REQUIRES TWO-THIRDS MAJORITY VOTE
(§§ 1, 3, 4, 7-10, 13-16, 18-21, 23, 25-27,
29-35, 37, 39-44, 47-53, 56-69, 71-74)
S.B. 75
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SENATE BILL NO. 75–COMMITTEE ON JUDICIARY
(ON BEHALF OF THE SECRETARY OF STATE)
PREFILED NOVEMBER 20, 2024
____________
Referred to Committee on Judiciary
SUMMARY—Revises various provisions relating to the duties of
the Secretary of State. (BDR 7-484)
FISCAL NOTE: Effect on Local Government: No.
Effect on the State: Yes.
~
EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted.
AN ACT relating to business; authorizing the Secretary of State to
prescribe by regulation the amount of the fee for the
issuance or renewal of a state business license and certain
filing fees paid by business entities; authorizing the
Secretary of State to prescribe by regulation certain
penalties and fees for failing to obtain or renew a state
business license or timely file certain documents;
authorizing the Office of the Secretary of State to accept
records written in a language other than English under
certain circumstances; revising provisions governing
acceptance by the Secretary of State of certain documents
on behalf of a business entity whose name includes
certain words associated with professions regulated by the
State Board of Architecture, Interior Design and
Residential Design; revising provisions governing the
registration of trademarks, trade names and service marks
with the Secretary of State; and providing other matters
properly relating thereto.
Legislative Counsel’s Digest:
Existing law requires each person conducting a business in this State to obtain a 1
state business license issued by the Secretary of State. (NRS 76.100) Existing law 2
also: (1) establishes certain fees that are required to be paid to the Secretary of State 3
to form a business entity or transact business in this State as a foreign business 4
entity; and (2) requires business entities to file an annual list of the officers, 5
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directors, members and partners, as applicable, of the business entity, and pay an 6
annual fee to the Secretary of State to maintain the authority to transact business in 7
this State as a business entity. (See, e.g., NRS 78.150, 78.760, 80.050, 80.110, 8
86.263, 86.5461, 86.561) Sections 1, 3, 4, 7-10, 13-16, 18-21, 23, 25-27, 29-35, 37, 9
39-44, 47-53, 56-69 and 71-74 of this bill authorize the Secretary of State to 10
establish by regulation different amounts for: (1) the annual state business license 11
fee, the fees to form a business entity or transact business in this State as a foreign 12
business entity in this State, and the fees for the filing of an annual list by a 13
business entity; and (2) the penalties and fees for failing to pay such fees in a timely 14
manner. Sections 2 and 75 of this bill make conforming changes to update 15
references to provisions renumbered by this bill. 16
Existing law prohibits certain records which are written in a language other 17
than English from being filed or submitted for filing in the Office of the Secretary 18
of State unless accompanied by a verified translation of that record into the English 19
language. (NRS 78.028, 78A.015, 81.003, 82.528, 84.008, 86.566, 87A.270, 20
88.338, 89.027, 600.025) Sections 5, 11, 17, 22, 24, 36, 46, 55, 70 and 76 of this 21
bill authorize the Office of the Secretary of State to accept for filing a record which 22
is written in a language other than English if the Secretary of State determines that 23
sufficient resources are available to provide for a verified translation of that record 24
into the English language. 25
Existing law prohibits the Secretary of State from accepting for filing 26
documents used to form certain business entities, documents which amend the 27
documents used to form such entities or the records required to be filed by a foreign 28
corporation before doing business in this State, if the document or record provides 29
that the name of the business entity contains the words “architect,” “architecture,” 30
“registered architect,” “licensed architect,” “registered interior designer,” 31
“registered interior design,” “residential designer,” “registered residential 32
designer,” “licensed residential designer” or “residential design,” unless the State 33
Board of Architecture, Interior Design and Residential Design certifies that: (1) the 34
principals of the business entity hold a certificate of registration to practice the 35
relevant profession; or (2) the business entity meets the requirements to do business 36
as an entity whose ownership consists of both persons who are qualified to practice 37
the relevant profession and persons who are not so qualified or who are qualified to 38
practice a different profession regulated by the Board. (NRS 78.045, 80.010, 39
86.171, 87.450, 87A.175, 88.320, 623.349) As an alternative to a certification from 40
the Board, Sections 6, 12, 28, 38, 45, and 54 of this bill authorize the Secretary of 41
State to accept documents on behalf of a business entity that uses one of the 42
restricted professional titles in its name if the principals of the business entity 43
present documentation satisfactory to the Secretary of State that: (1) the principals 44
hold a certificate of registration to practice the relevant profession; or (2) the 45
business entity meets the requirements to do business as an entity whose ownership 46
consists of both persons who are qualified to practice the relevant profession and 47
persons who are not so qualified or who are qualified to practice a different 48
profession regulated by the Board. 49
Existing law authorizes a person who is using a trademark, trade name or 50
service mark in this State to register that mark with the Secretary of State. (NRS 51
600.340) The Secretary of State is authorized, for the purposes of administrative 52
convenience, to adopt regulations that define general classes of goods and services 53
for which a mark may be registered. (NRS 600.400) An application for registration 54
must identify the class of the goods or services, as designated by the Secretary of 55
State, in connection with which the mark is used. (NRS 600.340) Section 79 of this 56
bill removes the authority for the Secretary of State to define the classes of goods 57
and services for which a mark may be registered and instead sets forth the schedule 58
of classes of goods and services adopted by the United States Patent and Trademark 59
Office for the purpose of classifying marks which are registered federally. 60
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Section 77 of this bill makes a conforming change to reflect that the classes of 61
goods and services for which a mark may be registered will no longer be defined by 62
