reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.291 - Management.

1. Except as otherwise provided in this section or in the articles of organization or operating agreement, management of a limited-liability company is vested in its members proportionally in interest thereof.
2. Unless otherwise provided in the articles of organization or operating agreement, the management of a series is vested in the members associated with the series proportionally in interest thereof.
3. If provision is made in the articles of organization, management of the company may be vested in a manager or managers, who may but need not be members. The manager or managers shall hold the offices, have the responsibilities and otherwise manage the company as set forth in the operating agreement of the company or, if the company has not adopted an operating agreement, then as prescribed by the members.
(Added to NRS by 1991, 1300; A 1993, 1017; 1995, 1131; 1997, 719; 2001, 1391, 3199; 2005, 2192; 2009, 1697; 2021, 1514)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.298 - Duties of manager or managing member.

The duties of a manager or managing member of a limited-liability company to the limited-liability company, to any series of the limited-liability company, to any member or to another person that is a party to or otherwise bound by the operating agreement are only:
1. The implied contractual covenant of good faith and fair dealing; and
2. Such other duties, including, without limitation, fiduciary duties, if any, as are expressly prescribed by the articles of organization or the operating agreement.
(Added to NRS by 2019, 104)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.301 - Limitation on authority to contract debt or incur liability.

Except as otherwise provided in this chapter, the articles of organization or the operating agreement, no debt may be contracted or liability incurred by or on behalf of a limited-liability company or any series thereof except by:
1. One or more managers of a company or series which is managed by a manager or managers;
2. Any member of a company or series which is managed by its members;
3. Any agent, officer, employee or other representative of the company or series, as authorized in the operating agreement or in another writing by a manager or managers, if the company or series is managed by a manager or managers; or
4. Any agent, officer, employee or other representative of the company or series authorized in the operating agreement or in another writing by a member thereof, if the company or series is managed by its members.
(Added to NRS by 1991, 1300; A 1997, 719; 1999, 1615; 2001, 1391, 3199; 2003, 3140; 2019, 106)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.311 - Acquisition, ownership and disposition of property by company and series.

1. Except as otherwise provided in subsection 2, real and personal property owned or purchased by a company must be held and owned, and conveyance made, in the name of the company. Except as otherwise provided in the company’s articles of organization or operating agreement, instruments and records providing for the acquisition, mortgage or disposition of property of the company are valid and binding upon the company if signed by:
(a) One or more managers of a company which is managed by a manager or managers;
(b) Any member of a company which is managed by its members;
(c) Any agent, officer, employee or other representative of the company authorized in the operating agreement or in another writing by a manager or managers, if the company is managed by a manager or managers; or
(d) Any agent, officer, employee or other representative of the company authorized in the operating agreement or in another writing by a member, if the company is managed by its members.
2. Real and personal property may be purchased, owned and conveyed by a series separately in the name of the series, as the asset of the series only. Except as otherwise provided in the articles of organization or operating agreement of the series, instruments and records providing for the acquisition, mortgage or disposition of property by a series are valid and binding upon the series if signed by:
(a) One or more managers of the series, if the series is managed by a manager or managers;
(b) Any member associated with the series, if the series is managed by the members associated with the series;
(c) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a manager or managers of the series, if the series is managed by a manager or managers; or
(d) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a member associated with the series, if the series is managed by its members.
(Added to NRS by 1991, 1300; A 1997, 719; 2003, 3140; 2017, 2781)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.321 - Contributions to capital: Form.

For purposes of this chapter, a contribution to capital of a member to a limited-liability company or series may consist of tangible or intangible property or any other benefit to the limited-liability company or series, including, without limitation, money, real or personal property, services performed, or a promissory note or other binding obligation to contribute cash or property or to perform services.
(Added to NRS by 1991, 1300; A 1997, 719; 2019, 107; 2021, 1514)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.331 - Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws.

