| CHAPTER 86
- LIMITED-LIABILITY COMPANIES
GENERAL PROVISIONS
NRS 86.011 Definitions.
NRS 86.022 “Articles” and “articles of
organization” defined.
NRS 86.031 “Bankrupt” defined.
NRS 86.051 “Foreign limited-liability company”
defined.
NRS 86.061 “Limited-liability company” and “company”
defined.
NRS 86.065 “Majority in interest” defined.
NRS 86.071 “Manager” defined.
NRS 86.081 “Member” defined.
NRS 86.091 “Member’s interest” defined.
NRS 86.095 “Noneconomic member” defined.
NRS 86.101 “Operating agreement” defined.
NRS 86.111 “Real property” defined.
NRS 86.116 “Record” defined.
NRS 86.121 “Registered office” defined.
NRS 86.125 “Resident agent” defined.
NRS 86.126 “Sign” defined.
NRS 86.127 “Signature” defined.
NRS 86.128 “Street address” defined.
NRS 86.131 Applicability of chapter to foreign and interstate
commerce.
NRS 86.135 Amendment or repeal of provisions of chapter;
chapter deemed part of articles of company.
ORGANIZATION
NRS 86.141 Purpose for organization.
NRS 86.151 Filing requirements.
NRS 86.155 Perpetual existence of company.
NRS 86.161 Articles of organization: Required and optional
provisions.
NRS 86.171 Name of company: Distinguishable name required;
availability of name of revoked, merged or otherwise terminated
company; limitations; regulations.
NRS 86.176 Name of company: Reservation; injunctive relief.
NRS 86.201 Commencement of organizational existence.
NRS 86.211 Articles of organization: Notice imparted by filing.
NRS 86.221 Amendment and restatement of articles of organization.
NRS 86.226 Filing of certificate of amendment or judicial
decree of amendment; effective date.
RESIDENT AGENT AND REGISTERED OFFICE
NRS 86.231 Resident agent required; address of registered
office; change of address.
NRS 86.235 Resident agent: Revocation of appointment; change
of name.
NRS 86.241 Maintenance of records at office in State; inspection
and copying of records.
NRS 86.251 Resident agent: Resignation; designation of successor
after death, resignation or movement from State.
NRS 86.261 Service of process, notice or demand upon resident
agent.
ANNUAL LIST; DEFAULTING COMPANIES
NRS 86.263 Filing requirements; fees; notice.
NRS 86.264 Additional filing requirements for certain companies:
Criteria; statement; fees.
NRS 86.266 Certificate of authorization to transact business.
NRS 86.269 Addresses of managers and members required; failure
to file.
NRS 86.272 Defaulting companies: Identification; penalty.
NRS 86.274 Defaulting companies: Duties of Secretary of State;
forfeiture; distribution of assets.
NRS 86.276 Defaulting companies: Conditions and procedure
for reinstatement.
NRS 86.278 Defaulting companies: Reinstatement under old
or new name; regulations.
OPERATION
NRS 86.281 General powers.
NRS 86.286 Operating agreement.
NRS 86.291 Management.
NRS 86.293 Noneconomic members.
NRS 86.296 Classes of members or managers.
NRS 86.301 Limitation on authority to contract debt or incur
liability.
NRS 86.311 Acquisition, ownership and disposition of property.
NRS 86.321 Contributions to capital: Form.
NRS 86.331 Resignation or withdrawal of member: Limitation;
payment to member who rightfully resigns or withdraws.
NRS 86.335 Resignation or withdrawal of member in violation
of operating agreement; loss of rights to participate upon
resignation or withdrawal.
NRS 86.341 Distribution of profits.
NRS 86.343 Distribution of profits and contributions: Prohibition;
applicable determinations; liability of member for violation.
NRS 86.346 Distributions: Form; status of member or transferee.
NRS 86.351 Nature and transfer of member’s interest;
rights of transferee; substituted members.
LIABILITY, INDEMNIFICATION AND INSURANCE
NRS 86.361 Liability of persons assuming to act as company
without authority.
NRS 86.371 Liability of member or manager for debts or liabilities
of company.
NRS 86.381 Member of company is not proper party in proceeding
by or against company; exception.
NRS 86.391 Liability of member to company.
NRS 86.401 Rights and remedies of creditor of member.
NRS 86.411 Indemnification of manager, member, employee or
agent: Proceeding other than by company.
NRS 86.421 Indemnification of manager, member, employee or
agent: Proceeding by company.
NRS 86.431 Indemnification of manager, member, employee or
agent: Scope; authorization.
NRS 86.441 Indemnification of member or manager: Advancement
of expenses.
NRS 86.451 Indemnification of manager, member, employee or
agent: Effect of provisions on other rights; continuation
after cessation of status.
NRS 86.461 Maintenance of insurance or other financial arrangements
against liability of member, manager, employee or agent.
NRS 86.471 Effect of providing insurance or other financial
arrangements against liability of member, manager, employee
or agent.
NRS 86.481 Exclusion of company which provides self-insurance
from title 57 of NRS.
DERIVATIVE ACTIONS
NRS 86.483 Authority of member to bring action.
NRS 86.485 Qualifications of plaintiff.
NRS 86.487 Pleading.
NRS 86.489 Expenses.
DISSOLUTION
NRS 86.491 Events requiring dissolution and winding up of
affairs; effect of certain events affecting member.
NRS 86.495 Dissolution by decree of court.
NRS 86.505 Continuation of company after dissolution for
winding up of affairs; limitation on actions by or against
dissolved company.
NRS 86.521 Distribution of assets after dissolution.
NRS 86.531 Articles of dissolution: Required provisions.
NRS 86.541 Articles of dissolution: Filing; effect of filing.
FOREIGN LIMITED-LIABILITY COMPANIES
NRS 86.543 Law governing organization, internal affairs and
liability of managers and members.
NRS 86.544 Filing requirements; required provisions of application
for registration.
NRS 86.545 Issuance of certificate of registration by Secretary
of State.
NRS 86.546 Name for registration.
NRS 86.5461 Annual list: Filing requirements; fees; powers
and duties of Secretary of State.
NRS 86.5462 Additional filing requirements for certain companies:
Criteria; statement; fees.
NRS 86.5463 Certificate of authorization to transact business.
NRS 86.5464 Addresses of managers or managing members required;
failure to file.
NRS 86.5465 Defaulting companies: Identification; forfeiture
of right to transact business; penalty.
NRS 86.5466 Defaulting companies: Duties of Secretary of
State.
NRS 86.5467 Defaulting companies: Conditions and procedure
for reinstatement.
NRS 86.5468 Defaulting companies: Reinstatement under old
or new name; regulations.
NRS 86.547 Cancellation of registration.
NRS 86.548 Transaction of business without registration.
NRS 86.5483 Activities not constituting transaction of business.
NRS 86.5487 Determination of whether solicitation is made
or accepted.
NRS 86.549 Action by Attorney General to restrain transaction
of business.
MISCELLANEOUS PROVISIONS
NRS 86.555 Issuance of occupational or professional license
to limited-liability company by board or commission; regulations.
NRS 86.557 Form required for filing of records.
NRS 86.561 Fees.
NRS 86.563 Procedure to submit replacement page to Secretary
of State before actual filing of record.
NRS 86.566 Filing of records written in language other than
English.
NRS 86.568 Correction of inaccurate or defective record filed
with Secretary of State.
NRS 86.571 Waiver of notice.
NRS 86.580 Renewal or revival of charter: Procedure; fee;
certificate as evidence.
