reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5418 - Receiver to take possession of company assets upon court order.

The receiver, upon order of the court, with the assistance of a peace officer, may break open, in the daytime, the houses, shops, warehouses, doors, trunks, chests or other places of the limited-liability company where any of its goods, chattels, choses in action, notes, bills, moneys, books, papers or other writings or effects have been usually kept, or shall be, and take possession of the same and of the lands and tenements belonging to the company.
(Added to NRS by 2019, 2494)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5419 - Inventory, lists of debts and reports by receiver.

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.
(Added to NRS by 2019, 2494)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.542 - Creditors’ proofs of claims; when participation barred; notice.

All creditors shall present and make proof to the receiver of their respective claims against the limited-liability company within 6 months from the date of appointment of the receiver or trustee for the company, or sooner if the court shall order and direct, and all creditors and claimants failing to do so within the time limited by this section, or the time prescribed by the order of the court, shall by the direction of the court be barred from participating in the distribution of the assets of the company. The court shall also prescribe what notice, by publication or otherwise, shall be given to creditors of such limitation of time.
(Added to NRS by 2019, 2494)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5421 - Creditors’ claims to be in writing under oath; examination of claimants.

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.
(Added to NRS by 2019, 2494)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5422 - Action on creditors’ claims; appeal of disallowed claims.

1. The clerk of the district court, immediately upon the expiration of the time fixed for the filing of claims, shall notify the trustee or receiver of the filing of the claims. The trustee or receiver shall inspect the claims and within 30 days notify each claimant of his or her decision. The trustee or receiver may require all creditors whose claims are disputed to submit themselves to an examination in relation to their claims, and to produce such books and papers relating to their claims as the trustee or receiver requests. The trustee or receiver may examine, under oath or affirmation, all witnesses produced before him or her regarding the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of the determination.
2. Every creditor or claimant who has received notice from the receiver or trustee that his or her claim has been disallowed in whole or in part may appeal to the district court within 30 days thereafter. The court, after a hearing, shall determine the rights of the parties.
(Added to NRS by 2019, 2494)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5423 - Substitution of receiver as party; abatement of actions.

1. A receiver, upon application by him or her, shall be substituted as party plaintiff or complainant in the place and stead of the limited-liability company in any suit or proceeding at law or in equity which was pending at the time of the receiver’s appointment.
2. No action against a receiver of a company shall abate by reason of the receiver’s death, but, upon suggestion of the facts on the record, shall be continued against the receiver’s successor, or against the company in case no new receiver be appointed.
(Added to NRS by 2019, 2494)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5424 - Sales of encumbered or deteriorating property.

Where property of an insolvent limited-liability company is at the time of the appointment of a receiver encumbered with mortgages or other liens, the legality of which is brought in question, or the property is of a character which will materially deteriorate in value pending the litigation, the district court may order the receiver to sell the same, clear of encumbrances, at public or private sale, for the best price that can be obtained, and pay the money into court, there to remain subject to the same liens and equities of all parties in interest as was the property before sale, to be disposed of as the court shall direct.
(Added to NRS by 2019, 2495)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5425 - Compensation, costs and expenses of receiver.

Before distribution of the assets of an insolvent limited-liability company among the creditors or members, the district court shall allow a reasonable compensation to the receiver for his or her services and the costs and expenses of the administration of the trust, and the cost of the proceedings in the court, to be first paid out of the assets.
(Added to NRS by 2019, 2495)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5426 - Distribution of money to creditors and members.

After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the limited-liability company to the extent of their lawful priority, the creditors shall be paid proportionately to the amount of their respective debts, excepting mortgage and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors. The creditors shall be entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the same. Unless otherwise provided in the articles of organization or operating agreement, the surplus funds, if any, after payment of the creditors and the costs, expenses and allowances, shall be distributed among the members or their legal representatives in respect of their contributions to capital.
(Added to NRS by 2019, 2495)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5427 - Acts of majority of receivers effectual; removal and vacancies.

1. Every matter and thing by this chapter required to be done by receivers or trustees shall be good and effectual, to all intents and purposes, if performed by a majority of them.
2. The district court may remove any receiver or trustee and appoint another or others in his or her place to fill any vacancy which may occur.
(Added to NRS by 2019, 2495)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5428 - Employees’ liens for wages when company insolvent.

1. Whenever any limited-liability company becomes insolvent or is dissolved in any way or for any cause, the employees doing labor or service, of whatever character, in the regular employ of the company, have a lien upon the assets thereof for the amount of wages due to them, not exceeding $1,000, which have been earned within 3 months before the date of the insolvency or dissolution, which must be paid before any other debt of the company.
2. The word "employees" does not include any of the managers or managing members of the company.
(Added to NRS by 2019, 2495)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.543 - Law governing organization, internal affairs and liability of managers and members.