the Secretary of State. 63
Existing law authorizes a person to assign a mark and its registration. (NRS 64
600.370) Section 78 of this bill requires an assignment of a mark to be made on a 65
form prescribed by the Secretary of State. 66
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 76.100 is hereby amended to read as follows: 1
76.100 1. A person shall not conduct a business in this State 2
unless and until the person obtains a state business license issued by 3
the Secretary of State. If the person is: 4
(a) An entity required to file an initial or annual list with the 5
Secretary of State pursuant to this title, the person must obtain the 6
state business license at the time of filing the initial or annual list. 7
(b) Not an entity required to file an initial or annual list with the 8
Secretary of State pursuant to this title, the person must obtain the 9
state business license before conducting a business in this State. 10
2. An application for a state business license must: 11
(a) Be made upon a form prescribed by the Secretary of State; 12
(b) Set forth the name under which the applicant transacts or 13
intends to transact business, or if the applicant is an entity organized 14
pursuant to this title and on file with the Secretary of State, the exact 15
name on file with the Secretary of State, the business identification 16
number as assigned by the Secretary of State pursuant to NRS 17
225.082, and the location in this State of the place or places of 18
business; 19
(c) [Be] Except as otherwise provided in subsection 3, be 20
accompanied by a fee in the amount of $200, except that if the 21
applicant is a corporation organized pursuant to chapter 78, 78A or 22
78B of NRS, or a foreign corporation required to file an initial or 23
annual list with the Secretary of State pursuant to chapter 80 of 24
NRS, the application must be accompanied by a fee of $500; and 25
(d) Include any other information that the Secretary of State 26
deems necessary. 27
If the applicant is an entity organized pursuant to this title and on 28
file with the Secretary of State and the applicant has no location in 29
this State of its place of business, the address of its registered agent 30
shall be deemed to be the location in this State of its place of 31
business. 32
3. The Secretary of State may establish by regulation the 33
amount of the fee that must accompany an application for a state 34
business license pursuant to subsection 2. If the Secretary of State 35
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establishes by regulation the amount of such a fee, an application 1
for a state business license must be accompanied by a fee in the 2
amount established by the Secretary of State by regulation. 3
4. The application must be signed pursuant to NRS 239.330 by: 4
(a) The owner of a business that is owned by a natural person. 5
(b) A member or partner of an association or partnership. 6
(c) A general partner of a limited partnership. 7
(d) A managing partner of a limited-liability partnership. 8
(e) A manager or managing member of a limited-liability 9
company. 10
(f) An officer of a corporation or some other person specifically 11
authorized by the corporation to sign the application. 12
[4.] 5. If the application for a state business license is defective 13
in any respect or the fee required by this section is not paid, the 14
Secretary of State may return the application for correction or 15
payment. 16
[5.] 6. A state business license issued pursuant to this section 17
must contain the business identification number assigned by the 18
Secretary of State pursuant to NRS 225.082. 19
[6.] 7. The state business license required to be obtained 20
pursuant to this section is in addition to any license to conduct 21
business that must be obtained from the local jurisdiction in which 22
the business is being conducted. 23
[7.] 8. For the purposes of this chapter, a person: 24
(a) Shall be deemed to conduct a business in this State if a 25
business for which the person is responsible: 26
(1) Is organized pursuant to this title, other than a business 27
organized pursuant to: 28
(I) Chapter 82 or 84 of NRS; or 29
(II) Chapter 81 of NRS if the business is a nonprofit unit-30
owners’ association or a nonprofit religious, charitable, fraternal or 31
other organization that qualifies as a tax-exempt organization 32
pursuant to 26 U.S.C. § 501(c); 33
(2) Has an office or other base of operations in this State; 34
(3) Except as otherwise provided in NRS 76.103, has a 35
registered agent in this State; or 36
(4) Pays wages or other remuneration to a natural person 37
who performs in this State any of the duties for which he or she is 38
paid. 39
(b) Shall be deemed not to conduct a business in this State if: 40
(1) The business for which the person is responsible: 41
(I) Is not organized pursuant to this title; 42
(II) Does not have an office or base of operations in this 43
State; 44
(III) Does not have a registered agent in this State; and 45
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(IV) Does not pay wages or other remuneration to a 1
natural person who performs in this State any of the duties for which 2
he or she is paid, other than wages or other remuneration paid to a 3
natural person for performing duties in connection with an activity 4
described in subparagraph (2); 5
(2) The business for which the person is responsible is 6
conducting activity in this State solely to provide vehicles or 7
equipment on a short-term basis in response to a wildland fire, a 8
flood, an earthquake or another emergency; or 9
(3) The Secretary of State determines that the person is not 10
conducting a business in this State. 11
[8.] 9. As used in this section, “registered agent” has the 12
meaning ascribed to it in NRS 77.230. 13
Sec. 2. NRS 76.103 is hereby amended to read as follows: 14
76.103 1. A manufacturer who maintains a registered agent 15
in this State solely because of the requirements set forth in NRS 16
370.680 and who is not otherwise required to obtain a state business 17
license pursuant to NRS 76.100 is not deemed, pursuant to 18
subparagraph (3) of paragraph (a) of subsection [7] 8 of NRS 19
76.100, to conduct a business in this State. 20
2. As used in this section, “manufacturer” has the meaning 21
ascribed to it in NRS 370.0315. 22
Sec. 3. NRS 76.110 is hereby amended to read as follows: 23
76.110 1. If a person fails to obtain a state business license 24
and pay the fee required pursuant to NRS 76.100 before conducting 25
a business in this State and the person is: 26
(a) An entity required to file an annual list with the Secretary of 27
State pursuant to this title, the person: 28
(1) [Shall] Except as otherwise provided in subsection 2, 29
shall pay a penalty of $100 in addition to the annual state business 30
