation shall provide to any shareholder upon his or her written request and without charge, copies of the provisions that restrict transfer or affect voting or other rights of shareholders appearing in the articles of incorporation, bylaws, shareholders' agreements or voting trust agreements filed with the corporations.

4. Except as otherwise provided in subsection 5, the close corporation may refuse to register the transfer of stock into the name of a person to whom the stock of a close corporation has been transferred if the person has, or is presumed to have, notice that the transfer of the stock is in violation of a restriction on the transfer of stock. If the close corporation refuses to register the transfer of stock into the name of the transferee, the close corporation must notify the transferee of its refusal and state the reasons therefor.

5. Subsection 4 does not apply if: (a) The transfer of stock, even if contrary to the restrictions on transfer of stock, has been consented to by all the stockholders of the close corporation; or (b) The close corporation has amended its articles of incorporation in accordance with NRS 78A.180 .

6. The provisions of this section do not impair any rights of a transferee to: (a) Rescind the transaction by which the transferee acquired the stock; or (b) Recover under any applicable warranty.

7. As used in this section, “ transfer ” is not limited to a transfer for value.
Nev. Rev. Stat. § 90.230 — NV Code / Title 7 / Chapter 90 / Section 90.230
“Division” defined
Status: in_force

“Division” means the Securities Division of the Office of the Secretary of State.
Nev. Rev. Stat. § 87A.580 — NV Code / Title 7 / Chapter 87A / Section 87A.580
List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

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

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

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

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

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 82.326 — NV Code / Title 7 / Chapter 82 / Section 82.326
Action of members by written ballot in lieu of meeting
Status: in_force

1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter.

2. A written ballot must: (a) Set forth each proposed action or candidate; and (b) Provide an opportunity to vote for or against each proposed action.

3. Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

4. Solicitations for votes by written ballot must: (a) Indicate the number of responses needed to meet the requirement of a quorum; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify the time by which a ballot must be received by the corporation in order to be counted.

5. Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

6. Nothing in this section shall be construed to restrict the rights of a corporation to act as provided in NRS 82.276 .
Nev. Rev. Stat. § 86.5419 — NV Code / Title 7 / Chapter 86 / Section 86.5419
Inventory, lists of debts and reports by receiver
Status: in_force

The receiver, as soon as convenient, shall lay before the district court a full and complete inventory of all the estate, property and effects of the limited-liability company, its nature and probable value, and an account of all debts due from and to it, as nearly as the same can be ascertained, and make a report to the court of his or her proceedings at least every 3 months thereafter during the continuance of the trust, and whenever the receiver shall be so ordered.
Nev. Rev. Stat. § 82.034 — NV Code / Title 7 / Chapter 82 / Section 82.034
“Principal office” defined
Status: in_force

“ Principal office ” has the meaning ascribed to it in NRS 78.010 .
Nev. Rev. Stat. § 88A.920 — NV Code / Title 7 / Chapter 88A / Section 88A.920
Procedure to submit replacement page to Secretary of State before actual filing of record
Status: in_force

A trustee of a business trust may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record.
Nev. Rev. Stat. § 81.620 — NV Code / Title 7 / Chapter 81 / Section 81.620
Applicability of NRS 81.550 to 81.660, inclusive
Status: in_force

The provisions of NRS 81.550 to 81.660 , inclusive, apply to any private foundation whether it was created before or is created on or after October 1, 1991, if it is subject to the sections of the Internal Revenue Code set out in NRS 81.550 to 81.660 , inclusive.
Nev. Rev. Stat. § 92A.320 — NV Code / Title 7 / Chapter 92A / Section 92A.320
“Fair value” defined
Status: in_force

“ Fair value, ” with respect to a dissenter's shares, means the value of the shares determined:

1. Immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable;

2. Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

3. Without discounting for lack of marketability or minority status.
Nev. Rev. Stat. § 82A.070 — NV Code / Title 7 / Chapter 82A / Section 82A.070
“Solicit” defined
Status: in_force

“ Solicit ” means to request a contribution, donation, gift or the like that is made by any means, including, without limitation:

1. Mail;

2. Commercial carrier;

3. Telephone, facsimile, electronic mail or other electronic medium or device;

4. A face-to-face meeting; or

5. A special event or promotion.

The term includes, without limitation, requesting a contribution, donation, gift or the like from a location outside of this State to persons located in this State.
Nev. Rev. Stat. § 87.4342 — NV Code / Title 7 / Chapter 87 / Section 87.4342
Transferable interest of partner subject to charging order
Status: in_force

1. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the judgment debtor might have made or which the circumstances of the case may require.

2. A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

3. At any time before foreclosure, an interest charged may be redeemed: (a) By the judgment debtor; (b) With property other than partnership property, by one or more of the other partners; or (c) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

4. NRS 87.4301 to 87.4357 , inclusive, does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

5. This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
Nev. Rev. Stat. § 81.931 — NV Code / Title 7 / Chapter 81 / Section 81.931
Board of directors: Composition; annual meeting with members; authority of members to override decisions; considerations when exercising powers
Status: in_force

1. A majority of the directors on the board of directors of a worker cooperative must be members.

2. The board of directors shall meet with the members not less than annually.

3. A majority vote of the members shall override any decision by the board of directors, unless the articles of incorporation or bylaws of the worker cooperative require a larger percentage of the vote to override such a decision.

4. A meeting in which the members will vote whether to override a decision of the board of directors must be called by at least 5 percent of the members.

