reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 84 - Corporations Sole › NRS 84.120 - Resignation of registered agent or termination of registration of commercial registered agent.

1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330, the corporation sole, before the effective date of the resignation or termination, shall file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340.
2. A corporation sole that fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 84.140.
3. As used in this section, "commercial registered agent" has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 1995, 1124; A 1999, 1609; 2003, 3133; 2003, 20th Special Session, 57; 2007, 2667; 2013, 855; 2015, 1288)
2023 Nevada Revised Statutes › Chapter 84 - Corporations Sole › NRS 84.140 - Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each corporation sole deemed in default pursuant to the provisions of this chapter. The notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
2. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the corporation sole is revoked and its right to transact business is forfeited.
3. The Secretary of State shall compile a complete list containing the names of all corporations sole whose right to transact business has been forfeited.
4. The Secretary of State shall forthwith notify, by providing written notice to its registered agent, each corporation specified in subsection 3 of the forfeiture of its charter. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
(Added to NRS by 1995, 1123; A 2003, 20th Special Session, 58; 2007, 2668)
2023 Nevada Revised Statutes › Chapter 84 - Corporations Sole › NRS 84.150 - Defaulting corporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any corporation sole which has forfeited its right to transact business under the provisions of this chapter and restore the right to carry on business in this State and exercise its corporate privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The information required pursuant to NRS 77.310; and
(2) 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 archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent, other presiding officer or member of the clergy of a church or religious society or denomination, who has been chosen, elected or appointed in conformity with the constitution, canons, rites, regulations or discipline of the church or religious society or denomination, and in whom is vested the legal title to property held for the purposes, use or benefit of the church or religious society or denomination; and
(b) Except as otherwise provided in NRS 231.14057, pays to the Secretary of State the:
(1) Filing fees and penalties set forth in this chapter for each year or portion thereof during which its charter has been revoked; and
(2) Fee for reinstatement set forth in paragraph (c) of subsection 2 of NRS 84.110.
2. When the Secretary of State reinstates the corporation to its former rights, the Secretary of State shall:
(a) Immediately issue and deliver to the corporation a certificate of reinstatement authorizing it to transact business, as if the fees had been paid when due; and
(b) Upon demand, issue to the corporation a certified copy of the certificate of reinstatement.
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 its charter occurred only by reason of its failure to pay the fees and penalties.
4. If a corporate charter has been revoked pursuant to the provisions of this chapter and has remained revoked for 10 consecutive years, the charter must not be reinstated.
5. A reinstatement pursuant to this section relates back to the date on which the corporation forfeited its right to transact business under the provisions of this chapter and reinstates the corporation’s right to transact business as if such right had at all times remained in full force and effect.
(Added to NRS by 1995, 1124; A 2003, 3133; 2007, 2423, 2669; 2013, 855; 2017, 2191; 2019, 920)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.011 - Definitions.

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.022 to 86.1255, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1991, 1292; A 1993, 1012; 1995, 2107; 1999, 1611; 2001, 1388, 3199; 2003, 3136; 2005, 2190; 2007, 2669; 2009, 1693; 2011, 2798; 2013, 1276; 2021, 1514)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.022 - "Articles" and "articles of organization" defined.

"Articles" and "articles of organization" are synonymous terms and, unless the context otherwise requires, include certificates and restated articles of organization filed pursuant to NRS 86.221 and articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270.
(Added to NRS by 2001, 1384; A 2001, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.055 - "In interest" defined.

"In interest," when used in reference to a stated proportion and:
1. In reference to a limited-liability company, means such proportion of the total contributions of the members to the capital of the limited-liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members.
2. In reference to a series, means such proportion of the total contributions of the members to the capital of the series, as adjusted from time to time to properly reflect any additional contributions or withdrawals from the series by the members associated with the series.
(Added to NRS by 2021, 1513)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.061 - "Limited-liability company" and "company" defined.