NRS 86.590 Renewal or revival of charter: Status of company.
_________
GENERAL PROVISIONS
NRS 86.011 Definitions. As used in this chapter, unless the
context otherwise requires, the words and terms defined in
NRS 86.022 to 86.128, 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)
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)
NRS 86.031 “Bankrupt” defined. “Bankrupt”
is limited to the effect of the federal statutes codified
as Title 11 of the United States Code.
(Added to NRS by 1991, 1292)
NRS 86.051 “Foreign limited-liability company”
defined. “Foreign limited-liability company” means
a limited-liability company formed under the laws of any jurisdiction
other than this State.
(Added to NRS by 1991, 1292)
NRS 86.061 “Limited-liability company” and “company”
defined. “Limited-liability company” or “company”
means a limited-liability company organized and existing under
this chapter.
(Added to NRS by 1991, 1292)
NRS 86.065 “Majority in interest” defined. “Majority
in interest” means a majority of the interests in the
current profits of a limited-liability company.
(Added to NRS by 1995, 2106; A 1997, 715)
NRS 86.071 “Manager” defined. “Manager”
means a person, or one of several persons, designated in or
selected pursuant to the articles of organization or operating
agreement of a limited-liability company to manage the company.
(Added to NRS by 1991, 1293; A 1997, 715)
NRS 86.081 “Member” defined. “Member”
means the owner of a member’s interest in a limited-liability
company or a noneconomic member.
(Added to NRS by 1991, 1293; A 1997, 715; 2001, 1388, 3199)
NRS 86.091 “Member’s interest” defined.
“Member’s interest” means his share of the
economic interests in a limited-liability company, including
profits, losses and distributions of assets.
(Added to NRS by 1991, 1293; A 1997, 715)
NRS 86.095 “Noneconomic member” defined. “Noneconomic
member” means a member of a limited-liability company
who:
1. Does not own a member’s interest in the company;
2. Does not have an obligation to contribute capital to the
company;
3. Does not have a right to participate in or receive distributions
of profits of the company or an obligation to contribute to
the losses of the company; and
4. May have voting rights and other rights and privileges
given to noneconomic members of the company by the articles
of organization or operating agreement.
(Added to NRS by 2001, 1384; A 2001, 3199)
NRS 86.101 “Operating agreement” defined. “Operating
agreement” means any valid written agreement of the
members as to the affairs of a limited-liability company and
the conduct of its business.
(Added to NRS by 1991, 1293)
NRS 86.111 “Real property” defined. “Real
property” includes land, any interest, leasehold or
estate in land, and any improvements on it.
(Added to NRS by 1991, 1293)
NRS 86.116 “Record” defined. “Record”
means information that is inscribed on a tangible medium or
that is stored in an electronic or other medium and is retrievable
in perceivable form.
(Added to NRS by 2003, 3134)
NRS 86.121 “Registered office” defined. “Registered
office” of a limited-liability company means the office
maintained at the street address of its resident agent.
(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126)
NRS 86.125 “Resident agent” defined. “Resident
agent” means the agent appointed by the company upon
whom process or a notice or demand authorized by law to be
served upon the company may be served.
(Added to NRS by 1995, 2106)
NRS 86.126 “Sign” defined. “Sign”
means to affix a signature to a record.
(Added to NRS by 1999, 1610; A 2003, 3136)
NRS 86.127 “Signature” defined. “Signature”
means a name, word, symbol or mark executed or otherwise adopted,
or a record encrypted or similarly processed in whole or in
part, by a person with the present intent to identify himself
and adopt or accept a record. The term includes, without limitation,
an electronic signature as defined in NRS 719.100.
(Added to NRS by 1999, 1610; A 2001, 101, 2724; 2003, 3136)
NRS 86.128 “Street address” defined. “Street
address” of a resident agent means the actual physical
location in this State at which a resident agent is available
for service of process.
(Added to NRS by 1999, 1610)
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 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)
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)
ORGANIZATION
NRS 86.141 Purpose for organization. A limited-liability
company may be organized under this chapter for any lawful
purpose, except insurance.
(Added to NRS by 1991, 1293; A 1995, 496)
NRS 86.151 Filing requirements.
1. One or more persons may form a limited-liability company
by:
(a) Signing and filing with the Secretary of State articles
of organization for the company; and
(b) Filing with the Secretary of State a certificate of acceptance
of appointment, signed by the resident agent of the company.
2. Upon the filing of the articles of organization and the
certificate of acceptance with the Secretary of State, and
the payment to him 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. 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)
NRS 86.155 Perpetual existence of company. Unless otherwise
provided in its articles of organization or operating agreement,
a limited-liability company has perpetual existence.
(Added to NRS by 1997, 714)
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 name and complete street address of its resident
agent, and the mailing address of the resident agent if different
from the street address;
(c) The name and address, either residence or business, of
each of the organizers signing the articles; and
(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.
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)
NRS 86.171 Name of company: Distinguishable name required;
availability of name of revoked, merged or otherwise terminated
company; limitations; regulations.
1. The name of a limited-liability company formed under the
provisions of this chapter must contain the words “Limited-Liability
Company,” “Limited Liability Company,” “Limited
Company,” or “Limited” or the abbreviations
“Ltd.,” “L.L.C.,” “L.C.,”
“LLC” or “LC.” The word “Company”
may be abbreviated as “Co.”
2. The name proposed for a limited-liability company must
be distinguishable on the records of the Secretary of State
from the names of all other artificial persons formed, organized,
registered or qualified pursuant to the provisions of this
title that are on file in the Office of the Secretary of State
and all names that are reserved in the Office of the Secretary
of State pursuant to the provisions of this title. If a proposed
name is not so distinguishable, the Secretary of State shall
return the articles of organization to the organizer, unless
the written, acknowledged consent of the holder of the name
on file or reserved name to use the same name or the requested
similar name accompanies the articles of organization.
3. For the purposes of this section and NRS 86.176, a proposed
name is not distinguishable from a name on file or reserved
name solely because one or the other contains distinctive
lettering, a distinctive mark, a trademark or a trade name,
or any combination thereof.
4. The name of a limited-liability company whose charter
has been revoked, which has merged and is not the surviving
entity or whose existence has otherwise terminated is available
for use by any other artificial person.
5. The Secretary of State shall not accept for filing any
articles of organization for any limited-liability company
if the name of the limited-liability company contains the
word “accountant,” “accounting,” “accountancy,”
“auditor” or “auditing” unless the
Nevada State Board of Accountancy certifies that the limited-liability
company:
(a) Is registered pursuant to the provisions of chapter 628
of NRS; or
(b) Has filed with the Nevada State Board of Accountancy
under penalty of perjury a written statement that the limited-liability
company is not engaged in the practice of accounting and is
not offering to practice accounting in this State.
6. The Secretary of State shall not accept for filing any
articles of organization or certificate of amendment of articles
of organization of any limited-liability company formed or
existing pursuant to the laws of this State which provides
that the name of the limited-liability company contains the
word “bank” or “trust” unless:
(a) It appears from the articles of organization or the certificate
of amendment that the limited-liability company proposes to
carry on business as a banking or trust company, exclusively
or in connection with its business as a bank, savings and
loan association or thrift company; and
(b) The articles of organization or certificate of amendment
is first approved by the Commissioner of Financial Institutions.