1. Except as otherwise provided in chapter 463 of NRS, other applicable law, the articles of organization or the operating agreement, a member may not resign or withdraw as a member from a limited-liability company before the dissolution and winding up of the company.
2. If a member has a right to resign or withdraw, the amount that a resigning or withdrawing member is entitled to receive from the company for his or her interest must be determined pursuant to the provisions of this chapter, chapter 463 of NRS, the articles of organization or the operating agreement. If not otherwise provided therein, a resigning or withdrawing member is entitled to receive, within a reasonable time after resignation or withdrawal, the fair market value of his or her interest on the date of resignation or withdrawal.
(Added to NRS by 1991, 1301; A 1993, 2012; 1995, 2111; 1997, 719)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.335 - Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal.

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.
(Added to NRS by 1997, 714)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.341 - Distributions: Generally.

A limited-liability company may, from time to time, make distributions as provided in the articles of organization or operating agreement. If the articles of organization or operating agreement do not otherwise provide, the distributions must be allocated proportionately to the value, as shown in the records of the company, of the contributions made by each member and not returned.
(Added to NRS by 1991, 1301; A 1997, 720; 2021, 1515)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.345 - Distributions: Limitations applicable to restricted limited-liability companies.

1. If a limited-liability company has elected in its articles of organization to be a restricted limited-liability company pursuant to NRS 86.161, subject to the provisions of NRS 86.343, and unless otherwise provided in the articles of organization, the company shall not make any distributions to its members with respect to their member’s interests until 10 years after:
(a) The date of formation of the restricted limited-liability company as long as the original articles of organization elected to be treated as a restricted limited-liability company and as long as the company has remained a restricted limited-liability company since the date of formation; or
(b) The effective date of the amendment to the articles of organization in which the company elected to be treated as a restricted limited-liability company and as long as the company has remained a restricted limited-liability company since the effective date of the amendment.
2. The provisions of this section apply as the default provisions of a restricted limited-liability company 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 articles of organization of the restricted limited-liability company.
(Added to NRS by 2009, 1691)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.346 - Distributions: Form; status of member or transferee.

1. Unless otherwise provided in the operating agreement, a member, regardless of the nature of the member’s contributions, or a transferee, regardless of the nature of the contributions of the transferee’s predecessor, has no right to demand or receive any distribution from a limited-liability company in any form other than cash.
2. Except as otherwise provided in NRS 86.391 and 86.521, and unless otherwise provided in the operating agreement, at the time a member or transferee becomes entitled to receive a distribution the member or transferee has the status of and is entitled to all remedies available to a creditor of the company with respect to the distribution.
(Added to NRS by 1995, 2106; A 1997, 720)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.351 - Nature and transfer of member’s interest; rights of transferee; substituted members.

1. The interest of each member of a limited-liability company is personal property. The articles of organization or operating agreement may prohibit or regulate the transfer of a member’s interest. Unless otherwise provided in the articles or operating agreement, a transferee of a member’s interest has no right to participate in the management of the business and affairs of the company or to become a member unless a majority in interest of the other members approve the transfer. If so approved, the transferee becomes a substituted member. The transferee is only entitled to receive the share of profits or other compensation by way of income, and the return of contributions, to which the transferor would otherwise be entitled.
2. A substituted member has all the rights and powers and is subject to all the restrictions and liabilities of the transferor, except that the substitution of the transferee does not release the transferor from any liability to the company.
(Added to NRS by 1991, 1302; A 1995, 2112; 1997, 720; 2001, 1392, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.371 - Liability of member or manager for debts or liabilities of company.

Unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited-liability company formed under the laws of this State is individually liable for the debts or liabilities of the company.
(Added to NRS by 1991, 1300; A 1995, 2112)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.376 - Liability of person who acts as alter ego of company for debts or liabilities of company.

1. Except as otherwise specifically provided by statute or agreement, no person other than the limited-liability company is individually liable for a debt or liability of the limited-liability company unless the person acts as the alter ego of the limited-liability company.
2. A person acts as the alter ego of a limited-liability company only if:
(a) The limited-liability company is influenced and governed by the person;
(b) There is such unity of interest and ownership that the limited-liability company and the person are inseparable from each other; and
(c) Adherence to the notion of the limited-liability company being an entity separate from the person would sanction fraud or promote manifest injustice.
3. The question of whether a person acts as the alter ego of a limited-liability company must be determined by the court as a matter of law.
(Added to NRS by 2019, 104)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.381 - Member of company is not proper party in proceeding by or against company; exception.