Subject to the Constitution of this State:
1. The laws of the state, pursuant to which a foreign limited-liability company is organized, govern its organization, internal affairs and the liability of its managers and members; and
2. A foreign limited-liability company may not be denied registration by reason of any difference between the laws of the state of organization and the laws of this State.
(Added to NRS by 2001, 1386; A 2001, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.544 - Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration.

1. Before transacting business in this State, a foreign limited-liability company must register with the Secretary of State. A person shall not register a foreign limited-liability company with the Secretary of State for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
2. In order to register, a foreign limited-liability company must submit to the Secretary of State an application for registration as a foreign limited-liability company, signed by a manager of the company or, if management is not vested in a manager, a member of the company, or by some other person specifically authorized by the foreign limited-liability company to sign the application. The application for registration must set forth:
(a) The name of the foreign limited-liability company and, if different, the name under which it proposes to register and transact business in this State;
(b) The jurisdiction and date of its formation;
(c) A declaration of the existence of the foreign limited-liability company and that the foreign limited-liability company is in good standing in the jurisdiction in which it was formed;
(d) The information required pursuant to NRS 77.310;
(e) A statement that the Secretary of State is appointed the agent of the foreign limited-liability company for service of process if the authority of the registered agent has been revoked, or if the registered agent has resigned or cannot be found or served with the exercise of reasonable diligence;
(f) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited-liability company;
(g) The name and business address of each manager or, if management is not vested in a manager, each member;
(h) The address of the office at which is kept a list of the names and addresses of the members and their capital contributions, together with an undertaking by the foreign limited-liability company to keep those records until the registration in this State of the foreign limited-liability company is cancelled or withdrawn; and
(i) If the foreign limited-liability company has one or more series of members and if the debts or liabilities of a series are enforceable against the assets of that series only and not against the assets of the company generally or another series, a statement to that effect.
(Added to NRS by 2001, 1386; A 2001, 3199; 2003, 3141; 2005, 2197; 2007, 2675; 2013, 859)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.545 - Issuance of certificate of registration by Secretary of State.

If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of State shall issue a certificate of registration to transact business in this State and mail it to the person who filed the application or the person’s representative.
(Added to NRS by 2001, 1387; A 2001, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.546 - Name for registration.

A foreign limited-liability company may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, which contains the words required by NRS 86.171 and which could be registered by a domestic limited-liability company.
(Added to NRS by 2001, 1387; A 2001, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.54615 - 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.

1. A foreign limited-liability company shall maintain at its principal office in this State or with its custodian of records whose name and street address are available at the company’s registered office a current list of each member and manager.
2. Upon the request of the Secretary of State, the foreign limited-liability company 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-liability company 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-liability company 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 registration of the foreign limited-liability company.
5. The Secretary of State shall not reinstate or revive a registration that was revoked or suspended pursuant to subsection 4 unless:
(a) The foreign limited-liability company 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 registration.
6. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2007, 1323; A 2009, 2839; 2015, 1291)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5462 - Additional filing requirements for certain companies: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 86.5461, a foreign limited-liability company that meets the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.
2. A foreign limited-liability company must submit a statement pursuant to this section if the foreign limited-liability company, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within this State for any product sold or distributed by the foreign limited-liability company within this State; and
(b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the foreign limited-liability company, its parent or its subsidiaries in any jurisdiction within the United States, including all state and federal investigations:
(1) Which concern any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similar activities prohibited by a substantially similar law of another jurisdiction; and
(2) Which resulted in the foreign limited-liability company being fined or otherwise penalized or which resulted in the foreign limited-liability company being required to divest any holdings or being unable to acquire any holdings as a condition for the settlement, dismissal or resolution of those investigations.
3. A foreign limited-liability company that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation.
(d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the foreign limited-liability company and whether the foreign limited-liability company was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General’s Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440.
(Added to NRS by 2003, 20th Special Session, 61; A 2021, 3547)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5463 - Certificate of authorization to transact business.

If a foreign limited-liability company has filed the initial or annual list in compliance with NRS 86.5461 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign limited-liability company constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.
(Added to NRS by 2003, 20th Special Session, 61)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5464 - Addresses of managers or managing members required; failure to file.