7. The Secretary of State shall not accept for filing any
articles of organization or certificate of amendment of articles
of organization of any limited-liability company formed or
existing pursuant to the provisions of this chapter if it
appears from the articles or the certificate of amendment
that the business to be carried on by the limited-liability
company is subject to supervision by the Commissioner of Insurance
or by the Commissioner of Financial Institutions unless the
articles or certificate of amendment is approved by the Commissioner
who will supervise the business of the foreign limited-liability
company.
8. Except as otherwise provided in subsection 7, the Secretary
of State shall not accept for filing any articles of organization
or certificate of amendment of articles of organization of
any limited-liability company formed or existing pursuant
to the laws of this State which provides that the name of
the limited-liability company contains the words “engineer,”
“engineered,” “engineering,” “professional
engineer,” “registered engineer” or “licensed
engineer” unless:
(a) The State Board of Professional Engineers and Land Surveyors
certifies that the principals of the limited-liability company
are licensed to practice engineering pursuant to the laws
of this State; or
(b) The State Board of Professional Engineers and Land Surveyors
certifies that the limited-liability company is exempt from
the prohibitions of NRS 625.520.
9. The Secretary of State may adopt regulations that interpret
the requirements of this section.
(Added to NRS by 1991, 1294; A 1993, 1013; 1995, 2108; 1997,
2812; 1999, 1612, 1709; 2001, 101; 2003, 3137; 2003, 20th
Special Session, 64)
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)
NRS 86.201 Commencement of organizational existence.
1. A limited-liability company is considered legally organized
pursuant to this chapter upon:
(a) Filing the articles of organization with the Secretary
of State or upon a later date specified in the articles of
organization;
(b) Filing the certificate of acceptance of the resident
agent with the Secretary of State; and
(c) 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.
(Added to NRS by 1991, 1294; A 1993, 1014; 1995, 1127, 2108;
2001, 1388, 3199)
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 sets 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)
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. 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) A resolution; or
(b) A form prescribed by the Secretary of State,
Ê setting forth which provisions of the articles of
organization on file with the Secretary of State are being
altered or amended.
(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)
NRS 86.226 Filing of certificate of amendment or judicial
decree of amendment; effective date.
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 authority as a prerequisite
to filing. Unless the Secretary of State finds that a certificate
does not conform to law, upon his receipt of all required
filing fees he shall file the certificate.
2. A certificate of amendment or judicial decree of amendment
is effective upon filing with the Secretary of State or upon
a later date specified in the certificate or judicial decree,
which must not be more than 90 days after the certificate
or judicial decree is filed.
3. If a certificate specifies an effective date 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 specified in the certificate
or judicial decree filed pursuant to subsection 1;
(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)
RESIDENT AGENT AND REGISTERED OFFICE
NRS 86.231 Resident agent required; address of registered
office; change of address.
1. Except during any period of vacancy described in NRS 86.251,
a limited-liability company shall have a resident agent who
must have a street address for the service of process. The
street address of the resident agent is the registered office
of the limited-liability company in this State.
2. Within 30 days after changing the location of his office
from one address to another in this State, a resident agent
shall file a certificate with the Secretary of State setting
forth the names of the limited-liability companies represented
by him, the address at which he has maintained the office
for each of the limited-liability companies, and the new address
to which the office is transferred.
(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 1127, 2109)
NRS 86.235 Resident agent: Revocation of appointment; change
of name.
1. If a limited-liability company formed pursuant to this
chapter desires to change its resident agent, the change may
be effected by filing with the Secretary of State a certificate
of change of resident agent signed by a manager of the company
or, if management is not vested in a manager, by a member,
that sets forth:
(a) The name of the limited-liability company;
(b) The name and street address of its present resident agent;
and
(c) The name and street address of the new resident agent.
2. The new resident agent’s certificate of acceptance
must be a part of or attached to the certificate of change
of resident agent.
3. If the name of a resident agent is changed as a result
of a merger, conversion, exchange, sale, reorganization or
amendment, the resident agent shall:
(a) File with the Secretary of State a certificate of name
change of resident agent that includes:
(1) The current name of the resident agent as filed with
the Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person formed,
organized, registered or qualified pursuant to the provisions
of this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomes effective
upon the filing of the proper certificate of change.
(Added to NRS by 1995, 1125; A 1997, 717; 1999, 1614; 2003,
20th Special Session, 66)
NRS 86.241 Maintenance of records at office in State; inspection
and copying of records.
1. Each limited-liability company shall continuously maintain
in this State an office, which may but need not be a place
of its business in this State, at which it shall keep, unless
otherwise provided by an operating agreement:
(a) A current list of the full name and last known business
address of each member and manager, separately identifying
the members in alphabetical order and the managers, if any,
in alphabetical order;
(b) A copy of the filed articles of organization and all
amendments thereto, together with signed copies of any powers
of attorney pursuant to which any record has been signed;
and
(c) Copies of any then effective operating agreement of the
company.
2. Records kept pursuant to this section are subject to inspection
and copying at the reasonable request, and at the expense,
of any member during ordinary business hours, unless otherwise
provided in an operating agreement.
(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 2110; 2003,
3139)
NRS 86.251 Resident agent: Resignation; designation of successor
after death, resignation or movement from State.
1. A resident agent who desires to resign shall:
(a) File with the Secretary of State a signed statement in
the manner provided pursuant to subsection 1 of NRS 78.097
that he is unwilling to continue to act as the resident agent
of the limited-liability company for the service of process;
and
(b) Pay to the Secretary of State the filing fee set forth
in subsection 1 of NRS 78.097.
Ê A resignation is not effective until the signed statement
is filed with the Secretary of State.
2. The statement of resignation may contain a statement of
the affected limited-liability company appointing a successor
resident agent for that limited-liability company, giving
the agent’s full name, street address for the service
of process, and mailing address if different from the street
address. A certificate of acceptance signed by the new resident
agent must accompany the statement appointing a successor
resident agent.
3. Upon the filing of the statement of resignation with the
Secretary of State, the capacity of the resigning person as
resident agent terminates. If the statement of resignation
contains no statement by the limited-liability company appointing
a successor resident agent, the resigning agent shall immediately
give written notice, by mail, to the limited-liability company
of the filing of the statement and its effect. The notice
must be addressed to any manager or, if none, to any member
of the limited-liability company other than the resident agent.
4. If a resident agent dies, resigns or moves from the State,
the limited-liability company, within 30 days thereafter,
shall file with the Secretary of State a certificate of acceptance
signed by the new resident agent. The certificate must set
forth the name, complete street address and mailing address,
if different from the street address, of the new resident
agent.
5. Each limited-liability company which fails to file a certificate
of acceptance signed by the new resident agent within 30 days
after the death, resignation or removal of its resident agent
as provided in subsection 4 shall be deemed in default and
is subject to the provisions of NRS 86.272 and 86.274.
(Added to NRS by 1991, 1296; A 1993, 1016; 1995, 1128; 1999,
1614; 2003, 3139; 2003, 20th Special Session, 66)
NRS 86.261 Service of process, notice or demand upon resident
agent.
1. The resident 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)
ANNUAL LIST; DEFAULTING COMPANIES
NRS 86.263 Filing requirements; fees; notice.
1. A limited-liability company shall, on or before the last
day of the first month after the filing of its articles of
organization with the Secretary of State, file with the Secretary
of State, on a form furnished by him, a list that contains:
(a) The name of the limited-liability company;
(b) The file number of the limited-liability company, if
known;
(c) The names and titles of all of its managers or, if there
is no manager, all of its managing members;
(d) The address, either residence or business, of each manager
or managing member listed, following the name of the manager
or managing member;
(e) The name and address of the lawfully designated resident
agent of the limited-liability company; and
(f) The signature of a manager or managing member of the
limited-liability company certifying that the list is true,
complete and accurate.