"Limited-liability company" or "company" means a limited-liability company organized by filing articles of organization with the Secretary of State and existing under this chapter, including a restricted limited-liability company.
(Added to NRS by 1991, 1292; A 2009, 1693; 2017, 2777)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.095 - "Noneconomic member" defined.

1. "Noneconomic member" means a member of a limited-liability company who:
(a) Does not own a member’s interest in the company;
(b) Does not have an obligation to contribute capital to the company;
(c) Does not have a right to participate in or receive distributions from the company or an obligation to contribute to the losses of the company; and
(d) May have voting rights and other rights and privileges given to noneconomic members of the company by the articles of organization or operating agreement.
2. As used in this section, "distribution" has the meaning ascribed to it in NRS 86.279.
(Added to NRS by 2001, 1384; A 2001, 3199; 2021, 1514)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.105 - "Personal representative" defined.

"Personal representative" means:
1. In reference to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof.
2. In reference to a person other than a natural person, the legal representative or successor thereof.
(Added to NRS by 2013, 1275)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.121 - "Registered office" defined.

"Registered office" of a limited-liability company means the office maintained at the street address of its registered agent.
(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126; 2007, 2669)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.1255 - "Series" and "series of members" defined.

"Series" and "series of members" are synonymous terms and, unless the context otherwise requires, means a limited-liability company whose creation has been authorized pursuant to subsection 2 of NRS 86.296 by a limited-liability company formed by filing articles of organization with the Secretary of State pursuant to NRS 86.151.
(Added to NRS by 2005, 2189; A 2017, 2777)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.131 - Applicability of chapter to foreign and interstate commerce.

The provisions of this chapter apply to commerce with foreign nations and among the several states. It is the intention of the Legislature by enactment of this chapter that the legal existence of limited-liability companies formed under this chapter, and any series thereof, be recognized beyond the limits of this State and that, subject to any reasonable requirement of registration, any such company transacting business outside this State be granted protection of full faith and credit under Section 1 of Article IV of the Constitution of the United States.
(Added to NRS by 1991, 1304; A 2019, 104)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.135 - Amendment or repeal of provisions of chapter; chapter deemed part of articles of company.

The provisions of this chapter may be amended or repealed at the pleasure of the legislature. A limited-liability company created pursuant to the provisions of this chapter or availing itself of any of the provisions of this chapter and all members and managers of the limited-liability company are bound by the amendment. An amendment or repeal does not take away or impair any remedy against a limited-liability company or its managers or members for a liability that has been previously incurred. The provisions of this chapter and all amendments thereof are a part of the articles of every limited-liability company.
(Added to NRS by 2001, 1385; A 2001, 3199)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.137 - Secretary of State authorized to adopt certain regulations to allow limited-liability company to carry out powers and duties through most recent technology.

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms "meeting," "writing," "written" and other terms to allow a limited-liability company or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.
(Added to NRS by 2011, 779; A 2019, 2823)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.138 - Company records: Manner of storage; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

1. Except as otherwise required by federal or state law, any records maintained by a limited-liability company in its regular course of business may be kept on, or by means of, any information processing system or other information storage device or medium, including, without limitation, a blockchain, or in the form of an electronic record.
2. A limited-liability company shall convert within a reasonable time any records that are kept in a manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to obtain or examine the records maintained by the company pursuant to any provision of this chapter. If a requested record is kept on, or by means of, a blockchain, the limited-liability company is not required to convert the entire blockchain into paper form but shall be deemed to comply with the requirements of this subsection by converting the requested record into paper form.
3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
(Added to NRS by 2019, 2823)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.141 - Purpose for organization; prohibition against organization of limited-liability company for certain illegal purposes.