5. The board of directors of a worker cooperative, in exercising their respective powers with a view of the interests of the worker cooperative, may: (a) Consider all relevant facts, circumstances, contingencies or constituencies, including, without limitation: (1) The interests of the members, employees, suppliers, creditors and customers of the worker cooperative; (2) The economy of this State or the nation; (3) The interests of the community or society; (4) The local and global environment; (5) The long-term and short-term interests of the worker cooperative, including, without limitation, the possibility that such interests may be best served by control of the worker cooperative remaining unchanged; and (6) The long-term and short-term interests of the members and shareholders, as applicable, of the worker cooperative. (b) Consider or assign weight to the interests of any particular person or group, or to any other relevant facts, circumstances, contingencies or constituencies.
Nev. Rev. Stat. § 86.381 — NV Code / Title 7 / Chapter 86 / Section 86.381
Member of company is not proper party in proceeding by or against company; exception
Status: in_force

A member of a limited-liability company is not a proper party to proceedings by or against the company, except where the object is to enforce the member's right against or liability to the company.
Nev. Rev. Stat. § 90.690 — NV Code / Title 7 / Chapter 90 / Section 90.690
Burden of proof
Status: in_force

1. In a civil action or administrative proceeding under this chapter, a person claiming an exemption or an exception from a definition has the burden of proving the exemption or exception.

2. In a criminal proceeding, the burden of going forward with evidence of a claim of exemption or exception from a definition is on the person claiming it.
Nev. Rev. Stat. § 84.080 — NV Code / Title 7 / Chapter 84 / Section 84.080
Powers and duties of successors in office
Status: in_force

1. In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent, or other presiding officer or member of the clergy, or of his or her removal from such office by the person or body having the authority to remove him or her when the person is at the time a corporation sole, the successor in office, as such corporation sole, is vested with the title to all property held by the predecessor, as such corporation sole, with like power and authority over the property and is subject to all the legal liabilities and obligations with reference thereto.

2. The successor shall record in the office of the county recorder of each county wherein any of the real property is situated a certified copy of the successor’s commission, certificate or letter of election or appointment.
Nev. Rev. Stat. § 87A.225 — NV Code / Title 7 / Chapter 87A / Section 87A.225
Resignation of registered agent or termination of registration of commercial registered agent
Status: in_force

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

2. Each limited partnership which fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 87A.300 and 87A.305 .

3. As used in this section “commercial registered agent” has the meaning ascribed to it in NRS 77.040 .
Nev. Rev. Stat. § 88.495 — NV Code / Title 7 / Chapter 88 / Section 88.495
Withdrawal of general partner
Status: in_force

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the general partner.
Nev. Rev. Stat. § 88A.730 — NV Code / Title 7 / Chapter 88A / Section 88A.730
Registration of name
Status: in_force

A foreign business trust may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, which includes the words “Business Trust” or the abbreviation “B.T.” or “BT” and which could be registered by a domestic business trust.
Nev. Rev. Stat. § 90.245 — NV Code / Title 7 / Chapter 90 / Section 90.245
“Fraud,” “deceit” and “defraud” defined
Status: in_force

“Fraud,” “deceit” and “defraud” are not limited to common-law fraud or deceit.
Nev. Rev. Stat. § 78.140 — NV Code / Title 7 / Chapter 78 / Section 78.140
Restrictions on transactions involving interested directors or officers; compensation of directors
Status: in_force

1. A contract or other transaction is not void or voidable solely because: (a) The contract or transaction is between a corporation and: (1) One or more of its directors or officers; or (2) Another corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested; (b) A common or interested director or officer: (1) Is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction; or (2) Joins in the signing of a written consent which authorizes or approves the contract or transaction pursuant to subsection 2 of NRS 78.315 ; or (c) The vote or votes of a common or interested director are counted for the purpose of authorizing or approving the contract or transaction, if one of the circumstances specified in subsection 2 exists.

2. The circumstances in which a contract or other transaction is not void or voidable pursuant to subsection 1 are: (a) The fact of the common directorship, office or financial interest is known to the board of directors or committee, and the directors or members of the committee, other than any common or interested directors or members of the committee, approve or ratify the contract or transaction in good faith. (b) The fact of the common directorship, office or financial interest is known to the stockholders, and stockholders holding a majority of the voting power approve or ratify the contract or transaction in good faith. The votes of the common or interested directors or officers must be counted in any such vote of stockholders. (c) The fact of the common directorship, office or financial interest is not known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action. (d) The contract or transaction is fair as to the corporation at the time it is authorized or approved.

3. Common or interested directors or common or interested members of the committee may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors or common or interested members of the committee are not counted at the meeting, then a majority of the disinterested directors or disinterested members of the committee may authorize, approve or ratify a contract or transaction.

4. The fact that the vote or votes of the common or interested director or directors, or common or interested member or members of the committee, are not counted for purposes of subsection 2 does not prohibit any authorization, approval or ratification of a contract or transaction to be given by written consent pursuant to subsection 2 of NRS 78.315 , regardless of whether the common or interested director signs such written consent or abstains in writing from providing consent.

5. Unless otherwise provided in the articles of incorporation or the bylaws, the board of directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. If the board of directors establishes the compensation of directors pursuant to this subsection, such compensation is presumed to be fair to the corporation unless proven unfair by a preponderance of the evidence.
Nev. Rev. Stat. § 87.120 — NV Code / Title 7 / Chapter 87 / Section 87.120
Partnership charged with knowledge of or notice to partner
Status: in_force

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his or her mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Nev. Rev. Stat. § 88A.110 — NV Code / Title 7 / Chapter 88A / Section 88A.110
“Trustee” defined
Status: in_force

“Trustee” means the person or persons appointed as trustee in accordance with the governing instrument of a business trust.
Nev. Rev. Stat. § 87A.200 — NV Code / Title 7 / Chapter 87A / Section 87A.200
Statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
Status: in_force

1. A limited partnership shall maintain at its principal office in this State or with its custodian of records a statement indicating where the list required pursuant to subsection 1 of NRS 87A.195 is maintained.