1. Each list required to be filed under the provisions of NRS 86.5461 to 86.5468, inclusive, must, after the name of each manager or, if there is no manager, each of its managing members listed thereon, set forth the address, either residence or business, of each manager or managing member.
2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign limited-liability company for which the list has been offered for filing is subject to all the provisions of NRS 86.5461 to 86.5468, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
(Added to NRS by 2003, 20th Special Session, 62)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5465 - Defaulting companies: Identification; forfeiture of right to transact business; penalty.

1. Each foreign limited-liability company which is required to make a filing and pay the fee prescribed in NRS 86.5461 to 86.5468, inclusive, and which refuses or neglects to do so within the time provided is in default.
2. For default there must be added to the amount of the fee a penalty of $75, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign limited-liability company occurs, the defaulting foreign limited-liability company by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
(Added to NRS by 2003, 20th Special Session, 62)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5466 - Defaulting companies: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited-liability company deemed in default pursuant to NRS 86.5465. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
2. Immediately after the last day of the month in which the anniversary date of its organization occurs, the Secretary of State shall compile a complete list containing the names of all foreign limited-liability companies whose right to transact business has been forfeited.
3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited-liability company specified in subsection 2 of the forfeiture of its right to transact business. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
(Added to NRS by 2003, 20th Special Session, 62; A 2007, 2676)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5467 - Defaulting companies: Conditions and procedure for reinstatement.

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.
(Added to NRS by 2003, 20th Special Session, 62; A 2007, 1325, 2426, 2677; 2013, 861; 2019, 922)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5468 - Defaulting companies: Reinstatement or revival under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign limited-liability company applies to reinstate or revive its registration 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 whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign limited-liability company must in its application for reinstatement or revival submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate or revive the foreign limited-liability company under that new name.
2. If the applying foreign limited-liability company submits the written, acknowledged consent of the artificial person having a name, or the person who has reserved a name, which is not distinguishable from the old name of the applying foreign limited-liability company 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.
(Added to NRS by 2003, 20th Special Session, 63; A 2015, 1292)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5469 - Cancellation of registration without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a foreign limited-liability company whose right to transact business in this State has been revoked to cancel its registration without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 86.561, if the foreign limited-liability company provides evidence satisfactory to the Secretary of State that the foreign limited-liability company did not transact business in this State:
(a) During the entire period for which its right to transact business in this State was revoked; or
(b) During a portion of the period for which its right to transact business in this State was revoked and the foreign limited-liability company paid the fees and penalties for the portion of that period in which the foreign limited-liability company transacted business in this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1288)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.547 - Cancellation of registration.

1. A foreign limited-liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a manager of the company or, if management is not vested in a manager, a member of the company. The certificate, which must be accompanied by the required fees, must set forth:
(a) The name of the foreign limited-liability company;
(b) The effective date and time of the cancellation if other than the time of the filing of the certificate of cancellation with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and
(c) Any other information deemed necessary by the manager of the company or, if management is not vested in a manager, a member of the company.
2. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. A cancellation pursuant to this section does not terminate the authority of the Secretary of State to accept service of process on the foreign limited-liability company with respect to causes of action arising from the transaction of business in this State by the foreign limited-liability company.
(Added to NRS by 2001, 1387; A 2001, 3199; 2003, 20th Special Session, 71; 2005, 2197; 2011, 2801)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.548 - Penalty for transacting business without registration; enforcement; regulations.

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.
(Added to NRS by 2001, 1387; A 2001, 3199; 2009, 1698; 2013, 862)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.5487 - Determination of whether solicitation is made or accepted.

1. For the purposes of NRS 86.5483, a solicitation of a deposit is made in this State, whether or not either party is present in this State, if the solicitation:
(a) Originates in this State; or
(b) Is directed by the solicitor to a destination in this State and received where it is directed, or at a post office in this State if the solicitation is mailed.
2. A solicitation of a deposit is accepted in this State if acceptance:
(a) Is communicated to the solicitor in this State; and
(b) Has not previously been communicated to the solicitor, orally or in writing, outside this State.
Acceptance is communicated to the solicitor in this State, whether or not either party is present in this State, if the depositor directs it to the solicitor reasonably believing the solicitor to be in this State and it is received where it is directed, or at any post office in this State if the acceptance is mailed.
3. A solicitation made in a newspaper or other publication of general, regular and paid circulation is not made in this State if the publication:
(a) Is not published in this State; or
(b) Is published in this State but has had more than two-thirds of its circulation outside this State during the 12 months preceding the solicitation.
If a publication is published in editions, each edition is a separate publication except for material common to all editions.
4. A solicitation made in a radio or television program or other electronic communication received in this State which originates outside this State is not made in this State. A radio or television program or other electronic communication shall be deemed to have originated in this State if the broadcast studio or origin of the source of transmission is located within the State, unless:
(a) The program or communication is syndicated and distributed from outside this State for redistribution to the general public in this State;
(b) The program is supplied by a radio, television or other electronic network whose electronic signal originates outside this State for redistribution to the general public in this State;
(c) The program or communication is an electronic signal that originates outside this State and is captured for redistribution to the general public in this State by a community antenna or cable, radio, cable television or other electronic system; or
(d) The program or communication consists of an electronic signal which originates within this State, but which is not intended for redistribution to the general public in this State.
(Added to NRS by 2003, 3135)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.549 - Action by Attorney General to restrain transaction of business.