2. The limited-liability company shall annually thereafter,
on or before the last day of the month in which the anniversary
date of its organization occurs, file with the Secretary of
State, on a form furnished by him, an amended list containing
all of the information required in subsection 1.
3. Each list required by subsections 1 and 2 must be accompanied
by a declaration under penalty of perjury that the limited-liability
company:
(a) Has complied with the provisions of NRS 360.780; and
(b) Acknowledges that pursuant to NRS 239.330, it is a category
C felony to knowingly offer any false or forged instrument
for filing in the Office of the Secretary of State.
4. Upon filing:
(a) The initial list required by subsection 1, the limited-liability
company shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by subsection 2, the limited-liability
company shall pay to the Secretary of State a fee of $125.
5. If a manager or managing member of a limited-liability
company resigns and the resignation is not made in conjunction
with the filing of an annual or amended list of managers and
managing members, the limited-liability company shall pay
to the Secretary of State a fee of $75 to file the resignation
of the manager or managing member.
6. The Secretary of State shall, 60 days before the last
day for filing each list required by subsection 2, cause to
be mailed to each limited-liability company which is required
to comply with the provisions of this section, and which has
not become delinquent, a notice of the fee due under subsection
4 and a reminder to file a list required by subsection 2.
Failure of any company to receive a notice or form does not
excuse it from the penalty imposed by law.
7. If the list to be filed pursuant to the provisions of
subsection 1 or 2 is defective or the fee required by subsection
4 is not paid, the Secretary of State may return the list
for correction or payment.
8. An annual list for a limited-liability company not in
default received by the Secretary of State more than 90 days
before its due date shall be deemed an amended list for the
previous year.
(Added to NRS by 1993, 1010; A 1995, 1129, 2110; 1997, 2813;
2001, 3181; 2003, 20th Special Session, 67, 184)
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.
(Added to NRS by 2003, 20th Special Session, 58)
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)
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)
NRS 86.272 Defaulting companies: Identification; 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. 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)
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 resident 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 resident 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 resident 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 resident 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.
Ê 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)
NRS 86.276 Defaulting companies: Conditions and procedure
for reinstatement.
1. Except as otherwise provided in subsections 3 and 4, 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;
and
(3) A certificate of acceptance of appointment signed by
its resident agent; and
(b) 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, he 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. 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.
(Added to NRS by 1993, 1011; A 1995, 1130; 1997, 2814; 2001,
1390, 3182, 3199; 2003, 20th Special Session, 70)
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)
OPERATION
NRS 86.281 General powers. A limited-liability company organized
and existing pursuant to this chapter 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 surrender its articles of organization;
11. Exercise all powers necessary or convenient to effect
any of the purposes for which the company 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)
NRS 86.286 Operating agreement.
1. A limited-liability company may, but is not required to,
adopt an operating agreement. An operating agreement may be
adopted only by the unanimous vote or unanimous written consent
of the members, or by the sole member, and the operating agreement
must be in writing. Unless otherwise provided in the operating
agreement, amendments to the agreement may be adopted only
by the unanimous vote or unanimous written consent of the
persons who are members at the time of amendment.
2. An operating agreement may be adopted before, after or
at the time of the filing of the articles of organization
and, whether entered into before, after or at the time of
the filing, may become effective at the formation of the limited-liability
company or at a later date specified in the operating agreement.
If an operating agreement is adopted before the filing of
the articles of organization or before the effective date
of formation specified in the articles of organization, the
operating agreement is not effective until the effective date
of formation of the limited-liability company.
3. An operating agreement may provide that a certificate
of limited-liability company interest issued by the limited-liability
company may evidence a member’s interest in a limited-liability
company.
(Added to NRS by 1995, 2106; A 1997, 718; 2001, 1391, 3199)
NRS 86.291 Management.
1. Except as otherwise provided in this section or the articles
of organization, management of a limited-liability company
is vested in its members in proportion to their contribution
to its capital, as adjusted from time to time to reflect properly
any additional contributions or withdrawals by the members.
2. If provision is made in the articles of organization,
management of the company may be vested in a manager or managers,
who may but need not be members, in the manner prescribed
by the operating agreement of the company. The manager or
managers also hold the offices and have the responsibilities
accorded to them by the members and set out in the operating
agreement.
(Added to NRS by 1991, 1300; A 1993, 1017; 1995, 1131; 1997,
719; 2001, 1391, 3199)
NRS 86.293 Noneconomic members. The articles of organization
or operating agreement of a limited-liability company may
provide for one or more noneconomic members or classes of
noneconomic members.
(Added to NRS by 2001, 1387; A 2001, 3199)
NRS 86.296 Classes of members or managers. The articles of
organization or operating agreement of a limited-liability
company may create classes of members or managers, define
their relative rights, powers and duties, and may authorize
the creation, in the manner provided in the operating agreement,
of additional classes of members or managers with the relative
rights, powers and duties as may from time to time be established,
including, without limitation, rights, powers and duties senior
to existing classes of members or managers. The articles of
organization or operating agreement may provide that any member,
or class or group of members, has voting rights that differ
from other classes or groups.
(Added to NRS by 2001, 1385; A 2001, 3199)
NRS 86.301 Limitation on authority to contract debt or incur
liability. Except as otherwise provided in this chapter, its
articles of organization or its operating agreement, no debt
may be contracted or liability incurred by or on behalf of
a limited-liability company, except by:
1. One or more managers of a company which is managed by
a manager or managers;
2. Any member of a company which is managed by its members;
3. Any agent, officer, employee or other representative of
the company authorized in the operating agreement or in another
writing by a manager or managers, if the company is managed
by a manager or managers; or
4. Any agent, officer, employee or other representative of
the company authorized in the operating agreement or in another
writing by a member, if the company is managed by its members.
(Added to NRS by 1991, 1300; A 1997, 719; 1999, 1615; 2001,
1391, 3199; 2003, 3140)
NRS 86.311 Acquisition, ownership and disposition of property.
Real and personal property owned or purchased by a company
must be held and owned, and conveyance made, in the name of
the company. Except as otherwise provided in the company’s
articles of organization or operating agreement, instruments
and records providing for the acquisition, mortgage or disposition
of property of the company are valid and binding upon the
company if signed by:
1. One or more managers of a company which is managed by
a manager or managers;
2. Any member of a company which is managed by its members;
3. Any agent, officer, employee or other representative of
the company authorized in the operating agreement or in another
writing by a manager or managers, if the company is managed
by a manager or managers; or
4. Any agent, officer, employee or other representative of
the company authorized in the operating agreement or in another
writing by a member, if the company is managed by its members.
(Added to NRS by 1991, 1300; A 1997, 719; 2003, 3140)
NRS 86.321 Contributions to capital: Form. The contributions
to capital of a member to a limited-liability company may
be in cash, property or services rendered, or a promissory
note or other binding obligation to contribute cash or property
or to perform services.
(Added to NRS by 1991, 1300; A 1997, 719)
NRS 86.331 Resignation or withdrawal of member: Limitation;
payment to member who rightfully resigns or withdraws.
1. Except as otherwise provided in chapter 463 of NRS, other
applicable law, the articles of organization or the operating
agreement, a member may not resign or withdraw as a member
from a limited-liability company before the dissolution and
winding up of the company.