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.
(Added to NRS by 1991, 1304)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.391 - Liability of member to company.

1. A member is liable to a limited-liability company:
(a) For a difference between the member’s contributions to capital as actually made and as stated in the articles of organization or operating agreement as having been made; and
(b) For any unpaid contribution to capital which the member agreed in the articles of organization or operating agreement to make in the future at the time and on the conditions stated in the articles of organization or operating agreement.
2. A member holds as trustee for the company specific property stated in the articles of organization or operating agreement as contributed by the member, but which was not so contributed.
3. The liabilities of a member as set out in this section can be waived or compromised only by the consent of all of the members, but a waiver or compromise does not affect the right of a creditor of the company to enforce the liabilities if the creditor extended credit or the creditor’s claim arose before the effective date of an amendment of the articles of organization or operating agreement effecting the waiver or compromise.
(Added to NRS by 1991, 1301; A 1997, 721; 2001, 1393, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.401 - Rights and remedies of creditor of member.

1. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member’s interest with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the member’s interest.
2. This section:
(a) Provides the exclusive remedy by which a judgment creditor of a member or an assignee of a member may satisfy a judgment out of the member’s interest of the judgment debtor, whether the limited-liability company has one member or more than one member. No other remedy, including, without limitation, foreclosure on the member’s interest or a court order for directions, accounts and inquiries that the debtor or member might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s interest in the limited-liability company, and no other remedy may be ordered by a court.
(b) Does not deprive any member of the benefit of any exemption applicable to his or her interest.
(c) Does not supersede any written agreement between a member and a creditor if the written agreement does not conflict with the limited-liability company’s articles of organization or operating agreement.
(Added to NRS by 1991, 1302; A 2001, 1393, 3199; 2003, 20th Special Session, 71; 2011, 2800)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.411 - Indemnification of manager, member, employee or agent: Proceeding other than by company.

A limited-liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited-liability company, and that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.
(Added to NRS by 1991, 1297; A 1997, 721)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.421 - Indemnification of manager, member, employee or agent: Proceeding by company.

A limited-liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
(Added to NRS by 1991, 1298; A 1997, 722)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.431 - Indemnification of manager, member, employee or agent: Scope; authorization.

1. To the extent that a manager, member, employee or agent of a limited-liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in NRS 86.411 and 86.421, or in defense of any claim, issue or matter therein, the company shall indemnify him or her against expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with the defense.
2. Any indemnification under NRS 86.411 and 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the limited-liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances. The determination must be made:
(a) By the members or managers as provided in the articles of organization or the operating agreement;
(b) If there is no provision in the articles of organization or the operating agreement, by a majority in interest of the members who are not parties to the action, suit or proceeding;
(c) If a majority in interest of the members who are not parties to the action, suit or proceeding so order, by independent legal counsel in a written opinion; or
(d) If members who are not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
(Added to NRS by 1991, 1298; A 1993, 1017; 1997, 722)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.441 - Indemnification of member or manager: Advancement of expenses.

The articles of organization, the operating agreement or a separate agreement made by a limited-liability company may provide that the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding must be paid by the company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that the member or manager is not entitled to be indemnified by the company. The provisions of this section do not affect any rights to advancement of expenses to which personnel of the company other than managers or members may be entitled under any contract or otherwise by law.
(Added to NRS by 1991, 1299; A 1997, 723)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.451 - Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status.

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.
(Added to NRS by 1991, 1299; A 1997, 723)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.461 - Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent.