1. Except as otherwise provided in subsection 2, a limited-liability company may be organized under this chapter for any lawful purpose. A person shall not organize a limited-liability company 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. A limited-liability company may not be organized for the purpose of insurance unless approved to do so by the Commissioner of Insurance.
(Added to NRS by 1991, 1293; A 1995, 496; 2005, 2257; 2013, 856)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.151 - Filing requirements.

1. One or more persons may form a limited-liability company by signing and filing with the Secretary of State articles of organization for the company.
2. Upon the filing of the articles of organization with the Secretary of State and the payment of the required filing fees, the Secretary of State shall issue to the company a certificate that the articles, containing the required statement of facts, have been filed.
3. A signer of the articles of organization or a manager designated in the articles does not thereby become a member of the company. Except as otherwise provided in NRS 86.491, at all times after commencement of business by the company, the company must have one or more members. The filing of the articles does not, by itself, constitute commencement of business by the company.
(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 715; 1999, 1611; 2003, 3136; 2007, 2669; 2013, 1276)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.161 - Articles of organization: Required and optional provisions.

1. The articles of organization must set forth:
(a) The name of the limited-liability company;
(b) The information required pursuant to NRS 77.310;
(c) The name and address, either residence or business, of each of the organizers signing the articles;
(d) If the company is to be managed by:
(1) One or more managers, the name and address, either residence or business, of each initial manager; or
(2) The members, the name and address, either residence or business, of each initial member;
(e) If the company is authorized to have one or more series of members, a statement to that effect; and
(f) If the company is to be a restricted limited-liability company, a statement to that effect.
2. The articles may set forth any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.
3. It is not necessary to set out in the articles of organization:
(a) The rights of the members to contract debts on behalf of the limited-liability company if the limited-liability company is managed by its members;
(b) The rights of the manager or managers to contract debts on behalf of the limited-liability company if the limited-liability company is managed by a manager or managers; or
(c) Any of the powers enumerated in this chapter.
(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 716; 1999, 1612; 2003, 3136; 2003, 20th Special Session, 63; 2005, 2190; 2007, 2670; 2009, 1694; 2017, 2777)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.176 - Name of company: Reservation; injunctive relief.

1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 86.171, for the use of any proposed limited-liability company. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.
2. The use by any other artificial person of a name in violation of subsection 1 or NRS 86.171 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.
(Added to NRS by 1993, 1009; A 1999, 1613; 2003, 3138)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.201 - Commencement of organizational existence.

1. A limited-liability company is considered legally organized pursuant to this chapter:
(a) At the time of the filing of the articles of organization with the Secretary of State; and
(b) Upon paying the required filing fees to the Secretary of State.
2. A limited-liability company must not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the company is considered legally organized pursuant to subsection 1.
3. A limited-liability company is an entity distinct from its managers and members.
(Added to NRS by 1991, 1294; A 1993, 1014; 1995, 1127, 2108; 2001, 1388, 3199; 2007, 2424, 2670; 2011, 2798; 2015, 3239)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.211 - Articles of organization: Notice imparted by filing.

The fact that the articles of organization are on file in the Office of the Secretary of State is notice that the limited-liability company is a limited-liability company and is notice of all other facts set forth therein which are required to be set forth in the articles of organization, unless the existence and facts set forth have been rebutted and made a part of a record of any court of competent jurisdiction.
(Added to NRS by 1991, 1294)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.213 - Penalty for purporting to do business as limited-liability company without filing articles of organization; enforcement; regulations.

1. Every person, other than a foreign limited-liability company, who is purporting to do business in this State as a limited-liability company and who willfully fails or neglects to file with the Secretary of State articles of organization is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.
2. When the Secretary of State is advised that a person is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person’s principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.
3. In the course of an investigation of a violation of this section, the Secretary of State may require a person to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
4. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2009, 1691; A 2013, 856)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.216 - Amendment of articles of organization before issuance of member’s interest.