license fee for each year in which the entity fails to obtain a state 31
business license; 32
(2) Shall be deemed to have not complied with the 33
requirement to file an annual list with the Secretary of State; and 34
(3) Is subject to all applicable provisions relating to the 35
failure to file an annual list, including, without limitation, the 36
provisions governing default and revocation of its charter or right to 37
transact business in this State, except that the person is required to 38
pay the penalty set forth in subparagraph (1) of paragraph (a). 39
(b) Not an entity required to file an annual list with the Secretary 40
of State, the person shall , except as otherwise provided in 41
subsection 2, pay a penalty in the amount of $100 in addition to the 42
annual state business license fee for each year in which the person 43
has conducted business in this State without a state business license. 44
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2. The Secretary of State may establish by regulation the 1
amount of the penalty required to be paid pursuant to this section 2
by a person who fails to obtain a state business license and pay the 3
fee required pursuant to NRS 76.100. If the Secretary of State 4
establishes by regulation the amount of such a penalty, the 5
amount of any penalty required to be paid pursuant to this section 6
must be the amount established by the Secretary of State by 7
regulation. 8
3. The Secretary of State may refuse to issue a state business 9
license to a person that has failed to pay the fees and penalties 10
required by this chapter. 11
Sec. 4. NRS 76.130 is hereby amended to read as follows: 12
76.130 1. Except as otherwise provided in subsection 2 [,] or 13
7, a person who applies for renewal of a state business license shall 14
submit a fee in the amount of $200 to the Secretary of State: 15
(a) If the person is an entity required to file an annual list with 16
the Secretary of State pursuant to this title, at the time the person 17
submits the annual list to the Secretary of State, unless the person 18
submits a certificate or other form evidencing the dissolution of the 19
entity; or 20
(b) If the person is not an entity required to file an annual list 21
with the Secretary of State pursuant to this title, on the last day of 22
the month in which the anniversary date of issuance of the state 23
business license occurs in each year, unless the person submits a 24
written statement to the Secretary of State, at least 10 days before 25
that date, indicating that the person will not be conducting a 26
business in this State after that date. 27
2. [If] Except as otherwise provided in subsection 7, if the 28
person applying for the renewal of a state business license pursuant 29
to subsection 1 is a corporation organized pursuant to chapter 78, 30
78A or 78B of NRS, or a foreign corporation required to file an 31
initial or annual list with the Secretary of State pursuant to chapter 32
80 of NRS, the fee for the renewal of a state business license is 33
$500. 34
3. The Secretary of State shall, 90 days before the last day for 35
filing an application for renewal of the state business license of a 36
person who holds a state business license, provide to the person a 37
notice of the state business license fee due pursuant to this section 38
and a reminder to file the application for renewal required pursuant 39
to this section. Failure of any person to receive a notice does not 40
excuse the person from the penalty imposed by law. 41
4. If a person fails to submit the annual state business license 42
fee required pursuant to this section in a timely manner and the 43
person is: 44
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(a) An entity required to file an annual list with the Secretary of 1
State pursuant to this title, the person: 2
(1) [Shall] Except as otherwise provided in subsection 7, 3
shall pay a penalty of $100 in addition to the annual state business 4
license fee; 5
(2) Shall be deemed to have not complied with the 6
requirement to file an annual list with the Secretary of State; and 7
(3) Is subject to all applicable provisions relating to the 8
failure to file an annual list, including, without limitation, the 9
provisions governing default and revocation of its charter or right to 10
transact business in this State, except that the person is required to 11
pay the penalty set forth in subparagraph (1). 12
(b) Not an entity required to file an annual list with the Secretary 13
of State, the person shall , except as otherwise provided in 14
subsection 7, pay a penalty in the amount of $100 in addition to the 15
annual state business license fee. The Secretary of State shall 16
provide to the person a written notice that: 17
(1) Must include a statement indicating the amount of the 18
fees and penalties required pursuant to this section and the costs 19
remaining unpaid. 20
(2) May be provided electronically, if the person has 21
requested to receive communications by electronic transmission, by 22
electronic mail or other electronic communication. 23
5. A person who continues to do business in this State without 24
renewing the person’s state business license before its renewal date 25
is subject to the fees and penalties provided for in this section unless 26
the person files a certificate of cancellation of the person’s state 27
business license with the Secretary of State. 28
6. The Secretary of State shall waive the annual state business 29
license fee and any related penalty imposed on a natural person or 30
partnership if the natural person or partnership provides evidence 31
satisfactory to the Secretary of State that the natural person or 32
partnership conducted no business in this State during the period for 33
which the fees and penalties would be waived. 34
7. The Secretary of State may establish by regulation the 35
amount of the fee required by this section for the renewal of a 36
state business license and the penalty required to be paid pursuant 37
to this section by a person who fails to pay the annual state 38
business license fee in a timely manner. If the Secretary of State 39
establishes by regulation the amount of: 40
(a) The fee for the renewal of a state business license, the 41
amount of the fee for such renewal is the amount of the fee 42
established by the Secretary of State by regulation. 43
(b) The penalty required to be paid pursuant to this section by 44
a person who fails to pay the annual state business license fee in a 45
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timely manner, the amount of any such penalty must be the 1
amount established by the Secretary of State by regulation. 2
Sec. 5. NRS 78.028 is hereby amended to read as follows: 3
78.028 [No] 4