1. A limited-liability company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a member, manager, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another corporation, limited-liability company, partnership, joint venture, trust or other enterprise for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a manager, member, employee or agent, or arising out of his or her status as such, whether or not the company has the authority to indemnify such a person against such liability and expenses.
2. The other financial arrangements made by the company pursuant to subsection 1 may include:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the company.
(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the company or any other person approved by the managers, if any, or by the members, if no managers exist, even if all or part of the other person’s member’s interest in the company is owned by the company.
(Added to NRS by 1991, 1299)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.471 - Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent.

In the absence of fraud:
1. The decision of a limited-liability company as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to NRS 86.461 and the choice of the person to provide the insurance or other financial arrangement is conclusive; and
2. The insurance or other financial arrangement:
(a) Is not void or voidable; and
(b) Does not subject any manager or member approving it to personal liability for the approval,
even if a manager or member approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
(Added to NRS by 1991, 1300)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.481 - Exclusion of company which provides self-insurance from title 57 of NRS.

A limited-liability company or its subsidiary which provides self-insurance for itself or for an affiliated limited-liability company pursuant to NRS 86.461 is not subject to the provisions of title 57 of NRS.
(Added to NRS by 1991, 1300)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.483 - Authority of member to bring action.

A member, including a noneconomic member unless otherwise prohibited by the terms of the articles of organization or operating agreement, may bring an action in the right of a limited-liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.
(Added to NRS by 2001, 1385; A 2001, 3199; 2003, 3141; 2007, 2425)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.487 - Pleading.

In a derivative action, the complaint must set forth with particularity:
1. The effort of the plaintiff to secure initiation of the action by a manager or member; or
2. The reasons for the plaintiff not making the effort to secure initiation of the action by a manager or member.
(Added to NRS by 2001, 1386; A 2001, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.489 - Expenses.

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, and shall direct the plaintiff to remit to the limited-liability company the remainder of those proceeds received by the plaintiff.
(Added to NRS by 2001, 1386; A 2001, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.4895 - Dissolution of company whose charter has been revoked without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a limited-liability company whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing articles of dissolution required by NRS 86.561, if the limited-liability company provides evidence satisfactory to the Secretary of State that the limited-liability company did not transact business in this State or as a limited-liability company organized pursuant to the laws of this State:
(a) During the entire period for which its charter was revoked; or
(b) During a portion of the period for which its charter was revoked and the limited-liability company paid the fees and penalties for the portion of that period in which the limited-liability company transacted business in this State or as a limited-liability company organized pursuant to the laws of this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1288)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.490 - Dissolution before commencement of business; limitations.

1. Before the commencement of business by any limited-liability company where management is vested in one or more managers and where no member’s interest in the limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may dissolve the limited-liability company by filing with the Secretary of State a certificate of dissolution to dissolve the limited-liability company.
2. A certificate of dissolution filed with the Secretary of State pursuant to subsection 1 must state that:
(a) The management of the limited-liability company is vested in one or more managers;
(b) The limited-liability company has not commenced business; and
(c) No member’s interest in the limited-liability company has been issued.
(Added to NRS by 2007, 2424)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.495 - Dissolution by decree of court; termination of series by decree of court.

1. Upon application by or for a member, the district court may decree dissolution of a limited-liability company whenever it is not reasonably practicable to carry on the business of the company in conformity with the articles of organization or operating agreement.
2. Upon application by or for a member of a series, the district court may decree the termination of the series only, and not the dissolution of the company, whenever it is not reasonably practicable to carry on the business of the series in conformity with the articles of organization or operating agreement.
3. If a limited-liability company is required to be dissolved pursuant to NRS 86.491 and articles of dissolution have not been filed within 180 days after the date on which the company is required to be dissolved, upon application by or for the Secretary of State or any person who is adversely affected by the failure of the company to dissolve, the district court may decree dissolution of the company.
(Added to NRS by 2001, 1385; A 2001, 3199; 2005, 2196; 2013, 1280)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.505 - Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company or its managers or members.