2. If a member has a right to resign or withdraw, the amount
that a resigning or withdrawing member is entitled to receive
from the company for his interest must be determined pursuant
to the provisions of this chapter, chapter 463 of NRS, the
articles of organization or the operating agreement. If not
otherwise provided therein, a resigning or withdrawing member
is entitled to receive, within a reasonable time after resignation
or withdrawal, the fair market value of his interest on the
date of resignation or withdrawal.
(Added to NRS by 1991, 1301; A 1993, 2012; 1995, 2111; 1997,
719)
NRS 86.335 Resignation or withdrawal of member in violation
of operating agreement; loss of rights to participate upon
resignation or withdrawal. Except as otherwise provided in
this chapter, chapter 463 of NRS, the articles of organization
or the operating agreement:
1. If the resignation or withdrawal of a member violates
the operating agreement:
(a) The amount payable to the member who has resigned or
withdrawn is the fair market value of his interest reduced
by the amount of all damages sustained by the company or its
other members as a result of the violation; and
(b) The company may defer the payment for so long as necessary
to prevent unreasonable hardship to the company.
2. Except as otherwise provided in chapter 463 of NRS, the
articles of organization or the operating agreement, a member
who resigns or withdraws ceases to be a member, has no voting
rights and has no right to participate in the management of
the company, even if under this section a payment due him
from the company is deferred.
(Added to NRS by 1997, 714)
NRS 86.341 Distribution of profits. A limited-liability company
may, from time to time, divide the profits of its business
and distribute them to its members, and any transferee as
his interest may appear, upon the basis stipulated in the
operating agreement. If the operating agreement does not otherwise
provide, profits and losses must be allocated proportionately
to the value, as shown in the records of the company, of the
contributions made by each member and not returned.
(Added to NRS by 1991, 1301; A 1997, 720)
NRS 86.343 Distribution of profits and contributions: Prohibition;
applicable determinations; liability of member for violation.
1. A distribution of the profits and contributions of a limited-liability
company must not be made if, after giving it effect:
(a) The company would not be able to pay its debts as they
become due in the usual course of business; or
(b) Except as otherwise specifically permitted by the articles
of organization, the total assets of the company would be
less than the sum of its total liabilities.
2. The manager or, if management of the company is not vested
in a manager or managers, the members may base a determination
that a distribution is not prohibited pursuant to this section
on:
(a) Financial statements prepared on the basis of accounting
practices that are reasonable in the circumstances;
(b) A fair valuation, including unrealized appreciation and
depreciation; or
(c) Any other method that is reasonable in the circumstances.
3. The effect of a distribution pursuant to this section
must be measured:
(a) In the case of a distribution by purchase, redemption
or other acquisition by the company of member’s interests,
as of the earlier of:
(1) The date on which money or other property is transferred
or debt incurred by the company; or
(2) The date on which the member ceases to be a member with
respect to his acquired interest.
(b) In the case of any other distribution of indebtedness,
as of the date on which the indebtedness is distributed.
(c) In all other cases, as of:
(1) The date on which the distribution is authorized if the
payment occurs within 120 days after the date of authorization;
or
(2) The date on which the payment is made if it occurs more
than 120 days after the date of authorization.
4. Indebtedness of the company, including indebtedness issued
as a distribution, is not considered a liability for purposes
of determinations pursuant to this section if its terms provide
that payment of principal and interest are to be made only
if and to the extent that payment of a distribution to the
members could then be made pursuant to this section. If the
indebtedness is issued as a distribution, each payment of
principal or interest must be treated as a distribution, the
effect of which must be measured as of the date of payment.
5. Except as otherwise provided in subsection 6, a member
who receives a distribution in violation of this section is
liable to the limited-liability company for the amount of
the distribution. This subsection does not affect the validity
of an obligation or liability of a member created by an agreement
or other applicable law for the amount of a distribution.
6. Unless otherwise agreed, a member who receives a distribution
from a limited-liability company is not liable for the amount
of the distribution after the expiration of 3 years after
the date of the distribution unless an action to recover the
distribution from the member is commenced before the expiration
of the 3-year period following the distribution.
(Added to NRS by 1997, 713; A 2001, 1392, 3199)
NRS 86.346 Distributions: Form; status of member or transferee.
1. Unless otherwise provided in the operating agreement,
a member, regardless of the nature of his contributions, or
a transferee, regardless of the nature of his predecessor’s
contributions, has no right to demand or receive any distribution
from a limited-liability company in any form other than cash.
2. Except as otherwise provided in NRS 86.391 and 86.521,
and unless otherwise provided in the operating agreement,
at the time a member or transferee becomes entitled to receive
a distribution he has the status of and is entitled to all
remedies available to a creditor of the company with respect
to the distribution.
(Added to NRS by 1995, 2106; A 1997, 720)
NRS 86.351 Nature and transfer of member’s interest;
rights of transferee; substituted members.
1. The interest of each member of a limited-liability company
is personal property. The articles of organization or operating
agreement may prohibit or regulate the transfer of a member’s
interest. Unless otherwise provided in the articles or operating
agreement, a transferee of a member’s interest has no
right to participate in the management of the business and
affairs of the company or to become a member unless a majority
in interest of the other members approve the transfer. If
so approved, the transferee becomes a substituted member.
The transferee is only entitled to receive the share of profits
or other compensation by way of income, and the return of
contributions, to which his transferor would otherwise be
entitled.
2. A substituted member has all the rights and powers and
is subject to all the restrictions and liabilities of his
transferor, except that the substitution of the transferee
does not release the transferor from any liability to the
company.
(Added to NRS by 1991, 1302; A 1995, 2112; 1997, 720; 2001,
1392, 3199)
LIABILITY, INDEMNIFICATION AND INSURANCE
NRS 86.361 Liability of persons assuming to act as company
without authority. All persons who assume to act as a limited-liability
company without authority to do so are jointly and severally
liable for all debts and liabilities of the company.
(Added to NRS by 1991, 1304)
NRS 86.371 Liability of member or manager for debts or liabilities
of company. Unless otherwise provided in the articles of organization
or an agreement signed by the member or manager to be charged,
no member or manager of any limited-liability company formed
under the laws of this State is individually liable for the
debts or liabilities of the company.
(Added to NRS by 1991, 1300; A 1995, 2112)
NRS 86.381 Member of company is not proper party in proceeding
by or against company; exception. A member of a limited-liability
company is not a proper party to proceedings by or against
the company, except where the object is to enforce the member’s
right against or liability to the company.
(Added to NRS by 1991, 1304)
NRS 86.391 Liability of member to company.
1. A member is liable to a limited-liability company:
(a) For a difference between his contributions to capital
as actually made and as stated in the articles of organization
or operating agreement as having been made; and
(b) For any unpaid contribution to capital which he agreed
in the articles of organization or operating agreement to
make in the future at the time and on the conditions stated
in the articles of organization or operating agreement.
2. A member holds as trustee for the company specific property
stated in the articles of organization or operating agreement
as contributed by him, but which was not so contributed.
3. The liabilities of a member as set out in this section
can be waived or compromised only by the consent of all of
the members, but a waiver or compromise does not affect the
right of a creditor of the company to enforce the liabilities
if he extended credit or his claim arose before the effective
date of an amendment of the articles of organization or operating
agreement effecting the waiver or compromise.
(Added to NRS by 1991, 1301; A 1997, 721; 2001, 1393, 3199)
NRS 86.401 Rights and remedies of creditor of member.