1. For 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 amend the articles of organization of the limited-liability company by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that:
(a) The signers thereof are at least two-thirds of the organizers or the managers of the limited-liability company, and state the name of the limited-liability company; and
(b) As of the date of the certificate, no member’s interest in the limited-liability company has been issued.
2. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. If a certificate filed pursuant to this section specifies a later effective date and if no member’s interest in the limited-liability company has been issued, the managers of the limited-liability company may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:
(a) Is filed before the effective date specified in the certificate filed with the Secretary of State pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that no member’s interest in the limited-liability company has been issued;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by at least two-thirds of the managers; and
(f) Is accompanied by a filing fee of $175.
4. This section does not permit the insertion of any matter not in conformity with this chapter.
(Added to NRS by 2005, 2189; A 2011, 2798)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.221 - Amendment and restatement of articles of organization.

1. The articles of organization of a limited-liability company may be amended for any purpose, not inconsistent with law, as determined by all of the members or permitted by the articles or an operating agreement.
2. Except as otherwise provided in NRS 77.340, an amendment must be made in the form of a certificate setting forth:
(a) The name of the limited-liability company;
(b) Whether the limited-liability company is managed by managers or members; and
(c) The amendment to the articles of organization.
3. The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.
4. Restated articles of organization may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the articles in any manner, it must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of organization on file with the Secretary of State are being altered or amended.
5. The following may be omitted from the restated articles of organization:
(a) The names, addresses, signatures and acknowledgments of the organizers;
(b) The names and addresses of the past and present members or managers; and
(c) The information required pursuant to NRS 77.310.
6. A certificate of amendment or restated articles of organization filed pursuant to this section are effective at the time of the filing of the certificate or restated articles with the Secretary of State or upon a later date and time as specified in the certificate or restated articles, which date must not be more than 90 days after the date on which the certificate or restated articles are filed. If a certificate or restated articles filed pursuant to this section specify a later effective date but do not specify an effective time, the certificate or restated articles are effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1991, 1304; A 1993, 1014; 1995, 1127, 2108; 1997, 716; 1999, 1613; 2001, 1388, 3199; 2003, 3138; 2003, 20th Special Session, 65; 2005, 2192, 2259; 2007, 2671; 2011, 2799)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.226 - Filing and effectiveness of certificate of amendment or judicial decree of amendment.

1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State. A person who signs a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law, upon receipt of all required filing fees the Secretary of State shall file the certificate.
2. A certificate of amendment or judicial decree of amendment is effective at the time of the filing of the certificate or judicial decree with the Secretary of State or upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the certificate or judicial decree is filed. If a certificate or judicial decree filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the certificate or judicial decree is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. If a certificate filed pursuant to subsection 1 specifies a later effective date or a later effective date and time and if the resolution of the members approving the proposed amendment provides that one or more managers or, if management is not vested in a manager, one or more members may abandon the proposed amendment, then those managers or members may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:
(a) Is filed before the effective date and time specified in the certificate filed pursuant to subsection 1 or, if the certificate specifies a later effective date but does not specify an effective time, on or before the day preceding the specified later date;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and
(f) Is accompanied by a filing fee of $175.
(Added to NRS by 1993, 1009; A 1995, 2109; 1997, 717; 1999, 1613; 2001, 1388, 3180, 3199; 2003, 3138; 2003, 20th Special Session, 65; 2005, 2193; 2011, 2800)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.231 - Registered agent required; address of registered office.

A limited-liability company shall have a registered agent who must have a street address for the service of process. The street address of the registered agent is the registered office of the limited-liability company in this State.
(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 1127, 2109; 2007, 2671)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.236 - Registered agent of series; service of process, notice or demand upon series.

1. If the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the company shall be deemed to be the registered agent for each series of the limited-liability company.
2. Each series may be served with any legal process, notice or demand required or authorized by law by serving the registered agent of the limited-liability company which authorized the creation of the series.
(Added to NRS by 2017, 2777)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.246 - Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers; requirement to assist in criminal investigation; failure to comply; regulations.