1. Except as otherwise provided in subsection 2, no record 5
which is written in a language other than English may be filed or 6
submitted for filing in the Office of the Secretary of State pursuant 7
to the provisions of this chapter unless it is accompanied by a 8
verified translation of that record into the English language. 9
2. The Office of the Secretary of State may accept for filing a 10
record which is written in a language other than English if the 11
Secretary of State determines that sufficient resources are 12
available to provide for a verified translation of that record into 13
the English language. 14
Sec. 6. NRS 78.045 is hereby amended to read as follows: 15
78.045 1. The Secretary of State shall not accept for filing 16
any articles of incorporation or any certificate of amendment of 17
articles of incorporation of any corporation formed pursuant to the 18
laws of this State which provides that the name of the corporation 19
contains the word “bank” or “trust,” unless: 20
(a) It appears from the articles or the certificate of amendment 21
that the corporation proposes to carry on business as a banking or 22
trust company, exclusively or in connection with its business as a 23
bank, savings and loan association, savings bank or thrift company; 24
and 25
(b) The articles or certificate of amendment is first approved by 26
the Commissioner of Financial Institutions. 27
2. The Secretary of State shall not accept for filing any articles 28
of incorporation or any certificate of amendment of articles of 29
incorporation of any corporation formed pursuant to the provisions 30
of this chapter if it appears from the articles or the certificate of 31
amendment that the business to be carried on by the corporation is 32
subject to supervision by the Commissioner of Insurance or by the 33
Commissioner of Financial Institutions, unless the articles or 34
certificate of amendment is approved by the Commissioner who will 35
supervise the business of the corporation. 36
3. Except as otherwise provided in subsection 7, the Secretary 37
of State shall not accept for filing any articles of incorporation or 38
any certificate of amendment of articles of incorporation of any 39
corporation formed pursuant to the laws of this State if the name of 40
the corporation contains the words “engineer,” “engineered,” 41
“engineering,” “professional engineer,” “registered engineer” or 42
“licensed engineer” unless: 43
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(a) The State Board of Professional Engineers and Land 1
Surveyors certifies that the principals of the corporation are licensed 2
to practice engineering pursuant to the laws of this State; or 3
(b) The State Board of Professional Engineers and Land 4
Surveyors certifies that the corporation is exempt from the 5
prohibitions of NRS 625.520. 6
4. Except as otherwise provided in subsection 7, the Secretary 7
of State shall not accept for filing any articles of incorporation or 8
any certificate of amendment of articles of incorporation of any 9
corporation formed pursuant to the laws of this State if the name of 10
the corporation contains the words “architect,” “architecture,” 11
“registered architect,” “licensed architect,” “registered interior 12
designer,” “registered interior design,” “residential designer,” 13
“registered residential designer,” “licensed residential designer” or 14
“residential design” unless [the] : 15
(a) The State Board of Architecture, Interior Design and 16
Residential Design certifies that: 17
[(a)] (1) The principals of the corporation are holders of a 18
certificate of registration to practice architecture or residential 19
design or to practice as a registered interior designer, as applicable, 20
pursuant to the laws of this State; or 21
[(b)] (2) The corporation is qualified to do business in this State 22
pursuant to NRS 623.349 [.] ; or 23
(b) The principals of the corporation present documentation 24
satisfactory to the Secretary of State showing that: 25
(1) The principals are holders of a certificate of registration 26
to practice architecture or residential design or to practice as a 27
registered interior designer, as applicable, pursuant to the laws of 28
this State; or 29
(2) The corporation is qualified to do business in this State 30
pursuant to NRS 623.349. 31
5. The Secretary of State shall not accept for filing any articles 32
of incorporation or any certificate of amendment of articles of 33
incorporation of any corporation formed pursuant to the laws of this 34
State which provides that the name of the corporation contains the 35
word “accountant,” “accounting,” “accountancy,” “auditor” or 36
“auditing” unless the Nevada State Board of Accountancy certifies 37
that the corporation: 38
(a) Is registered pursuant to the provisions of chapter 628 of 39
NRS; or 40
(b) Has filed with the Nevada State Board of Accountancy under 41
penalty of perjury a written statement that the corporation is not 42
engaged in the practice of accounting and is not offering to practice 43
accounting in this State. 44
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6. The Secretary of State shall not accept for filing any articles 1
of incorporation or any certificate of amendment of articles of 2
incorporation of any corporation formed or existing pursuant to the 3
laws of this State which provides that the name of the corporation 4
contains the words “common-interest community,” “community 5
association,” “master association,” “unit-owners’ association” or 6
“homeowners’ association” or if it appears in the articles of 7
incorporation or certificate of amendment that the purpose of the 8
corporation is to operate as a unit-owners’ association pursuant to 9
chapter 116 or 116B of NRS unless the Administrator of the Real 10
Estate Division of the Department of Business and Industry certifies 11
that the corporation has: 12
(a) Registered with the Ombudsman for Owners in Common-13
Interest Communities and Condominium Hotels pursuant to NRS 14
116.31158 or 116B.625; and 15
(b) Paid to the Administrator of the Real Estate Division the fees 16
required pursuant to NRS 116.31155 or 116B.620. 17
7. The provisions of subsections 3 and 4 do not apply to any 18
corporation, whose securities are publicly traded and regulated by 19
the Securities Exchange Act, which does not engage in the practice 20
of professional engineering, architecture or residential design or 21
interior design, as applicable. 22
8. The Commissioner of Financial Institutions and the 23
Commissioner of Insurance may approve or disapprove the articles 24
or amendments referred to them pursuant to the provisions of this 25
section. 26
Sec. 7. NRS 78.150 is hereby amended to read as follows: 27
78.150 1. A corporation organized pursuant to the laws of 28