1. On application to a court of competent jurisdiction by
a judgment creditor of a member, the court may charge the
member’s interest with payment of the unsatisfied amount
of the judgment with interest. To the extent so charged, the
judgment creditor has only the rights of an assignee of the
member’s interest.
2. This section:
(a) Provides the exclusive remedy by which a judgment creditor
of a member or an assignee of a member may satisfy a judgment
out of the member’s interest of the judgment debtor.
(b) Does not deprive any member of the benefit of any exemption
applicable to his interest.
(Added to NRS by 1991, 1302; A 2001, 1393, 3199; 2003, 20th
Special Session, 71)
NRS 86.411 Indemnification of manager, member, employee or
agent: Proceeding other than by company. A limited-liability
company may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in
the right of the company, by reason of the fact that he is
or was a manager, member, employee or agent of the company,
or is or was serving at the request of the company as a manager,
member, employee or agent of another limited-liability company,
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney’s fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of
the company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, does not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the
best interests of the limited-liability company, and that,
with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(Added to NRS by 1991, 1297; A 1997, 721)
NRS 86.421 Indemnification of manager, member, employee or
agent: Proceeding by company. A limited-liability company
may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action or suit by or in the right of the company to procure
a judgment in its favor by reason of the fact that he is or
was a manager, member, employee or agent of the company, or
is or was serving at the request of the company as a manager,
member, employee or agent of another limited-liability company,
corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and
attorneys’ fees actually and reasonably incurred by
him in connection with the defense or settlement of the action
or suit if he acted in good faith and in a manner in which
he reasonably believed to be in or not opposed to the best
interests of the company. Indemnification may not be made
for any claim, issue or matter as to which such a person has
been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the company
or for amounts paid in settlement to the company, unless and
only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of
the case, he is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
(Added to NRS by 1991, 1298; A 1997, 722)
NRS 86.431 Indemnification of manager, member, employee or
agent: Scope; authorization.
1. To the extent that a manager, member, employee or agent
of a limited-liability company has been successful on the
merits or otherwise in defense of any action, suit or proceeding
described in NRS 86.411 and 86.421, or in defense of any claim,
issue or matter therein, the company shall indemnify him against
expenses, including attorney’s fees, actually and reasonably
incurred by him in connection with the defense.
2. Any indemnification under NRS 86.411 and 86.421, unless
ordered by a court or advanced pursuant to NRS 86.441, may
be made by the limited-liability company only as authorized
in the specific case upon a determination that indemnification
of the manager, member, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the members or managers as provided in the articles
of organization or the operating agreement;
(b) If there is no provision in the articles of organization
or the operating agreement, by a majority in interest of the
members who are not parties to the action, suit or proceeding;
(c) If a majority in interest of the members who are not
parties to the action, suit or proceeding so order, by independent
legal counsel in a written opinion; or
(d) If members who are not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel
in a written opinion.
(Added to NRS by 1991, 1298; A 1993, 1017; 1997, 722)
NRS 86.441 Indemnification of member or manager: Advancement
of expenses. The articles of organization, the operating agreement
or a separate agreement made by a limited-liability company
may provide that the expenses of members and managers incurred
in defending a civil or criminal action, suit or proceeding
must be paid by the company as they are incurred and in advance
of the final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the manager
or member to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled
to be indemnified by the company. The provisions of this section
do not affect any rights to advancement of expenses to which
personnel of the company other than managers or members may
be entitled under any contract or otherwise by law.
(Added to NRS by 1991, 1299; A 1997, 723)
NRS 86.451 Indemnification of manager, member, employee or
agent: Effect of provisions on other rights; continuation
after cessation of status. Indemnification or advancement
of expenses authorized in or ordered by a court pursuant to
NRS 86.411 to 86.441, inclusive:
1. Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled
under the articles of organization or any operating agreement,
vote of members or disinterested managers, if any, or otherwise,
for an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to NRS 86.421 or for the
advancement of expenses made pursuant to NRS 86.441, may not
be made to or on behalf of any member or manager if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action.
2. Continues for a person who has ceased to be a member,
manager, employee or agent and inures to the benefit of his
heirs, executors and administrators.
(Added to NRS by 1991, 1299; A 1997, 723)
NRS 86.461 Maintenance of insurance or other financial arrangements
against liability of member, manager, employee or agent.
1. A limited-liability company may purchase and maintain
insurance or make other financial arrangements on behalf of
any person who is or was a member, manager, employee or agent
of the company, or is or was serving at the request of the
company as a manager, member, employee or agent of another
corporation, limited-liability company, partnership, joint
venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in
his capacity as a manager, member, employee or agent, or arising
out of his status as such, whether or not the company has
the authority to indemnify him against such liability and
expenses.
2. The other financial arrangements made by the company pursuant
to subsection 1 may include:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of
the company.
(d) The establishment of a letter of credit, guaranty or
surety.
Ê No financial arrangement made pursuant to this subsection
may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable for intentional misconduct, fraud or a knowing
violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf
of a person pursuant to this section may be provided by the
company or any other person approved by the managers, if any,
or by the members, if no managers exist, even if all or part
of the other person’s member’s interest in the
company is owned by the company.
(Added to NRS by 1991, 1299)
NRS 86.471 Effect of providing insurance or other financial
arrangements against liability of member, manager, employee
or agent. In the absence of fraud:
1. The decision of a limited-liability company as to the
propriety of the terms and conditions of any insurance or
other financial arrangement made pursuant to NRS 86.461 and
the choice of the person to provide the insurance or other
financial arrangement is conclusive; and
2. The insurance or other financial arrangement:
(a) Is not void or voidable; and
(b) Does not subject any manager or member approving it to
personal liability for his action,
Ê even if a manager or member approving the insurance
or other financial arrangement is a beneficiary of the insurance
or other financial arrangement.
(Added to NRS by 1991, 1300)
NRS 86.481 Exclusion of company which provides self-insurance
from title 57 of NRS. A limited-liability company or its subsidiary
which provides self-insurance for itself or for an affiliated
limited-liability company pursuant to NRS 86.461 is not subject
to the provisions of title 57 of NRS.
(Added to NRS by 1991, 1300)
DERIVATIVE ACTIONS
NRS 86.483 Authority of member to bring action. A member,
when permitted by the terms of the articles of organization
or operating agreement, may bring an action in the right of
a limited-liability company to recover a judgment in its favor
if managers or members with authority to do so have refused
to bring the action or if an effort to cause those managers
or members to bring the action is not likely to succeed.
(Added to NRS by 2001, 1385; A 2001, 3199; 2003, 3141)
NRS 86.485 Qualifications of plaintiff. In a derivative action,
the plaintiff must be a member at the time of the transaction
of which he complains.
(Added to NRS by 2001, 1386; A 2001, 3199; 2003, 3141)
NRS 86.487 Pleading. In a derivative action, the complaint
must set forth with particularity:
1. The effort of the plaintiff to secure initiation of the
action by a manager or member; or
2. The reasons for the plaintiff not making the effort to
secure initiation of the action by a manager or member.
(Added to NRS by 2001, 1386; A 2001, 3199)
NRS 86.489 Expenses. If a derivative action is successful,
in whole or in part, or if anything is received by the plaintiff
as a result of a judgment, compromise or settlement of an
action or claim, the court may award the plaintiff reasonable
expenses, including reasonable attorney’s fees, and
shall direct him to remit to the limited-liability company
the remainder of those proceeds received by him.
(Added to NRS by 2001, 1386; A 2001, 3199)
DISSOLUTION
NRS 86.491 Events requiring dissolution and winding up of
affairs; effect of certain events affecting member.