1. Upon the request of the Secretary of State, a limited-liability company shall:
(a) Provide the Secretary of State with the name and contact information of the custodian of the list described in paragraph (a) of subsection 1 of NRS 86.241, if different than the registered agent for such company. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.
(b) Provide written notice to the Secretary of State within 10 days after any change in the custodian of the list described in paragraph (a) of subsection 1 of NRS 86.241.
2. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a 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 paragraph (a) of subsection 1 of NRS 86.241; or
(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.
3. If a limited-liability company fails to comply with any requirement pursuant to subsection 2, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the charter of the limited-liability company.
4. The Secretary of State shall not reinstate or revive a charter that was revoked or suspended pursuant to subsection 3 unless:
(a) The limited-liability company complies with the requirements of subsection 2; or
(b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the charter.
5. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2007, 1323; A 2009, 1696, 2836; 2017, 2192)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.251 - Resignation of registered agent or termination of registration of commercial registered agent.

1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330, the limited-liability company, before the effective date of the resignation or termination, shall file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340.
2. Each limited-liability company which fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 86.272 and 86.274.
3. As used in this section, "commercial registered agent" has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 1991, 1296; A 1993, 1016; 1995, 1128; 1999, 1614; 2003, 3139; 2003, 20th Special Session, 66; 2007, 2671; 2013, 856)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.261 - Service of process, notice or demand upon registered agent.

1. The registered agent appointed by a limited-liability company is an agent of the company upon whom any process, notice or demand required or permitted by law to be served upon the company may be served.
2. This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited-liability company in any other manner permitted by law.
(Added to NRS by 1991, 1296; A 1995, 1128; 1997, 474; 2007, 2672)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.264 - Additional filing requirements for certain companies: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 86.263, a 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 limited-liability company must submit a statement pursuant to this section if the 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 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 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 limited-liability company being fined or otherwise penalized or which resulted in the 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 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 limited-liability company and whether the 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, 58; A 2021, 3547)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.266 - Certificate of authorization to transact business.

If a limited-liability company has filed the initial or annual list in compliance with NRS 86.263 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the 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 formation occurs in the next succeeding calendar year.
(Added to NRS by 1993, 1010; A 1995, 1129; 1999, 1615; 2001, 3182; 2003, 20th Special Session, 68)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.269 - Addresses of managers and members required; failure to file.

1. Each list required to be filed under the provisions of NRS 86.263 must, after the name of each manager and member listed thereon, set forth the address, either residence or business, of each manager or 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 limited-liability company for which the list has been offered for filing is subject to the provisions of NRS 86.272 and 86.274 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 1993, 1010; A 2003, 3140; 2003, 20th Special Session, 68)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.272 - Defaulting companies: Identification; reinstatement; penalty.