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

3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a limited partnership to: (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1 of NRS 87A.195 ; or (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

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

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

6. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 82.106 — NV Code / Title 7 / Chapter 82 / Section 82.106
Articles of incorporation: Prohibited names and businesses; approval or certification required before filing of certain articles or amendments
Status: in_force

1. Except as otherwise provided in this subsection, the Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the words “trust,” “engineer,” “engineered,” “engineering,” “professional engineer” or “licensed engineer.” The provisions of this subsection concerning the use of the word “trust” do not apply to any corporation formed or existing pursuant to this chapter that is doing business solely as a community land trust.

2. The Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter 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.”

3. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing under this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the corporation is subject to supervision by the Commissioner of Insurance, unless the articles or certificate of amendment is approved by the Commissioner of Insurance.

4. The Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing.”

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

6. As used in this section: (a) “ Community land trust ” means an organization that: (1) Acquires parcels of land that are: (I) Held in perpetuity; and (II) Primarily for conveyance under long-term ground leases; (2) Transfers ownership of any structural improvements located on the leased parcels to the lessees; (3) When leasing parcels, retains as a condition of the lease a right to purchase any structural improvements at a price determined by a formula that is designed to ensure that the improvements remain affordable to low- and moderate-income persons in perpetuity; and (4) Has its corporate membership open to any adult resident of a particular geographic area that is specified in the bylaws of the organization. (b) “ Ground lease ” means a lease of land only.
Nev. Rev. Stat. § 87A.625 — NV Code / Title 7 / Chapter 87A / Section 87A.625
Action by Attorney General to restrain transaction of business
Status: in_force

The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of NRS 87A.535 to 87A.625 , inclusive.
Nev. Rev. Stat. § 90.235 — NV Code / Title 7 / Chapter 90 / Section 90.235
“Filing” and “file” defined
Status: in_force

1. “ Filing ” means: (a) The actual delivery of a record or application to the Administrator or the designee of the Administrator or to the principal office of the Administrator; or (b) The electronic delivery of a record or application to the Administrator or the designee of the Administrator or to the principal office of the Administrator using a system that has been approved by the Administrator.

2. “File” has a corresponding meaning.
Nev. Rev. Stat. § 92A.035 — NV Code / Title 7 / Chapter 92A / Section 92A.035
“Domestic limited partnership” defined
Status: in_force

“ Domestic limited partnership ” means a limited partnership organized and existing under chapter 87A or 88 of NRS.
Nev. Rev. Stat. § 89.027 — NV Code / Title 7 / Chapter 89 / Section 89.027
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. § 86.548 — NV Code / Title 7 / Chapter 86 / Section 86.548
Penalty for transacting business without registration; enforcement; regulations
Status: in_force

1. Every foreign limited-liability company transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 86.544 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. Every foreign limited-liability company transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 86.544 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.

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

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

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

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

7. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 90.613 — NV Code / Title 7 / Chapter 90 / Section 90.613
“Reasonable cause to believe” defined
Status: in_force

“ Reasonable cause to believe ” has the meaning ascribed to it in NRS 200.50925 .
Nev. Rev. Stat. § 88.370 — NV Code / Title 7 / Chapter 88 / Section 88.370
Notice imparted by filing certificate of limited partnership
Status: in_force

The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and that a person designated as a general partner is a general partner, but it is not notice of any other fact.
Nev. Rev. Stat. § 81.130 — NV Code / Title 7 / Chapter 81 / Section 81.130
Consolidation of cooperative corporations: Procedure; powers
Status: in_force

1. Upon written assent of two-thirds of all the members or by a vote of members representing two-thirds of the total votes of all members of each of two or more such nonprofit cooperative corporations to cooperate with each other for the more economical carrying on of their respective businesses by consolidation, the consolidation may be effected by two or more associations entering into an agreement in writing and adopting a name. The agreement must: (a) Be signed by two-thirds of the members of each such association. (b) State all the matters necessary to articles of incorporation. (c) Be acknowledged by the signers before a person competent to take an acknowledgment of deeds in this State.

2. A certified copy of the agreement must be filed in the Office of the Secretary of State and the same fees for filing and recording, as required for filing and recording of original articles of incorporation, must be paid. Upon the filing of the certified copy, the former associations comprising the component parts cease to exist, and the consolidated association: (a) Succeeds to all the rights, duties and powers of the component associations. (b) Is possessed of all the rights, duties and powers prescribed in the agreement of consolidated associations not inconsistent with NRS 81.010 to 81.160 , inclusive. (c) Is subject to all the liabilities and obligations of the former component associations. (d) Succeeds to all the property and interests thereof. (e) May make bylaws and do all things permitted by NRS 81.010 to 81.160 , inclusive.

3. Any such corporation, upon resolution adopted by its board of directors, may: (a) Enter into contracts and agreements. (b) Make stipulations and arrangements with any other corporation or corporations for the cooperative and more economical carrying on of its business, or any part or parts thereof.

4. Any two or more cooperative corporations organized under NRS 81.010 to 81.160 , 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. § 87.4315 — NV Code / Title 7 / Chapter 87 / Section 87.4315
Knowledge and notice
Status: in_force

1. A person knows a fact if the person has actual knowledge of it.

2. A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; or (c) Has reason to know it exists from all of the facts known to the person at the time in question.

3. A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

4. A person receives a notification when the notification: (a) Comes to the person's attention; or (b) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

5. Except as otherwise provided in subsection 6, a person other than a natural person knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the natural person conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the natural person's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the natural person conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require a natural person acting for the person to communicate information unless the communication is part of the natural person's regular duties or the natural person has reason to know of the transaction and that the transaction would be materially affected by the information.