1. A limited-liability company organized pursuant to this
chapter must be dissolved and its affairs wound up:
(a) At the time, if any, specified in the articles of organization;
(b) Upon the occurrence of an event specified in an operating
agreement;
(c) Unless otherwise provided in the articles of organization
or operating agreement, upon the affirmative vote or written
agreement of all the members; or
(d) Upon entry of a decree of judicial dissolution pursuant
to NRS 86.495.
2. Except as otherwise provided in the articles of organization
or operating agreement, the death, retirement, resignation,
expulsion, bankruptcy, dissolution or dissociation of a member
or any other event affecting a member, including, without
limitation, a sole member, does not:
(a) Terminate the status of the person as a member; or
(b) Cause the limited-liability company to be dissolved or
its affairs to be wound up.
3. Except as otherwise provided in the articles of organization
or operating agreement, upon the death of a natural person
who is the sole member of a limited-liability company, the
status of the member, including the member’s interest,
may pass to the heirs, successors and assigns of the member
by will or applicable law. The heir, successor or assign of
the member’s interest becomes a substituted member pursuant
to NRS 86.351, subject to administration as provided by applicable
law, without the permission or consent of the heirs, successors
or assigns or those administering the estate of the deceased
member.
(Added to NRS by 1991, 1302; A 1995, 2112; 1997, 723; 2001,
1394, 3199)
NRS 86.495 Dissolution by decree of court. Upon application
by or for a member, the district court may decree dissolution
of a limited-liability company whenever it is not reasonably
practicable to carry on the business of the company in conformity
with the articles of organization or operating agreement.
(Added to NRS by 2001, 1385; A 2001, 3199)
NRS 86.505 Continuation of company after dissolution for
winding up of affairs; limitation on actions by or against
dissolved company. The dissolution of a limited-liability
company does not impair any remedy or cause of action available
to or against it or its managers or members arising before
its dissolution and commenced within 2 years after the date
of the dissolution. A dissolved company continues as a company
for the purpose of prosecuting and defending suits, actions,
proceedings and claims of any kind or nature by or against
it and of enabling it gradually to settle and close its business,
to collect and discharge its obligations, to dispose of and
convey its property, and to distribute its assets, but not
for the purpose of continuing the business for which it was
established.
(Added to NRS by 1995, 2106; A 1997, 724)
NRS 86.521 Distribution of assets after dissolution.
1. In settling accounts after dissolution, the liabilities
of a limited-liability company are entitled to payment in
the following order:
(a) Those to creditors, including members who are creditors,
in the order of priority as provided and to the extent otherwise
permitted by law, except those to members of the limited-liability
company on account of their contributions;
(b) Those to members of the limited-liability company in
respect of their share of the profits and other compensation
by way of income on their contributions; and
(c) Those to members of the limited-liability company in
respect of their contributions to capital.
2. Subject to any statement in the operating agreement, members
share in the company’s assets in respect to their claims
for capital and in respect to their claims for profits or
for compensation by way of income on their contributions,
respectively, in proportion to the respective amounts of the
claims.
(Added to NRS by 1991, 1303; A 1995, 2113)
NRS 86.531 Articles of dissolution: Required provisions.
1. When all debts, liabilities and obligations have been
paid and discharged or adequate provision has been made therefor
and all of the remaining property and assets have been distributed
to the members, articles of dissolution must be prepared and
signed setting forth:
(a) The name of the limited-liability company;
(b) That all debts, obligations and liabilities have been
paid and discharged or that adequate provision has been made
therefor;
(c) That all the remaining property and assets have been
distributed among its members in accordance with their respective
rights and interests; and
(d) That there are no suits pending against the company in
any court or that adequate provision has been made for the
satisfaction of any judgment, order or decree which may be
entered against it in any pending suit.
2. The articles must be signed by a manager, or if there
is no manager by a member, of the company.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616)
NRS 86.541 Articles of dissolution: Filing; effect of filing.
1. The signed articles of dissolution must be filed with
the Secretary of State. Articles of dissolution become effective
upon filing with the Secretary of State.
2. Upon the filing of the articles of dissolution the existence
of the company ceases, except for the purpose of suits, other
proceedings and appropriate action as provided in this chapter.
The manager or managers in office at the time of dissolution,
or the survivors of them, are thereafter trustees for the
members and creditors of the dissolved company and as such
have authority to distribute any property of the company discovered
after dissolution, convey real estate and take such other
action as may be necessary on behalf of and in the name of
the dissolved company.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616; 2001,
1394, 3199)
FOREIGN 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)
NRS 86.544 Filing requirements; required provisions of application
for registration. Before transacting business in this State,
a foreign limited-liability company must register with the
Secretary of State. 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 and a signed certificate
of acceptance of a resident agent. The application for registration
must set forth:
1. 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;
2. The state and date of its formation;
3. The name and address of the resident agent in this State
whom the foreign limited-liability company elects to appoint;
4. 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 resident agent has been
revoked, or if the resident agent has resigned or cannot be
found or served with the exercise of reasonable diligence;
5. 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;
6. The name and business address of each manager or, if management
is not vested in a manager, each member; and
7. 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.
(Added to NRS by 2001, 1386; A 2001, 3199; 2003, 3141)
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, he shall issue a certificate of registration to
transact business in this State and mail it to the person
who filed the application or his representative.
(Added to NRS by 2001, 1387; A 2001, 3199)
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)
NRS 86.5461 Annual list: Filing requirements; fees; powers
and duties of Secretary of State.
1. Each foreign limited-liability company doing business
in this State shall, on or before the last day of the first
month after the filing of its application for registration
as a foreign limited-liability company with the Secretary
of State, and annually thereafter on or before the last day
of the month in which the anniversary date of its qualification
to do business in this State occurs in each year, file with
the Secretary of State a list on a form furnished by him that
contains:
(a) The name of the foreign limited-liability company;
(b) The file number of the foreign limited-liability company,
if known;
(c) The names and titles of all its managers or, if there
is no manager, all its managing members;
(d) The address, either residence or business, of each manager
or managing member listed pursuant to paragraph (c);
(e) The name and address of its lawfully designated resident
agent in this State; and
(f) The signature of a manager or managing member of the
foreign limited-liability company certifying that the list
is true, complete and accurate.
2. Each list filed pursuant to this section must be accompanied
by a declaration under penalty of perjury that the foreign
limited-liability company:
(a) Has complied with the provisions of NRS 360.780; and
(b) Acknowledges that pursuant to NRS 239.330, it is a category
C felony to knowingly offer any false or forged instrument
for filing with the Office of the Secretary of State.
3. Upon filing:
(a) The initial list required by this section, the foreign
limited-liability company shall pay to the Secretary of State
a fee of $125.
(b) Each annual list required by this section, the foreign
limited-liability company shall pay to the Secretary of State
a fee of $125.
4. If a manager or managing member of a foreign limited-liability
company resigns and the resignation is not made in conjunction
with the filing of an annual or amended list of managers and
managing members, the foreign limited-liability company shall
pay to the Secretary of State a fee of $75 to file the resignation
of the manager or managing member.
5. The Secretary of State shall, 60 days before the last
day for filing each annual list required by this section,
cause to be mailed to each foreign limited-liability company
which is required to comply with the provisions of NRS 86.5461
to 86.5468, inclusive, and which has not become delinquent,
the blank forms to be completed and filed with him. Failure
of any foreign limited-liability company to receive the forms
does not excuse it from the penalty imposed by the provisions
of NRS 86.5461 to 86.5468, inclusive.