this State shall, at the time of the filing of its articles of 29
incorporation with the Secretary of State or, if the corporation has 30
selected an alternative due date pursuant to subsection 12, on or 31
before that alternative due date, file with the Secretary of State a list, 32
on a form furnished by the Secretary of State, containing: 33
(a) The name of the corporation; 34
(b) The file number of the corporation, if known; 35
(c) The names and titles of the president, secretary and treasurer, 36
or the equivalent thereof, and of all the directors of the corporation; 37
(d) The address, either residence or business, of each officer and 38
director listed, following the name of the officer or director; and 39
(e) The signature of an officer of the corporation, or some other 40
person specifically authorized by the corporation to sign the list, 41
certifying that the list is true, complete and accurate. 42
2. The corporation shall annually thereafter, on or before the 43
last day of the month in which the anniversary date of incorporation 44
occurs in each year, or, if, pursuant to subsection 12, the corporation 45
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has selected an alternative due date for filing the list required by 1
subsection 1, on or before the last day of the month in which the 2
anniversary date of the alternative due date occurs in each year, file 3
with the Secretary of State, on a form furnished by the Secretary of 4
State, an annual list containing all of the information required in 5
subsection 1. 6
3. Each list required by subsection 1 or 2 must be accompanied 7
by: 8
(a) A declaration under penalty of perjury that: 9
(1) The corporation has complied with the provisions of 10
chapter 76 of NRS; 11
(2) The corporation acknowledges that pursuant to NRS 12
239.330, it is a category C felony to knowingly offer any false or 13
forged instrument for filing with the Office of the Secretary of State; 14
and 15
(3) None of the officers or directors identified in the list has 16
been identified in the list with the fraudulent intent of concealing the 17
identity of any person or persons exercising the power or authority 18
of an officer or director in furtherance of any unlawful conduct. 19
(b) A statement as to whether the corporation is a publicly 20
traded company. If the corporation is a publicly traded company, the 21
corporation must list its Central Index Key. The Secretary of State 22
shall include on the Secretary of State’s Internet website the Central 23
Index Key of a corporation provided pursuant to this paragraph and 24
instructions describing the manner in which a member of the public 25
may obtain information concerning the corporation from the 26
Securities and Exchange Commission. 27
4. [Upon] Except as otherwise provided in this subsection, 28
upon filing the list required by: 29
(a) Subsection 1, the corporation shall pay to the Secretary of 30
State a fee of $150. 31
(b) Subsection 2, the corporation shall pay to the Secretary of 32
State, if the amount represented by the total number of shares 33
provided for in the articles is: 34
35
$75,000 or less .................................................................. $150 36
Over $75,000 and not over $200,000 ................................. 200 37
Over $200,000 and not over $500,000 ............................... 300 38
Over $500,000 and not over $1,000,000 ............................ 400 39
Over $1,000,000: 40
For the first $1,000,000 ................................................. 400 41
For each additional $500,000 or fraction thereof .......... 275 42
[The] Except as otherwise provided in this subsection, the 43
maximum fee which may be charged pursuant to paragraph (b) for 44
filing the annual list is $11,125. The Secretary of State may 45
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establish by regulation the amount of the fee which must be paid 1
for filing a list required by subsection 1 or 2, which may exceed 2
the maximum fee specified in this subsection. If the Secretary of 3
State establishes by regulation the amount of such a fee, upon 4
filing a list required by subsection 1 or 2, the corporation shall pay 5
to the Secretary of State a fee in the amount established by the 6
Secretary of State by regulation. 7
8
5. If a corporation files an amended list of directors and 9
officers with the Secretary of State within 60 days after the date on 10
which the list required by subsection 1 is filed, the corporation or 11
the resigning director or officer is not required to pay a fee for filing 12
the amended list. 13
6. Except as otherwise provided in subsection 5, if a director or 14
officer of a corporation resigns and the resignation is not reflected 15
on the annual or amended list of directors and officers, the 16
corporation or the resigning director or officer shall pay to the 17
Secretary of State a fee of $75 to file the resignation. 18
7. The Secretary of State shall, 90 days before the last day for 19
filing each annual list required by subsection 2, provide to each 20
corporation which is required to comply with the provisions of NRS 21
78.150 to 78.185, inclusive, and which has not become delinquent, a 22
notice of the fee due pursuant to subsection 4 and a reminder to file 23
the annual list required by subsection 2. Failure of any corporation 24
to receive a notice does not excuse it from the penalty imposed by 25
law. 26
8. If the list to be filed pursuant to the provisions of subsection 27
1 or 2 is defective in any respect or the fee required by subsection 4 28
is not paid, the Secretary of State may return the list for correction 29
or payment. 30
9. An annual list for a corporation not in default which is 31
received by the Secretary of State more than 90 days before its due 32
date shall be deemed an amended list for the previous year and must 33
be accompanied by the appropriate fee as provided in subsection 4 34
for filing. A payment submitted pursuant to this subsection does not 35
satisfy the requirements of subsection 2 for the year to which the 36
due date is applicable. 37
10. A person who files with the Secretary of State a list 38
required by subsection 1 or 2 which identifies an officer or director 39
with the fraudulent intent of concealing the identity of any person or 40
persons exercising the power or authority of an officer or director in 41
furtherance of any unlawful conduct is subject to the penalty set 42
forth in NRS 225.084. 43
11. For the purposes of this section, a stockholder is not 44
deemed to exercise actual control of the daily operations of a 45
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corporation based solely on the fact that the stockholder has voting 1
control of the corporation. 2
12. The Secretary of State may allow a corporation to select an 3