6. A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Nev. Rev. Stat. § 92A.490 — NV Code / Title 7 / Chapter 92A / Section 92A.490
Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter
Status: in_force

1. If a demand for payment pursuant to NRS 92A.480 remains unsettled, the subject corporation shall commence a proceeding within 60 days after receiving the demand and petition the court to determine the fair value of the shares and accrued interest. If the subject corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded by each dissenter pursuant to NRS 92A.480 plus interest.

2. A subject corporation shall commence the proceeding in the district court of the county where its principal office is located in this State. If the principal office of the subject corporation is not located in this State, the right to dissent arose from a merger, conversion or exchange and the principal office of the surviving entity, resulting entity or the entity whose shares were acquired, whichever is applicable, is located in this State, it shall commence the proceeding in the county where the principal office of the surviving entity, resulting entity or the entity whose shares were acquired is located. In all other cases, if the principal office of the subject corporation is not located in this State, the subject corporation shall commence the proceeding in the district court in the county in which the corporation's registered office is located.

3. The subject corporation shall make all dissenters, whether or not residents of Nevada, whose demands remain unsettled, parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or any amendment thereto. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

5. Each dissenter who is made a party to the proceeding is entitled to a judgment: (a) For the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the subject corporation; or (b) For the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470 .
Nev. Rev. Stat. § 81.006 — NV Code / Title 7 / Chapter 81 / Section 81.006
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
Status: in_force

1. A nonprofit cooperative corporation, a cooperative association, a charitable organization or any other entity formed under the provisions of this chapter may correct a record filed with the Secretary of State with respect to the entity if the record contains an inaccurate description of an action or if the record was defectively signed, attested, sealed, verified or acknowledged, including, without limitation, if the record was filed erroneously.

2. To correct a record, the entity must: (a) Prepare a certificate of correction which: (1) States the name of the entity; (2) Describes the record, including, without limitation, its filing date; (3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record; (4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and (5) Is signed by an officer of the entity or, if the certificate is filed before the first meeting of the board of directors, by an incorporator or director, or by some other person specifically authorized by the entity to sign the certificate. (b) Deliver the certificate to the Secretary of State for filing. (c) Pay a filing fee of $25 to the Secretary of State.

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

4. If a nonprofit cooperative corporation, a cooperative association, a charitable organization or any other entity formed under the provisions of this chapter has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the nonprofit cooperative corporation, cooperative association, charitable organization or other entity may cancel the filing by: (a) Filing a statement of cancellation with the Secretary of State; and (b) Paying a fee of $50.
Nev. Rev. Stat. § 78.597 — NV Code / Title 7 / Chapter 78 / Section 78.597
Liability of stockholders of dissolved corporation
Status: in_force

1. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590 , is not liable for any claim against the corporation in an amount in excess of such stockholder's pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.

2. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590 , is not liable for any claim against the corporation on which an action, suit or proceeding is not begun before the expiration of the period described in NRS 78.585 .

3. The aggregate liability of any stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired for claims against such corporation must not exceed the amount distributed to such stockholder pursuant to NRS 78.590 .
Nev. Rev. Stat. § 78.660 — NV Code / Title 7 / Chapter 78 / Section 78.660
Powers of district court
Status: in_force

1. The court shall have power to send for persons and papers and to examine any persons, including the creditors and claimants, and the president, directors and other officers and agents of the corporation, on oath or affirmation, respecting its affairs and transactions and its estate, money, goods, chattels, credits, notes, bills and choses in action, real and personal estate and effects of every kind, and also respecting its debts, obligations, contracts and liabilities, and the claims against it.

2. If any person shall refuse to be sworn or affirmed, or to make answers to such questions as shall be put to the person, or refuse to declare the whole truth touching the subject matter of the examination, the district court may commit such person to a place of confinement, there to remain until the person shall submit to be examined, and pay all the costs of the proceedings against the person.
Nev. Rev. Stat. § 91.320 — NV Code / Title 7 / Chapter 91 / Section 91.320
Remedies for violation of this chapter
Status: in_force

1. Upon a proper showing by the Administrator that a person has violated, or is about to violate, any provision of this chapter or any regulation or order of the Administrator, the district court may grant appropriate legal or equitable remedies.

2. Upon a showing of a violation of this chapter or a regulation or order of the Administrator, the court, in addition to traditional legal and equitable remedies, including a temporary restraining order, a permanent or temporary prohibitory or mandatory injunction, and a writ of prohibition or mandamus, may grant the following special remedies: (a) The imposition of a civil penalty in an amount which may not exceed $10,000 for any single violation or $100,000 for multiple violations in a single proceeding or a series of related proceedings; (b) Disgorgement; (c) A declaratory judgment; (d) Restitution to investors wishing restitution; (e) The appointment of a receiver or conservator for the defendant or the defendant's assets; and (f) An injunction permanently enjoining a defendant from acting as a commodity broker-dealer or a commodity sales representative.

3. Upon a showing that the defendant is about to violate this chapter or a rule or order of the Administrator, the court may grant the following remedies: (a) A temporary restraining order; (b) A temporary or permanent injunction; (c) A writ of prohibition or mandamus; and (d) An order appointing a receiver or conservator for the defendant or the defendant's assets.