6. If the list to be filed pursuant to the provisions of
subsection 1 is defective or the fee required by subsection
3 is not paid, the Secretary of State may return the list
for correction or payment.
7. An annual list for a foreign limited-liability company
not in default which is received by the Secretary of State
more than 90 days before its due date must be deemed an amended
list for the previous year and does not satisfy the requirements
of this section for the year to which the due date is applicable.
(Added to NRS by 2003, 20th Special Session, 60)
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.
(Added to NRS by 2003, 20th Special Session, 61)
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)
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)
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)
NRS 86.5466 Defaulting companies: Duties of Secretary of
State.
1. The Secretary of State shall notify, by providing written
notice to its resident 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 resident 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 resident 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 resident agent, may be provided
electronically.
(Added to NRS by 2003, 20th Special Session, 62)
NRS 86.5467 Defaulting companies: Conditions and procedure
for reinstatement.
1. Except as otherwise provided in subsections 3 and 4, 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;
and
(3) A certificate of acceptance of appointment signed by
its resident agent; and
(b) 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, he 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. 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.
(Added to NRS by 2003, 20th Special Session, 62)
NRS 86.5468 Defaulting companies: Reinstatement under old
or new name; regulations.
1. Except as otherwise provided in subsection 2, if a foreign
limited-liability company applies to reinstate 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 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 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 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)
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 of the cancellation if other than
the date of the filing of the certificate of cancellation;
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. 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)
NRS 86.548 Transaction of business without registration.
1. A foreign limited-liability company transacting business
in this State may not maintain any action, suit or proceeding
in any court of this State until it has registered in this
State.
2. The failure of a foreign limited-liability company to
register in this 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.
3. A foreign limited-liability company, by transacting business
in this State without registration, appoints the Secretary
of State as its agent for service of process with respect
to causes of action arising out of the transaction of business
in this State by the foreign limited-liability company.
(Added to NRS by 2001, 1387; A 2001, 3199)
NRS 86.5483 Activities not constituting transaction of business.
1. For the purposes of NRS 86.543 to 86.549, inclusive, the
following activities do not constitute transacting business
in this State:
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the managers or members or carrying
on other activities concerning internal company affairs;
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer, exchange
and registration of the company’s own securities or
maintaining trustees or depositaries with respect to those
securities;
(e) Making sales through independent contractors;
(f) Soliciting or receiving orders outside this State through
or in response to letters, circulars, catalogs or other forms
of advertising, accepting those orders outside this State
and filling them by shipping goods into this State;
(g) Creating or acquiring indebtedness, mortgages and security
interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Isolated transactions completed within 30 days and not
a part of a series of similar transactions;
(k) The production of motion pictures as defined in NRS 231.020;
(l) Transacting business as an out-of-state depository institution
pursuant to the provisions of title 55 of NRS; and
(m) Transacting business in interstate commerce.
2. The list of activities in subsection 1 is not exhaustive.
3. A person who is not transacting business in this State
within the meaning of this section need not qualify or comply
with any provision of this chapter, title 55 or 56 of NRS
or chapter 645A, 645B or 645E of NRS unless he:
(a) Maintains an office in this State for the transaction
of business; or
(b) Solicits or accepts deposits in the State, except pursuant
to the provisions of chapter 666 or 666A of NRS.
4. The fact that a person is not transacting business in
this State within the meaning of this section:
(a) Does not affect the determination of whether any court,
administrative agency or regulatory body in this State may
exercise personal jurisdiction over the person in any civil
action, criminal action, administrative proceeding or regulatory
proceeding; and
(b) Except as otherwise provided in subsection 3, does not
affect the applicability of any other provision of law with
respect to the person and may not be offered as a defense
or introduced in evidence in any civil action, criminal action,
administrative proceeding or regulatory proceeding to prove
that the person is not transacting business in this State,
including, without limitation, any civil action, criminal
action, administrative proceeding or regulatory proceeding
involving an alleged violation of chapter 597, 598 or 598A
of NRS.
5. As used in this section, “deposits” means
demand deposits, savings deposits and time deposits, as those
terms are defined in chapter 657 of NRS.
(Added to NRS by 2003, 3134)
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.
Ê 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.
Ê 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)
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)
MISCELLANEOUS PROVISIONS
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 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)
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)
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, $75;
(d) Filing a statement of change of address of a records
or registered office, or change of the resident agent, $60;
(e) Certifying articles of organization or an amendment to
the articles, in both cases where a copy is provided, $30;
(f) Certifying an authorized printed copy of this chapter,
$30;
(g) Reserving a name for a limited-liability company, $25;
(h) Filing a certificate of cancellation, $75;
(i) Signing, filing or certifying any other record, $50;
and
(j) Copies made at 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 him 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)
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; 1999, 1611; 2001, 109; 2003,
3142)
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)
NRS 86.568 Correction of inaccurate or defective record filed
with Secretary of State.
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.
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;
(4) Sets forth the inaccurate or defective portion of the
record in an accurate or corrected form; 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.
(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.
(Added to NRS by 2001, 1385; A 2001, 3197, 3199; 2003, 3142;
2003, 20th Special Session, 72)
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)
NRS 86.580 Renewal or revival of charter: Procedure; fee;
certificate as evidence.
1. A limited-liability company which did exist or is existing
pursuant to the laws of this State may, upon complying with
the provisions of NRS 86.276, procure a renewal or revival
of its charter for any period, together with all the rights,
franchises, privileges and immunities, and subject to all
its existing and preexisting debts, duties and liabilities
secured or imposed by its original charter and amendments
thereto, or existing charter, by filing:
(a) A certificate with the Secretary of State, which must
set forth:
(1) The name of the limited-liability company, which must
be the name of the limited-liability company at the time of
the renewal or revival, or its name at the time its original
charter expired.
(2) The name of the person lawfully designated as the resident
agent of the limited-liability company, his street address
for the service of process, and his mailing address if different
from his street address.
(3) The date when the renewal or revival of the charter is
to commence or be effective, which may be, in cases of a revival,
before the date of the certificate.
(4) Whether or not the renewal or revival is to be perpetual,
and, if not perpetual, the time for which the renewal or revival
is to continue.
(5) That the limited-liability company desiring to renew
or revive its charter is, or has been, organized and carrying
on the business authorized by its existing or original charter
and amendments thereto, and desires to renew or continue through
revival its existence pursuant to and subject to the provisions
of this chapter.
(b) A list of its managers, or if there are no managers,
all its managing members and their mailing or street addresses,
either residence or business.
2. A limited-liability company whose charter has not expired
and is being renewed shall cause the certificate to be signed
by its manager, or if there is no manager, by a person designated
by its members. The certificate must be approved by a majority
in interest.
3. A limited-liability company seeking to revive its original
or amended charter shall cause the certificate to be signed
by a person or persons designated or appointed by the members.
The signing and filing of the certificate must be approved
by the written consent of a majority in interest and must
contain a recital that this consent was secured. The limited-liability
company shall pay to the Secretary of State the fee required
to establish a new limited-liability company pursuant to the
provisions of this chapter.
4. The filed certificate, or a copy thereof which has been
certified under the hand and seal of the Secretary of State,
must be received in all courts and places as prima facie evidence
of the facts therein stated and of the existence of the limited-liability
company therein named.
(Added to NRS by 1999, 1610; A 2001, 1395, 3199; 2003, 3143;
2003, 20th Special Session, 73)
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)
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