alternative due date for filing the list required by subsection 1. 4
13. The Secretary of State may adopt regulations to administer 5
the provisions of subsection 12. 6
Sec. 8. NRS 78.170 is hereby amended to read as follows: 7
78.170 1. Each corporation which is required to make a filing 8
and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, and 9
which refuses or neglects to do so within the time provided shall be 10
deemed in default. 11
2. Upon notification from the Administrator of the Real Estate 12
Division of the Department of Business and Industry that a 13
corporation which is a unit-owners’ association as defined in NRS 14
116.011 or 116B.030 has failed to register pursuant to NRS 15
116.31158 or 116B.625 or failed to pay the fees pursuant to 16
NRS 116.31155 or 116B.620, the Secretary of State shall deem the 17
corporation to be in default. If, after the corporation is deemed to be 18
in default, the Administrator notifies the Secretary of State that the 19
corporation has registered pursuant to NRS 116.31158 or 116B.625 20
and paid the fees pursuant to NRS 116.31155 or 116B.620, the 21
Secretary of State shall reinstate the corporation if the corporation 22
complies with the requirements for reinstatement as provided in this 23
section and NRS 78.180 and 78.185. 24
3. [For] Except as otherwise provided in this subsection, for 25
default there must be added to the amount of the fee a penalty of 26
$75. The Secretary of State may establish by regulation the 27
amount of the penalty for default. If the Secretary of State 28
establishes by regulation the amount of such a penalty for default, 29
there must be added to the amount of the fee a penalty in the 30
amount established by the Secretary of State by regulation. The fee 31
and penalty must be collected as provided in this chapter. 32
Sec. 9. NRS 78.180 is hereby amended to read as follows: 33
78.180 1. Except as otherwise provided in subsections 3 and 34
4 and NRS 78.152, the Secretary of State shall reinstate a 35
corporation which has forfeited or which forfeits its right to transact 36
business pursuant to the provisions of this chapter and shall restore 37
to the corporation its right to carry on business in this State, and to 38
exercise its corporate privileges and immunities, if it: 39
(a) Files with the Secretary of State: 40
(1) The list required by NRS 78.150; 41
(2) The statement required by NRS 78.153, if applicable; 42
(3) The information required pursuant to NRS 77.310; and 43
(4) A declaration under penalty of perjury, on a form 44
provided by the Secretary of State, that the reinstatement is 45
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authorized by a court of competent jurisdiction in this State or by 1
the duly elected board of directors of the corporation or, if the 2
corporation does not have a board of directors, the equivalent of 3
such a board; and 4
(b) Except as otherwise provided in NRS 231.14057, pays to the 5
Secretary of State: 6
(1) The filing fee and penalty set forth in NRS 78.150 and 7
78.170 for each year or portion thereof during which it failed to file 8
each required annual list in a timely manner; 9
(2) The fee set forth in NRS 78.153, if applicable; and 10
(3) [A] Except as otherwise provided in this subparagraph, 11
a fee of $300 for reinstatement. The Secretary of State may 12
establish by regulation the amount of the fee for reinstatement. If 13
the Secretary of State establishes by regulation the amount of the 14
fee for reinstatement, the corporation must pay to the Secretary of 15
State a fee for reinstatement in the amount established by the 16
Secretary of State by regulation. 17
2. When the Secretary of State reinstates the corporation, the 18
Secretary of State shall issue to the corporation a certificate of 19
reinstatement if the corporation: 20
(a) Requests a certificate of reinstatement; and 21
(b) Pays the required fees pursuant to subsection 7 of 22
NRS 78.785. 23
3. Except as otherwise provided in NRS 231.14057, the 24
Secretary of State shall not order a reinstatement unless all 25
delinquent fees and penalties have been paid, and the revocation of 26
the charter occurred only by reason of failure to pay the fees and 27
penalties. 28
4. If a corporate charter has been revoked pursuant to the 29
provisions of this chapter and has remained revoked for a period of 30
5 consecutive years, the charter must not be reinstated. 31
5. Except as otherwise provided in NRS 78.185, a 32
reinstatement pursuant to this section relates back to the date on 33
which the corporation forfeited its right to transact business under 34
the provisions of this chapter and reinstates the corporation’s right 35
to transact business as if such right had at all times remained in full 36
force and effect. 37
Sec. 10. NRS 78.760 is hereby amended to read as follows: 38
78.760 1. [The] Except as otherwise provided in this section, 39
the fee for filing articles of incorporation is prescribed in the 40
following schedule: 41
42
If the amount represented by the total number of shares 43
provided for in the articles is: 44
$75,000 or less .................................................................... $75 45
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Over $75,000 and not over $200,000 ............................... $175 1
Over $200,000 and not over $500,000 ............................... 275 2
Over $500,000 and not over $1,000,000 ............................ 375 3
Over $1,000,000: 4
For the first $1,000,000 ................................................. 375 5
For each additional $500,000 or fraction thereof .......... 275 6
7
2. [The] Except as otherwise provided in this section, the 8
maximum fee which may be charged pursuant to this section: 9
(a) Is $35,000 for the original filing of the articles of 10
incorporation. 11
(b) Is $34,925 for a subsequent filing of any instrument which 12
authorizes an increase in stock. 13
3. For the purposes of computing the filing fees according to 14
the schedule in subsection 1, the amount represented by the total 15
number of shares provided for in the articles of incorporation is: 16
(a) The aggregate par value of the shares, if only shares with a 17
par value are therein provided for; 18
(b) The product of the number of shares multiplied by $1, 19
regardless of any lesser amount prescribed as the value or 20
consideration for which shares may be issued and disposed of, if 21
only shares without par value are therein provided for; or 22
(c) The aggregate par value of the shares with a par value plus 23
the product of the number of shares without par value multiplied by 24
$1, regardless of any lesser amount prescribed as the value or 25
consideration for which the shares without par value may be issued 26
and disposed of, if shares with and without par value are therein 27