4. A court shall not require the Administrator to post a bond in any official action under this chapter.
Nev. Rev. Stat. § 86.5413 — NV Code / Title 7 / Chapter 86 / Section 86.5413
Property and privileges of insolvent company vest in appointed receiver
Status: in_force

All real and personal property of an insolvent limited-liability company, wheresoever situated, and all its franchises, rights, privileges and effects shall, upon the appointment of a receiver, forthwith vest in the receiver, and the company shall be divested of the title thereto.
Nev. Rev. Stat. § 86.335 — NV Code / Title 7 / Chapter 86 / Section 86.335
Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal
Status: in_force

Except as otherwise provided in this chapter, chapter 463 of NRS , the articles of organization or the operating agreement:

1. If the resignation or withdrawal of a member violates the operating agreement: (a) The amount payable to the member who has resigned or withdrawn is the fair market value of his or her interest reduced by the amount of all damages sustained by the company or its other members as a result of the violation; and (b) The company may defer the payment for so long as necessary to prevent unreasonable hardship to the company.

2. Except as otherwise provided in chapter 463 of NRS , the articles of organization or the operating agreement, a member who resigns or withdraws ceases to be a member, has no voting rights and has no right to participate in the management of the company, even if under this section a payment due to the member from the company is deferred.
Nev. Rev. Stat. § 87.420 — NV Code / Title 7 / Chapter 87 / Section 87.420
Rights of retiring or estate of deceased partner when business of partnership is continued
Status: in_force

When any partner retires or dies, and the business is continued under any of the conditions set forth in subsections 1, 2, 3, 5 and 6 of NRS 87.410 , or paragraph (b) of subsection 2 of NRS 87.380 , without any settlement of accounts as between the retired or deceased partner or his or her estate and the person or partnership continuing the business, unless otherwise agreed, the retired or deceased partner or his or her legal representative as against such persons or partnership may have the value of the retired or deceased partner’s interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of the retired or deceased partner’s interest in the dissolved partnership with interest, or, at the retired or deceased partner’s option or at the option of his or her legal representative, in lieu of interest, the profits attributable to the use of the retired or deceased partner’s right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section as provided by subsection 8 of NRS 87.410 .
Nev. Rev. Stat. § 87.533 — NV Code / Title 7 / Chapter 87 / Section 87.533
Dissolution of partnership whose registration has been revoked without additional fees and penalties; regulations
Status: in_force

1. The Secretary of State shall authorize a registered limited-liability partnership whose certificate of registration has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a notice of withdrawal required by NRS 87.470 , if the registered limited-liability partnership provides evidence satisfactory to the Secretary of State that the registered limited-liability partnership did not transact business in this State or as a registered limited-liability partnership organized pursuant to the laws of this State: (a) During the entire period for which its certificate of registration was revoked; or (b) During a portion of the period for which its certificate of registration was revoked and the registered limited-liability partnership paid the fees and penalties for the portion of that period in which the registered limited-liability partnership transacted business in this State or as a registered limited-liability partnership organized pursuant to the laws of this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.
Nev. Rev. Stat. § 87A.670 — NV Code / Title 7 / Chapter 87A / Section 87A.670
Proper plaintiff
Status: in_force

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:

1. That was a partner when the conduct giving rise to the action occurred; or

2. Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
Nev. Rev. Stat. § 87.350 — NV Code / Title 7 / Chapter 87 / Section 87.350
Power of partner to bind partnership to third persons after dissolution
Status: in_force

1. After dissolution a partner can bind the partnership except as provided in subsection 3: (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution. (b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction: (1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or (2) Though the other party had not so extended credit, had nevertheless known of the partnership prior to dissolution and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.

2. The liability of a partner under paragraph (b) of subsection 1 shall be satisfied out of partnership assets alone when such partner had been prior to dissolution: (a) Unknown as a partner to the person with whom the contract is made; and (b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to the partner’s connection with it.

3. The partnership is in no case bound by any act of a partner after dissolution: (a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; (b) Where the partner has become bankrupt; or (c) Where the partner has no authority to wind up partnership affairs, except by a transaction with one who: (1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the partner’s want of authority; or (2) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of the partner’s want of authority, the fact of the partner’s want of authority has not been advertised in the manner provided for advertising the fact of dissolution in subparagraph (2) of paragraph (b) of subsection 1.

4. Nothing in this section shall affect the liability under NRS 87.160 of any person who after dissolution represents himself or herself or consents to another representing him or her as a partner in a partnership engaged in carrying on business.
Nev. Rev. Stat. § 90.755 — NV Code / Title 7 / Chapter 90 / Section 90.755
Authority to adopt regulations and orders consistent with federal Jumpstart Our Business Startups Act
Status: in_force

1. The Administrator may adopt, by regulation or order, any filing requirements, registration exemptions and licensing requirements which are consistent with the Jumpstart Our Business Startups Act, Public Law 112-106 , and any regulation adopted pursuant thereto by the United States Securities and Exchange Commission, including, without limitation, regulations relating to the creation and oversight of funding portals.

2. As used in this section, “ funding portal ” has the meaning ascribed to it in section 3(a)(80) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78a et seq.
Nev. Rev. Stat. § 77.100 — NV Code / Title 7 / Chapter 77 / Section 77.100
“Governor” defined
Status: in_force

“ Governor ” means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
Nev. Rev. Stat. § 87A.427 — NV Code / Title 7 / Chapter 87A / Section 87A.427
Limitations on distributions applicable to restricted limited partnerships
Status: in_force

1. If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 87A.235 , subject to the provisions of NRS 87A.425 , and unless otherwise provided in the certificate of limited partnership, the limited partnership shall not make any distributions to its partners until 10 years after: (a) The date of formation of the restricted limited partnership as long as the original certificate of limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the date of formation; or (b) The effective date of the amendment to the certificate of limited partnership in which the limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the effective date of the amendment.