The Attorney General may bring an action to restrain a foreign limited-liability company from transacting business in this State in violation of NRS 86.543 to 86.549, inclusive.
(Added to NRS by 2001, 1387; A 2001, 3199; 2003, 3141; 2015, 1293)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.555 - Issuance of occupational or professional license to limited-liability company by board or commission; regulations.

1. Except as otherwise provided by statute, an agency, board or commission that regulates an occupation or profession pursuant to title 54, 55 or 56 or chapter 641D of NRS may grant a license to a limited-liability company or a foreign limited-liability company if the agency, board or commission is authorized to grant a license to a corporation formed pursuant to chapter 78 of NRS.
2. An agency, board or commission that makes a license available to a limited-liability company or foreign limited-liability company pursuant to subsection 1 shall adopt regulations:
(a) Listing the persons in the limited-liability company or foreign limited-liability company who must qualify for the license or indicating that the agency, board or commission will use other means to determine whether the limited-liability company or foreign limited-liability company qualifies for a license;
(b) Listing the persons who may engage in the activity for which the license is required on behalf of the limited-liability company or foreign limited-liability company;
(c) Indicating whether the limited-liability company or foreign limited-liability company may engage in a business other than the business for which the license is required;
(d) Listing the changes, if any, in the management or control of the limited-liability company or foreign limited-liability company that require notice, review, approval or other action by the agency, board or commission; and
(e) Setting forth the conditions under which a limited-liability company or foreign limited-liability company may obtain a license.
3. An agency, board or commission that adopts regulations pursuant to subsection 2 shall not impose a restriction or requirement on a limited-liability company or foreign limited-liability company which is significantly different from or more burdensome than the restrictions or requirements imposed on a partnership or corporation.
(Added to NRS by 1997, 714; A 2021, 1603)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.557 - Form required for filing of records.

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.
(Added to NRS by 2003, 20th Special Session, 59)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.561 - Fees.

1. The Secretary of State shall charge and collect for:
(a) Filing the original articles of organization, or for registration of a foreign company, $75;
(b) Amending or restating the articles of organization, amending the registration of a foreign company or filing a certificate of correction, $175;
(c) Filing the articles of dissolution of a domestic or foreign company, $100;
(d) Certifying a copy of articles of organization or an amendment to the articles, $30;
(e) Certifying an authorized printed copy of this chapter, $30;
(f) Reserving a name for a limited-liability company, $25;
(g) Filing a certificate of cancellation, $100;
(h) Signing, filing or certifying any other record, $50; and
(i) Copies provided by the Office of the Secretary of State, $2 per page.
2. The Secretary of State shall charge and collect, at the time of any service of process on the Secretary of State as agent for service of process of a limited-liability company, $100 which may be recovered as taxable costs by the party to the action causing the service to be made if the party prevails in the action.
3. Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.
(Added to NRS by 1991, 1305; A 1993, 1017; 1995, 1131; 2001, 1395, 3182, 3199; 2003, 3141; 2003, 20th Special Session, 72; 2005, 2261; 2007, 2677; 2010, 26th Special Session, 73)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.563 - Procedure to submit replacement page to Secretary of State before actual filing of record.

Before the issuance of members’ interests an organizer, and after the issuance of members’ interests, a manager, of a limited-liability company may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record. The signed authorization of the organizer or manager to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.
(Added to NRS by 1997, 2812; A 1999, 1611; 2001, 109; 2003, 3142)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.566 - Filing of records written in language other than English.

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.
(Added to NRS by 1995, 1126; A 2003, 3142)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.568 - Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

1. A limited-liability company may correct a record filed in the Office of the Secretary of State with respect to the limited-liability company if the record contains an inaccurate description of a company action or was defectively signed, attested, sealed, verified or acknowledged, including, without limitation, if the record was filed erroneously.
2. To correct a record, the limited-liability company must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited-liability company;
(2) Describes the record, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;
(4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and
(5) Is signed by a manager of the company or, if management is not vested in a manager, by a member of the company, or by some other person specifically authorized by the company to sign the certificate.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.
4. If a limited-liability company has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the limited-liability company may cancel the filing by:
(a) Filing a statement of cancellation with the Secretary of State; and
(b) Paying a fee of $50.
(Added to NRS by 2001, 1385; A 2001, 3197, 3199; 2003, 3142; 2003, 20th Special Session, 72; 2009, 2839; 2013, 863; 2023, 377)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.571 - Waiver of notice.