provided for. 28
For the purposes of this subsection, shares with no prescribed par 29
value shall be deemed shares without par value. 30
4. The Secretary of State shall calculate filing fees pursuant to 31
this section with respect to shares with a par value of less than one-32
tenth of a cent as if the par value were one-tenth of a cent. 33
5. The Secretary of State may establish by regulation the 34
amount of the fee for filing articles of incorporation, which must 35
be based on the amount represented by the total number of shares 36
provided for in the articles and which may exceed the maximum 37
fee specified in subsection 2. If the Secretary of State establishes 38
by regulation the amount of the fee for filing articles of 39
incorporation, the fee for filing articles of incorporation must be 40
in the amount established by the Secretary of State by regulation. 41
Sec. 11. NRS 78A.015 is hereby amended to read as follows: 42
78A.015 [No] 43
1. Except as otherwise provided in subsection 2, no record 44
which is written in a language other than English may be filed or 45
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submitted for filing in the Office of the Secretary of State pursuant 1
to the provisions of this chapter unless it is accompanied by a 2
verified translation of that record into the English language. 3
2. The Office of the Secretary of State may accept for filing a 4
record which is written in a language other than English if the 5
Secretary of State determines that sufficient resources are 6
available to provide for a verified translation of that record into 7
the English language. 8
Sec. 12. NRS 80.010 is hereby amended to read as follows: 9
80.010 1. Before commencing or doing any business in this 10
State, each corporation organized pursuant to the laws of another 11
state, territory, the District of Columbia, a possession of the United 12
States or a foreign country that enters this State to do business must: 13
(a) File in the Office of the Secretary of State: 14
(1) The information required pursuant to NRS 77.310. The 15
street address of the registered agent is the registered office of the 16
corporation in this State. 17
(2) A statement signed by an officer of the corporation, or 18
some other person specifically authorized by the corporation to sign 19
the statement, setting forth: 20
(I) A general description of the purposes of the 21
corporation; 22
(II) The authorized stock of the corporation and the 23
number and par value of shares having par value and the number of 24
shares having no par value; 25
(III) A declaration of the existence of the corporation and 26
the name of the jurisdiction of its incorporation or the governmental 27
acts or other instrument of authority by which the corporation was 28
created; and 29
(IV) A declaration that the corporation is in good standing 30
in the jurisdiction of its incorporation or creation. 31
(b) Lodge in the Office of the Secretary of State a copy of the 32
record most recently filed by the corporation in the jurisdiction of its 33
incorporation setting forth the authorized stock of the corporation, 34
the number of par-value shares and their par value, and the number 35
of no-par-value shares. 36
2. The Secretary of State shall not file the records required by 37
subsection 1 for any foreign corporation whose name is not 38
distinguishable on the records of the Secretary of State from the 39
names of all other artificial persons formed, organized, registered or 40
qualified pursuant to the provisions of this title that are on file in the 41
Office of the Secretary of State and all names that are reserved in 42
the Office of the Secretary of State pursuant to the provisions of this 43
title, unless the written, acknowledged consent of the holder of the 44
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name on file or reserved name to use the same name or the 1
requested similar name accompanies the articles of incorporation. 2
3. For the purposes of this section and NRS 80.012, a proposed 3
name is not distinguishable from a name on file or reserved solely 4
because one or the other names contains distinctive lettering, a 5
distinctive mark, a trademark or trade name, or any combination 6
thereof. 7
4. The name of a foreign corporation whose charter has been 8
revoked, which has merged and is not the surviving entity or whose 9
existence has otherwise terminated is available for use by any other 10
artificial person. 11
5. The Secretary of State shall not accept for filing the records 12
required by subsection 1 or NRS 80.110 for any foreign corporation 13
if the name of the corporation contains the words “engineer,” 14
“engineered,” “engineering,” “professional engineer,” “registered 15
engineer” or “licensed engineer” unless the State Board of 16
Professional Engineers and Land Surveyors certifies that: 17
(a) The principals of the corporation are licensed to practice 18
engineering pursuant to the laws of this State; or 19
(b) The corporation is exempt from the prohibitions of 20
NRS 625.520. 21
6. The Secretary of State shall not accept for filing the records 22
required by subsection 1 or NRS 80.110 for any foreign corporation 23
if the name of the corporation contains the words “architect,” 24
“architecture,” “registered architect,” “licensed architect,” 25
“registered interior designer,” “registered interior design,” 26
“residential designer,” “registered residential designer,” “licensed 27
residential designer” or “residential design” unless [the] : 28
(a) The State Board of Architecture, Interior Design and 29
Residential Design certifies that: 30
[(a)] (1) The principals of the corporation are holders of a 31
certificate of registration to practice architecture or residential 32
design or to practice as a registered interior designer, as applicable, 33
pursuant to the laws of this State; or 34
[(b)] (2) The corporation is qualified to do business in this State 35
pursuant to NRS 623.349 [.] ; or 36
(b) The principals of the corporation present documentation 37
satisfactory to the Secretary of State showing that: 38
(1) The principals are holders of a certificate of registration 39
to practice architecture or residential design or to practice as a 40
registered interior designer, as applicable, pursuant to the laws of 41
this State; or 42
(2) The corporation is qualified to do business in this State 43
pursuant to NRS 623.349. 44
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7. The Secretary of State shall not accept for filing the records 1
required by subsection 1 or NRS 80.110 for any foreign corporation 2
if it appears from the records that the business to be carried on by 3
the corporation is subject to supervision by the Commissioner of 4
Financial Institutions, unless the Commissioner certifies that: 5