2. The provisions of this section apply as the default provisions of a restricted limited partnership to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the certificate of limited partnership of the restricted limited partnership.
Nev. Rev. Stat. § 88.327 — NV Code / Title 7 / Chapter 88 / Section 88.327
Name of partnership: Reinstatement or revival under old or new name; regulations
Status: reserved

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

2. If the applying limited partnership submits the written, acknowledged consent of the other artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying 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 name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.
Nev. Rev. Stat. § 87.300 — NV Code / Title 7 / Chapter 87 / Section 87.300
Partnership not terminated by dissolution
Status: in_force

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
Nev. Rev. Stat. § 75.070 — NV Code / Title 7 / Chapter 75 / Section 75.070
“Sign” and “signature” defined
Status: in_force

“ Sign ” or “ signature ” means with the present intent to authenticate or adopt a record or identify oneself:

1. To execute or otherwise adopt a tangible symbol, name, word or mark, including, without limitation, any manual, facsimile or confirmed signature; or

2. To attach to or logically associate with an electronic transmission an electronic sound, symbol or process, including, without limitation, an electronic signature, in an electronic transmission.
Nev. Rev. Stat. § 78.3792 — NV Code / Title 7 / Chapter 78 / Section 78.3792
Redemption of control shares
Status: in_force

1. If so provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, the issuing corporation may call for redemption of not less than all the control shares at the average price paid for the control shares, if: (a) An offeror's statement is not delivered with respect to the acquisition as provided in NRS 78.3789 on or before the 10th day after the acquisition of the control shares; or (b) An offeror's statement is delivered, but the control shares are not accorded full voting rights by the stockholders.

2. The issuing corporation shall call for redemption within 30 days after the occurrence of the event prescribed in paragraph (a) or (b) of subsection 1, and the shares must be redeemed within 60 days after the call.
Nev. Rev. Stat. § 81.850 — NV Code / Title 7 / Chapter 81 / Section 81.850
Right of member or manager to information
Status: in_force

1. On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the regular operating hours of the unincorporated nonprofit association, at a reasonable location specified by the association, any record maintained by the association regarding its activities, financial condition and other circumstances, to the extent the information is material to the member's or manager's rights and duties under the governing principles.

2. An unincorporated nonprofit association may impose reasonable restrictions on access to and use of information to be furnished under this section, including designating the information confidential and imposing obligations of nondisclosure and safeguarding on the recipient.

3. An unincorporated nonprofit association may charge a person that makes a demand under this section reasonable copying costs, limited to the costs of labor and materials.

4. A former member or manager is entitled to information to which the member or manager was entitled while a member or manager if the information pertains to the period during which the person was a member or manager, the former member or manager seeks the information in good faith and the former member or manager satisfies subsections 1, 2 and 3.
Nev. Rev. Stat. § 78.3793 — NV Code / Title 7 / Chapter 78 / Section 78.3793
Rights of dissenting stockholders
Status: in_force

Unless otherwise provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, if the control shares are accorded full voting rights pursuant to NRS 78.378 to 78.3793 , inclusive, and the acquiring person has acquired control shares with a majority or more of all the voting power, any stockholder, as that term is defined in NRS 92A.325 , other than the acquiring person, whose shares are not voted in favor of authorizing voting rights for the control shares may dissent in accordance with the provisions of NRS 92A.300 to 92A.500 , inclusive, and obtain payment of the fair value of his or her shares.
Nev. Rev. Stat. § 90.292 — NV Code / Title 7 / Chapter 90 / Section 90.292
“Securities exchange” defined
Status: in_force

“Securities exchange” means any organization, association or group of persons, incorporated or unincorporated, located within this State which constitutes, maintains or provides a marketplace, facilities or electronic communications equipment for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood. The term includes the marketplace, facilities and electronic communications equipment used by such an exchange.
Nev. Rev. Stat. § 87.500 — NV Code / Title 7 / Chapter 87 / Section 87.500
Resignation of registered agent; termination of registration of commercial registered agent
Status: in_force

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

2. If a registered limited-liability partnership fails to comply with subsection 1, it is in default and is subject to the provisions of NRS 87.520 .

3. As used in this section, “commercial registered agent” has the meaning ascribed to it in NRS 77.040 .
Nev. Rev. Stat. § 87A.410 — NV Code / Title 7 / Chapter 87A / Section 87A.410
No distribution on account of withdrawal
Status: in_force

A person does not have a right to receive a distribution on account of withdrawal.
Nev. Rev. Stat. § 78.300 — NV Code / Title 7 / Chapter 78 / Section 78.300
Liability of directors for unlawful distributions
Status: in_force

1. The directors of a corporation shall not make distributions except as provided by this chapter.

2. Except as otherwise provided in subsection 3 and NRS 78.138 , in case of any violation of the provisions of this section, the directors under whose administration the violation occurred are jointly and severally liable, at any time within 3 years after each violation, to the corporation, and, in the event of its dissolution or insolvency, to its creditors at the time of the violation, or any of them, to the lesser of the full amount of the distribution made or of any loss sustained by the corporation by reason of the distribution.

3. The liability imposed pursuant to subsection 2 does not apply to a director who caused his or her dissent to be entered upon the minutes of the meeting of the directors at the time the action was taken or who was not present at the meeting and caused his or her dissent to be entered on learning of the action.
Nev. Rev. Stat. § 87A.315 — NV Code / Title 7 / Chapter 87A / Section 87A.315
Fees
Status: in_force

The Secretary of State, for services relating to the official duties of the Secretary of State and the records of the Office of the Secretary of State, shall charge and collect the following fees:

1. For filing a certificate of limited partnership, or for registering a foreign limited partnership, $75.

2. For filing a certificate of registration of limited-liability limited partnership, or for registering a foreign registered limited-liability limited partnership, $100.

3. For filing a certificate of amendment of limited partnership or restated certificate of limited partnership, $175.

4. For certifying a copy of a certificate of limited partnership, an amendment to the certificate, or a certificate as amended, $30 per certification.