1. The dissolution of a limited-liability company does not impair any remedy or cause of action available to or against it or its managers or members commenced, within 2 years after the effective date of the articles of dissolution, with respect to any remedy or cause of action as to which the plaintiff learns, or in the exercise of reasonable diligence should have learned of, the underlying facts on or before the date of dissolution, or within 3 years after the date of dissolution with respect to any other remedy or cause of action. Any such remedy or cause of action not commenced within the applicable period is barred. A dissolved company continues as a company for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or nature by or against it and of enabling it gradually to settle and close its business, to collect and discharge its obligations, to dispose of and convey its property, and to distribute its assets, but not for the purpose of continuing the business for which it was established.
2. Nothing in this section shall be so construed as to lengthen any shorter statute of limitations otherwise applicable provided that no provision of this chapter or other specific statute has the effect of applying any statute of limitations that is longer than provided in this section with respect to any such remedy or cause of action. Nothing in this section shall be construed to create any remedy or cause of action available to or against the company or its managers or members.
(Added to NRS by 1995, 2106; A 1997, 724; 2013, 1281)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.521 - Distribution of assets after dissolution.

1. In settling accounts after dissolution, the liabilities of a limited-liability company are entitled to payment in the following order:
(a) Those to creditors, including members who are creditors, in the order of priority as provided and to the extent otherwise permitted by law, except those to members of the limited-liability company on account of their contributions;
(b) Those to members of the limited-liability company in respect of their share of the profits and other compensation by way of income on their contributions; and
(c) Those to members of the limited-liability company in respect of their contributions to capital.
2. Subject to any statement in the operating agreement, members share in the company’s assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims.
(Added to NRS by 1991, 1303; A 1995, 2113)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.531 - Articles of dissolution: Required provisions and signatories.

1. Except in the case of a dissolution pursuant to NRS 86.490, as soon as practicable after the dissolution of a limited-liability company, articles of dissolution must be prepared and signed setting forth:
(a) The name of the limited-liability company;
(b) That the company has been dissolved; and
(c) The effective date and time of the dissolution, which may not be later than the effective date and time of the articles of dissolution.
2. The articles of dissolution must be signed by:
(a) A manager of the company, if management of the company is vested in a manager;
(b) A member of the company, if management of the company is not vested in a manager; or
(c) The personal representative of the last remaining member, if there is no remaining manager or member, unless otherwise provided in the articles of organization or operating agreement.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616; 2013, 1281; 2019, 107)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.541 - Filing and effectiveness of articles of dissolution; powers of trustees of dissolved company.

1. The signed articles of dissolution must be filed with the Secretary of State. Articles of dissolution are effective at the time of the filing of the articles with the Secretary of State or 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. If the articles filed pursuant to this section specify a later effective date but do not specify an effective time, the articles are effective at 12:01 a.m. in the Pacific time zone on the specified later date.
2. The manager or managers in office at the time of dissolution, or the members, if there are no managers, or the personal representatives, are thereafter trustees of the dissolved company, with full power to prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the company, to enable the company gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the members, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which the company was established.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616; 2001, 1394, 3199; 2005, 2197; 2011, 2801; 2013, 1282)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5411 - Application of creditors or members of insolvent company for injunction and appointment of receiver or trustee; hearing.

1. Whenever any limited-liability company becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or members, any creditors holding at least 10 percent of the outstanding indebtedness of the company or at least 10 percent in interest of the members, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the company is located or, if the principal office is not located in this State, to the district court in the county in which the company’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.
2. The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.
3. If, upon such inquiry it appears to the court that the company has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the company and its managers, managing members, officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.
4. The rights of a member set forth in this section may be exercised by a noneconomic member if specifically set forth in the articles of organization or the operating agreement.
(Added to NRS by 2019, 2491; A 2021, 1516)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5412 - Appointment of receiver or trustee of insolvent company: Powers.