When, under the provisions of this chapter or under the provisions of the articles of organization or operating agreement of a limited-liability company, notice is required to be given to a member or to a manager of the company, if it has a manager or managers, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated in it, is equivalent to the giving of notice.
(Added to NRS by 1991, 1304)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.590 - Renewal or revival of charter: Status of company.

A limited-liability company that has revived or renewed its charter pursuant to the provisions of this chapter:
1. Is a limited-liability company and continues to be a limited-liability company for the time stated in the certificate of revival or renewal;
2. Possesses the rights, privileges and immunities conferred by the original charter and by this chapter; and
3. Is subject to the restrictions and liabilities set forth in this chapter.
(Added to NRS by 1999, 1611; A 2001, 101)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.020 - Definitions.

As used in NRS 87.010 to 87.430, inclusive, unless the context otherwise requires:
1. "Bankrupt" includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent act.
2. "Conveyance" includes every assignment, lease, mortgage or encumbrance.
3. "Court" includes every court and judge having jurisdiction in the case.
4. "Real property" includes land and any interest or estate in land.
5. "Registered limited-liability partnership" means a partnership formed pursuant to an agreement governed by NRS 87.010 to 87.430, inclusive, and registered pursuant to and complying with NRS 87.440 to 87.560, inclusive.
[2:74:1931; 1931 NCL § 5028.01]—(NRS A 1985, 502; 1995, 1470; 1999, 1616; 2001, 101, 2724; 2003, 3143; 2005, 440; 2007, 2427; 2015, 1296)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.025 - Applicability.

The provisions of NRS 87.010 to 87.430, inclusive, apply to a partnership:
1. Which was formed before July 1, 2006, and which does not voluntarily elect to be governed by the provisions of NRS 87.4301 to 87.4357, inclusive; or
2. Which is formed on or after July 1, 2006, and which voluntarily elects to be governed by the provisions of NRS 87.010 to 87.430, inclusive.
(Added to NRS by 2005, 421)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.030 - Interpretation of knowledge and notice.

1. A person has "knowledge" of a fact within the meaning of NRS 87.010 to 87.430, inclusive, not only when the person has actual knowledge thereof, but also when the person has knowledge of such other facts as in the circumstances shows bad faith.
2. A person has "notice" of a fact within the meaning of NRS 87.010 to 87.430, inclusive, when the person who claims the benefit of the notice:
(a) States the fact to such person, or
(b) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his or her place of business or residence.
[3:74:1931; 1931 NCL § 5028.02]—(NRS A 2005, 441)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.040 - Rules of construction.

1. The rule that statutes in derogation of the common law are to be strictly construed has no application to NRS 87.010 to 87.430, inclusive.
2. The law of estoppel applies to NRS 87.010 to 87.430, inclusive.
3. The law of agency applies to NRS 87.010 to 87.430, inclusive.
4. The Uniform Partnership Act must be interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.
5. The provisions of NRS 87.010 to 87.430, inclusive, shall not be construed so as to impair the obligations of any contract existing on July 1, 1931, nor to affect any action or proceedings begun or right accrued before July 1, 1931.
[4:74:1931; 1931 NCL § 5028.03]—(NRS A 2005, 441)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.050 - Rules for cases not provided for in NRS 87.010 to 87.430, inclusive.

In any case not provided for in NRS 87.010 to 87.430, inclusive, the rules of law and equity, including the law merchant, govern.
[5:74:1931; 1931 NCL § 5028.04]—(NRS A 2005, 441)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.060 - Partnership defined.

1. Except as otherwise provided in subsection 2, a partnership is an association of two or more persons to carry on as co-owners a business for profit, and includes a registered limited-liability partnership.
2. Any association formed under any other statute of this State, or any statute adopted by authority, other than the authority of this State, is not a partnership under NRS 87.010 to 87.430, inclusive, unless the association would have been a partnership in this State before July 1, 1931. The provisions of NRS 87.010 to 87.430, inclusive, apply to limited partnerships except in so far as the statutes relating to such partnerships are inconsistent with it.
[6:74:1931; 1931 NCL § 5028.05]—(NRS A 1995, 1471; 2005, 442)