5. For certifying an authorized printed copy of the limited partnership law, $30.

6. For reserving a limited partnership name, or for signing, filing or certifying any other record, $25.

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

8. For filing a certificate of cancellation of a limited partnership or a certificate of cancellation of the registration of a foreign limited partnership, $100.

Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.
Nev. Rev. Stat. § 87.260 — NV Code / Title 7 / Chapter 87 / Section 87.260
Nature of partner's interest in partnership
Status: in_force

A partner's interest in the partnership is his or her share of the profits and surplus, and the same is personal property.
Nev. Rev. Stat. § 81.175 — NV Code / Title 7 / Chapter 81 / Section 81.175
Applicable law
Status: in_force

1. Except as otherwise provided in subsection 2, the provisions of chapter 82 of NRS govern a cooperative association organized pursuant to NRS 81.170 to 81.270 , inclusive, except to the extent that the provisions of chapter 82 of NRS are inconsistent with NRS 81.170 to 81.270 , inclusive.

2. NRS 82.081 and 82.136 do not apply to a cooperative association organized pursuant to NRS 81.170 to 81.270 , inclusive.
Nev. Rev. Stat. § 88A.050 — NV Code / Title 7 / Chapter 88A / Section 88A.050
“Governing instrument” defined
Status: in_force

“ Governing instrument ” means any one or more instruments, whether referred to as a trust instrument, declaration of trust or otherwise, that create a trust and provide for the governance of its affairs and the conduct of its business.
Nev. Rev. Stat. § 78.340 — NV Code / Title 7 / Chapter 78 / Section 78.340
Failure to hold election of directors on regular day does not dissolve corporation
Status: in_force

If the directors shall not be elected on the day designated for the purpose, the corporation shall not for that reason be dissolved; but every director shall continue to hold office and discharge the duties of a director until a successor has been elected.
Nev. Rev. Stat. § 78.153 — NV Code / Title 7 / Chapter 78 / Section 78.153
Additional filing requirements for certain corporations: Criteria; statement; fees
Status: in_force

1. At the time of submitting any list required pursuant to NRS 78.150 , a corporation that meets the criteria set forth in subsection 2 must submit: (a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and (b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.

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

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

4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General's Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440 .
Nev. Rev. Stat. § 78.257 — NV Code / Title 7 / Chapter 78 / Section 78.257
Right of stockholders to inspect, copy and audit financial statements; conditions; exceptions; penalties; applicability
Status: in_force

1. Any person who has been a stockholder of record of any corporation and owns not less than 15 percent of all of the issued and outstanding shares of the stock of such corporation or has been authorized in writing by the holders of at least 15 percent of all its issued and outstanding shares, upon at least 5 days' written demand, including the affidavit and confidentiality agreement, if applicable, required pursuant to subsection 2, is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and financial statements of the corporation, to make copies thereof, and to conduct an audit thereof. Holders of voting trust certificates representing 15 percent of the issued and outstanding shares of the corporation are regarded as stockholders for the purpose of this subsection. The right of stockholders to inspect the books of account and financial statements of the corporation in accordance with this section may not be limited in the articles or bylaws of any corporation.

2. Together with the written demand required pursuant to subsection 1, a person who wishes to exercise the rights set forth in subsection 1 shall furnish an affidavit to the corporation stating that the inspection, copies or audit is not desired for any purpose not related to his or her interest as a stockholder. As a condition to the rights authorized by subsection 1, the board of directors may require the stockholder and each other person exercising rights set forth in subsection 1 to enter into and comply with a confidentiality agreement having such terms and scope as are reasonably related to protecting the legitimate interests of the corporation.

3. All costs for making copies or conducting an audit pursuant to this section must be borne by the person exercising the rights set forth in subsection 1.

4. The rights authorized by subsection 1 may be denied if the affidavit or confidentiality agreement required pursuant to subsection 2 is not furnished to the corporation, or if the stockholder or other person exercising rights set forth in subsection 1 at any time has used or attempted to use, or uses, attempts or threatens to use, any information obtained from the corporation pursuant to this section for any purpose not related to the stockholder's interest in the corporation as a stockholder, or if the stockholder or other person exercising rights set forth in subsection 1 at any time, and in any capacity, has used or attempted to use, or uses, attempts or threatens to use, any information obtained from the corporation pursuant to this section or otherwise for any improper purpose. Any stockholder or other person exercising rights set forth in subsection 1 who uses or attempts to use information obtained from the corporation pursuant to this section for any purpose not related to the stockholder's interest in the corporation as a stockholder is guilty of a gross misdemeanor.

5. If any officer or agent of any corporation keeping books of account and financial statements in this State knowingly and willfully refuses to permit an inspection of such books of account and financial statements upon demand by a person entitled to inspect them, or knowingly and willfully refuses to permit an audit of such books of account and financial statements to be conducted by such a person, as provided in subsection 1, the corporation shall forfeit to the State the sum of $100 for every day of such refusal, and the corporation is liable to the person injured for all damages directly resulting to the person from such refusal.

6. A stockholder who brings an action or proceeding to enforce any right set forth in this section or to recover damages resulting from its denial: (a) Is entitled to costs and reasonable attorney's fees, if the stockholder prevails; or (b) Is liable for such costs and fees, if the stockholder does not prevail, in the action or proceeding.