1. The district court, at the time of ordering the injunction, or at any time afterwards, may appoint a receiver or receivers or a trustee or trustees for the creditors and members of the limited-liability company.
2. Receivers or trustees shall have full power and authority:
(a) To demand, sue for, collect, receive and take into possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description of the company;
(b) To institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the company;
(c) In their discretion to compound and settle with any debtor or creditor of the company, or with persons having possession of its property or in any way responsible at law or in equity to the company at the time of its insolvency or suspension of business, or afterwards, upon such terms and in such manner as they shall deem just and beneficial to the company; and
(d) In case of mutual dealings between the company and any person to allow just setoffs in favor of such person in all cases in which the same ought to be allowed according to law and equity.
3. A debtor who shall have in good faith paid a debt to the company without notice of its insolvency or suspension of business, shall not be liable therefor, and the receiver or receivers or trustee or trustees shall have power to sell, convey and assign all the estate, rights and interests, and shall hold and dispose of the proceeds thereof under the directions of the district court.
(Added to NRS by 2019, 2491)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5413 - Property and privileges of insolvent company vest in appointed receiver.

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.
(Added to NRS by 2019, 2492)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5414 - Company may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving company and forfeiting charter.

1. Whenever a receiver shall have been appointed pursuant to NRS 86.5412 and it shall afterwards appear that the debts of the limited-liability company have been paid or provided for, and that there remains or can be obtained by further contributions sufficient capital to enable it to resume its business, the district court may, in its discretion, a proper case being shown, direct the receiver to reconvey to the company all its property, franchises, rights and effects, and thereafter the company may resume control of and enjoy the same as fully as if the receiver had never been appointed.
2. In every case in which the district court shall not direct such reconveyance, the court may, in its discretion, make a decree dissolving the company and declaring its charter forfeited and void.
(Added to NRS by 2019, 2492)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5415 - Members’ application for injunction and appointment of receiver when company mismanaged.

1. Members holding not less than 10 percent in interest of the limited-liability company may apply to the district court in the county in which the company has its principal place of business or, if the principal place of business is not located in this State, to the district court in the county in which the company’s registered office is located, for an order appointing a receiver, and by injunction restrain the company from exercising any of its powers or doing business whatsoever, except by and through a receiver appointed by the court, whenever irreparable injury to the company is threatened or being suffered and:
(a) The company has willfully violated its charter;
(b) Its managers or managing members have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs and the presumption established by subsection 3 has been rebutted with respect to such conduct or control;
(c) The assets of the company are in danger of waste, sacrifice or loss through attachment, foreclosure, litigation or otherwise; or
(d) The company has dissolved, but has not proceeded diligently to wind up its affairs, or to distribute its assets in a reasonable time.
2. The application may be for the appointment of a receiver, without at the same time applying for the dissolution of the company, and notwithstanding the absence, if any there be, of any action or other proceeding in the premises pending in such court.
3. In any such application for a receivership, it is sufficient for a temporary appointment if notice of the same is given to the company alone, by process as in the case of an application for a temporary restraining order or injunction, and the hearing thereon may be had after 5 days’ notice unless the court directs a longer or different notice and different parties.
4. The court may, if good cause exists therefor, appoint one or more receivers for such purpose, but in all cases managers or managing members who have been guilty of no negligence nor active breach of duty must be preferred in making the appointment. The court may at any time for sufficient cause make a decree terminating the receivership, or dissolving the company and terminating its existence, or both, as may be proper.
5. Receivers so appointed have, among the usual powers, all the functions, powers, tenure and duties to be exercised under the direction of the court as are conferred on receivers and as provided pursuant to NRS 86.5412, 86.5413 and 86.5414, whether the company is insolvent or not.
6. The requirement to hold not less than 10 percent in interest set forth in subsection 1 shall be maintained from the date of and throughout the pendency of the application for the appointment of a receiver of the company.
7. The rights of a member set forth in this section may be exercised by a noneconomic member if specifically set forth in the articles of organization or the operating agreement.
(Added to NRS by 2019, 2492; A 2021, 1517)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5416 - Reorganization of company by majority in interest of members during receivership.

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.
(Added to NRS by 2019, 2493; A 2021, 1517)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5417 - Powers of district court.

1. The court shall have power to send for persons and papers and to examine any persons, including the creditors and claimants, and the managers, managing members, officers and agents of the limited-liability company, 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.
(Added to NRS by 2019, 2493)