1. Each limited-liability company which is required to make a filing and pay the fee prescribed in NRS 86.263 and 86.264 and which refuses or neglects to do so within the time provided is in default.
2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited-liability company which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the limited-liability company to be in default. If, after the limited-liability company is deemed to be in default, the Administrator notifies the Secretary of State that the limited-liability company has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the limited-liability company if the limited-liability company complies with the requirements for reinstatement as provided in this section and NRS 86.276.
3. For default there must be added to the amount of the fee a penalty of $75. The fee and penalty must be collected as provided in this chapter.
(Added to NRS by 1993, 1010; A 1995, 1129; 2001, 3182; 2003, 20th Special Session, 69; 2005, 2629; 2007, 2286)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.274 - Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each limited-liability company deemed in default pursuant to the provisions of this chapter. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
2. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the company is revoked and its right to transact business is forfeited.
3. The Secretary of State shall compile a complete list containing the names of all limited-liability companies whose right to transact business has been forfeited.
4. The Secretary of State shall forthwith notify, by providing written notice to its registered agent, each limited-liability company specified in subsection 3 of the forfeiture of its charter. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
5. If the charter of a limited-liability company is revoked and the right to transact business is forfeited, all of the property and assets of the defaulting company must be held in trust by the managers or, if none, by the members of the company, and the same proceedings may be had with respect to its property and assets as apply to the dissolution of a limited-liability company pursuant to NRS 86.505 and 86.521. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the charter, the proceedings must be dismissed and all property restored to the company.
6. If the assets are distributed, they must be applied in the following manner:
(a) To the payment of the filing fee, penalties incurred and costs due to the State; and
(b) To the payment of the creditors of the company.
Any balance remaining must be distributed among the members as provided in subsection 1 of NRS 86.521.
(Added to NRS by 1993, 1011; A 1995, 1130; 2001, 1389, 3199; 2003, 48; 2003, 20th Special Session, 69; 2007, 2673)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.276 - Defaulting companies: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4 and NRS 86.246, the Secretary of State shall reinstate any limited-liability company which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the company its right to carry on business in this State, and to exercise its privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by NRS 86.263;
(2) The statement required by NRS 86.264, 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 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 86.263 and 86.272 for each year or portion thereof during which it failed to file in a timely manner each required annual list;
(2) The fee set forth in NRS 86.264, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the limited-liability company, the Secretary of State shall issue to the company a certificate of reinstatement if the 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 charter occurred only by reason of failure to pay the fees and penalties.
4. If a company’s charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.
5. Except as otherwise provided in NRS 86.278, a reinstatement pursuant to this section relates back to the date on which the company forfeited its right to transact business under the provisions of this chapter and reinstates the company’s right to transact business as if such right had at all times remained in full force and effect.
(Added to NRS by 1993, 1011; A 1995, 1130; 1997, 2814; 2001, 1390, 3182, 3199; 2003, 20th Special Session, 70; 2007, 1325, 2424, 2674; 2013, 858; 2019, 921)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.278 - Defaulting companies: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a limited-liability company applies to reinstate its charter but its name has been legally acquired or reserved by any other artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the company shall submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the limited-liability company under that new name.
2. If the applying limited-liability company submits the written, acknowledged consent of the artificial person having the name, or the person reserving the name, which is not distinguishable from the old name of the applying company or a new name it has submitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name or any combination of these.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.
(Added to NRS by 1993, 1012; A 1997, 2814; 1999, 1615; 2003, 20th Special Session, 70)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.279 - "Distribution" defined.

As used in NRS 86.279 to 86.351, inclusive, unless the context otherwise requires, "distribution" means a direct or indirect transfer of money or property, other than its own member’s interests, or the incurrence of indebtedness, by a limited-liability company to or for the benefit of all holders of any one or more classes or series of its members’ interests with respect to such interests or as otherwise provided in the articles of organization or operating agreement.
(Added to NRS by 2021, 1514)
2023 Nevada Revised Statutes › Chapter 86 - Limited-Liability Companies › NRS 86.281 - General powers.

A limited-liability company organized and existing pursuant to this chapter, or any series thereof, may exercise the powers and privileges granted by this chapter and may:
1. Sue and be sued, complain and defend, in its name;
2. Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated;
3. Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;
4. Lend money to and otherwise assist its members;
5. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares, member’s interests or other interests in or obligations of domestic or foreign limited-liability companies, domestic or foreign corporations, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;
6. Make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the company may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income;
7. Lend, invest and reinvest its money and take and hold real property and personal property for the payment of money so loaned or invested;
8. Conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country;
9. Appoint managers and agents, define their duties and fix their compensation;
10. Cease its activities and terminate its existence in accordance with this chapter;
11. Exercise all powers necessary or convenient to effect any of the purposes for which the company or series is organized; and
12. Hold a license issued pursuant to the provisions of chapter 463 of NRS.
(Added to NRS by 1991, 1297; A 1993, 2011; 1997, 718; 2001, 1390, 3199; 2019, 106)