7. Except as otherwise provided in this subsection, the provisions of this section do not apply to any corporation that furnishes to its stockholders a detailed, annual financial statement or any corporation that has filed during the preceding 12 months all reports required to be filed pursuant to section 13 or section 15(d) of the Securities Exchange Act, 15 U.S.C. §§ 78m or 78o(d) . A person who owns, or is authorized in writing by the owners of, at least 15 percent of the issued and outstanding shares of the stock of a corporation that has elected to be governed by subchapter S of the Internal Revenue Code and whose shares are not listed or traded on any recognized stock exchange is entitled to inspect the books of the corporation pursuant to subsection 1 and has the rights, duties and liabilities provided in subsections 2 to 6, inclusive.
Nev. Rev. Stat. § 84.007 — NV Code / Title 7 / Chapter 84 / Section 84.007
Form required for filing of records
Status: in_force

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

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

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

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
Nev. Rev. Stat. § 81.750 — NV Code / Title 7 / Chapter 81 / Section 81.750
Governing law
Status: in_force

1. Except as otherwise provided in subsection 2, the law of this State governs the operation in this State of all unincorporated nonprofit associations formed or operating in this State.

2. Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in which an unincorporated nonprofit association has its main place of activities governs the internal affairs of the association.
Nev. Rev. Stat. § 78B.020 — NV Code / Title 7 / Chapter 78B / Section 78B.020
“Benefit corporation” defined
Status: in_force

“ Benefit corporation ” means a corporation organized under chapter 78 or 78A of NRS, NRS 81.010 to 81.160 , inclusive, or chapter 89 of NRS that has elected to become subject to this chapter and whose status as a benefit corporation has not been terminated pursuant to this chapter.
Nev. Rev. Stat. § 86.451 — NV Code / Title 7 / Chapter 86 / Section 86.451
Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status
Status: in_force

Indemnification or advancement of expenses authorized in or ordered by a court pursuant to NRS 86.411 to 86.441 , inclusive:

1. Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of organization or any operating agreement, vote of members or disinterested managers, if any, or otherwise, for an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 86.421 or for the advancement of expenses made pursuant to NRS 86.441 , may not be made to or on behalf of any member or manager if a final adjudication establishes that the member’s or the manager’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

2. Continues for a person who has ceased to be a member, manager, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Nev. Rev. Stat. § 82.036 — NV Code / Title 7 / Chapter 82 / Section 82.036
“Receiver” defined
Status: in_force

“Receiver” includes receivers and trustees appointed as provided in this chapter and chapter 32 of NRS.
Nev. Rev. Stat. § 87A.010 — NV Code / Title 7 / Chapter 87A / Section 87A.010
Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 87A.015 to 87A.140 , inclusive, have the meanings ascribed to them in those sections.
Nev. Rev. Stat. § 92A.315 — NV Code / Title 7 / Chapter 92A / Section 92A.315
“Dissenter” defined
Status: in_force

“Dissenter” means a stockholder who is entitled to dissent from a domestic corporation's action under NRS 92A.380 and who exercises that right when and in the manner required by NRS 92A.400 to 92A.480 , inclusive.
Nev. Rev. Stat. § 92A.220 — NV Code / Title 7 / Chapter 92A / Section 92A.220
Duty when entire plan of merger, conversion or exchange is not set forth in articles
Status: in_force

If the entire plan of merger, conversion or exchange is not set forth in the articles of merger, conversion or exchange, a copy of the plan of merger, conversion or exchange must be furnished by the surviving, acquiring or resulting entity, on request and without cost, to any owner of any entity which is a party to the merger, conversion or exchange.
Nev. Rev. Stat. § 88A.160 — NV Code / Title 7 / Chapter 88A / Section 88A.160
Applicability of laws pertaining to trusts; principle of freedom of contract and enforceability of governing instruments
Status: in_force

1. Except as otherwise provided in the certificate of trust, the governing instrument or this chapter, the laws of this State pertaining to trusts apply to a business trust.

2. In applying the provisions of this chapter, the court shall give the greatest effect to the principle of freedom of contract and the enforceability of governing instruments.
Nev. Rev. Stat. § 90.6145 — NV Code / Title 7 / Chapter 90 / Section 90.6145
Designated reporter: Designation; duty to report; immunity
Status: in_force

1. Each broker-dealer and investment adviser shall designate a person or persons to whom a sales representative, representative of the investment adviser or officer or employee of the broker-dealer or investment adviser must report known or suspected exploitation of an older person or vulnerable person.

2. If a sales representative, representative of an investment adviser or officer or employee of the broker-dealer or investment adviser reports known or suspected exploitation of an older person or vulnerable person to a designated reporter and, based on such a report or based on his or her own observations or knowledge, the designated reporter knows or has reasonable cause to believe that an older person or vulnerable person has been exploited, the designated reporter shall: (a) Except as otherwise provided in subsection 3, report the known or suspected exploitation of the older person or vulnerable person to: (1) The local office of the Aging and Disability Services Division of the Department of Health and Human Services; (2) A police department or sheriff's office; (3) The county's office for protective services, if one exists in the county where the suspected exploitation occurred; or (4) A toll-free telephone service designated by the Aging and Disability Services Division; and (b) Make such a report as soon as reasonably practicable.

3. If the designated reporter knows or has reasonable cause to believe that the exploitation of an older person or vulnerable person involves an act or omission of the Aging and Disability Services Division, another division of the Department of Health and Human Services or a law enforcement agency, the designated reporter shall make the report to an agency other than the agency alleged to have committed the act or omission.

4. In accordance with the provisions of subsection 3 of NRS 239A.070 , in making a report pursuant to this section, a designated reporter may: (a) Disclose any fact or information that forms the basis of the determination that the designated reporter knows or has reasonable cause to believe that an older person or vulnerable person has been exploited, including, without limitation, the identity of any person believed to be involved in the exploitation of the older person or vulnerable person; and (b) Provide any financial records or other documentation relating to the exploitation of the older person or vulnerable person.

5. A sales representative, representative of an investment adviser or officer or employee of a broker-dealer or investment adviser and a designated reporter are entitled to the immunity from liability set forth in NRS 200.5096 for making a report pursuant to this section in good faith.