(a) The corporation has obtained the authority required to do 6
business in this State; or 7
(b) The corporation is not subject to or is exempt from the 8
requirements for obtaining such authority. 9
8. The Secretary of State shall not accept for filing the records 10
required by subsection 1 or NRS 80.110 for any foreign corporation 11
if the name of the corporation contains the word “accountant,” 12
“accounting,” “accountancy,” “auditor” or “auditing” unless the 13
Nevada State Board of Accountancy certifies that the foreign 14
corporation: 15
(a) Is registered pursuant to the provisions of chapter 628 of 16
NRS; or 17
(b) Has filed with the Nevada State Board of Accountancy under 18
penalty of perjury a written statement that the foreign corporation is 19
not engaged in the practice of accounting and is not offering to 20
practice accounting in this State. 21
9. The Secretary of State may adopt regulations that interpret 22
the requirements of subsections 1 to 8, inclusive. 23
10. A person shall not file the records required by subsection 1 24
for any illegal purpose or with the fraudulent intent to conceal any 25
business activity, or lack thereof, from another person or a 26
governmental agency. 27
Sec. 13. NRS 80.050 is hereby amended to read as follows: 28
80.050 1. Except as otherwise provided in subsection 3 [,] or 29
4, foreign corporations shall pay the same fees to the Secretary of 30
State as are required to be paid by corporations organized pursuant 31
to the laws of this State, but the amount of fees to be charged must 32
not exceed: 33
(a) The sum of $35,000 for filing records for initial 34
qualification; or 35
(b) The sum of $34,925 for each subsequent filing of a 36
certificate increasing authorized capital stock. 37
2. If the corporate records required to be filed set forth only the 38
total number of shares of stock the corporation is authorized to issue 39
without reference to value, the authorized shares shall be deemed to 40
be without par value and the filing fee must be computed pursuant 41
to paragraph (b) of subsection 3 of NRS 78.760. 42
3. [Foreign] Except as otherwise provided in subsection 4, 43
foreign corporations which are nonprofit corporations and which do 44
not have or issue shares of stock shall pay the same fees to the 45
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Secretary of State as are required to be paid by nonprofit 1
corporations organized pursuant to the laws of this State. 2
4. The Secretary of State may establish by regulation the 3
amount of the fee that a foreign corporation, including, without 4
limitation, a foreign corporation which is a nonprofit corporation 5
and which does not have or issue shares of stock, must pay for 6
filing records for initial qualification, which may exceed the limit 7
specified in subsection 1. If the Secretary of State establishes by 8
regulation the amount of such a fee, the amount of the fee that a 9
foreign corporation, including, without limitation, a foreign 10
corporation which is a nonprofit corporation and which does not 11
have or issue shares of stock, must be in the amount established by 12
the Secretary of State by regulation. 13
5. The fee for filing a notice of withdrawal from the State of 14
Nevada by a foreign corporation is $100. 15
Sec. 14. NRS 80.110 is hereby amended to read as follows: 16
80.110 1. Each foreign corporation doing business in this 17
State shall, at the time that the information required by NRS 80.010 18
is filed with the Secretary of State, or, if the foreign corporation has 19
selected an alternative due date pursuant to subsection 10, on or 20
before that alternative due date, and annually thereafter on or before 21
the last day of the month in which the anniversary date of its 22
qualification to do business in this State occurs in each year, or, if 23
applicable, on or before the last day of the month in which the 24
anniversary date of the alternative due date occurs in each year, file 25
with the Secretary of State a list, on a form furnished by the 26
Secretary of State, that contains: 27
(a) The names and addresses, either residence or business, of its 28
president, secretary and treasurer, or the equivalent thereof, and all 29
of its directors; and 30
(b) The signature of an officer of the corporation or some other 31
person specifically authorized by the corporation to sign the list. 32
2. Each list filed pursuant to subsection 1 must be accompanied 33
by: 34
(a) A declaration under penalty of perjury that: 35
(1) The foreign corporation has complied with the provisions 36
of chapter 76 of NRS; 37
(2) The foreign corporation acknowledges that pursuant to 38
NRS 239.330, it is a category C felony to knowingly offer any false 39
or forged instrument for filing with the Office of the Secretary of 40
State; and 41
(3) None of the officers or directors identified in the list has 42
been identified in the list with the fraudulent intent of concealing the 43
identity of any person or persons exercising the power or authority 44
of an officer or director in furtherance of any unlawful conduct. 45
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(b) A statement as to whether the foreign corporation is a 1
publicly traded company. If the corporation is a publicly traded 2
company, the corporation must list its Central Index Key. The 3
Secretary of State shall include on the Secretary of State’s Internet 4
website the Central Index Key of a corporation provided pursuant to 5
this subsection and instructions describing the manner in which a 6
member of the public may obtain information concerning the 7
corporation from the Securities and Exchange Commission. 8
3. [Upon] Except as otherwise provided in this subsection, 9
upon filing: 10
(a) The initial list required by subsection 1, the corporation shall 11
pay to the Secretary of State a fee of $150. 12
(b) Each annual list required by subsection 1, the corporation 13
shall pay to the Secretary of State, if the amount represented by the 14
total number of shares provided for in the articles is: 15
16
$75,000 or less .................................................................. $150 17
Over $75,000 and not over $200,000 ................................. 200 18
Over $200,000 and not over $500,000 ............................... 300 19
Over $500,000 and not over $1,000,000 ............................ 400 20
Over $1,000,000: 21
For the first $1,000,000 ................................................. 400 22
For each additional $500,000 or fraction thereof .......... 275 23
The maximum fee which may be charged pursuant to paragraph 24
(b) for filing the annual list is $11,125. The Secretary of State may 25
establish by regulation the amount of the fee which must be paid 26
for filing the initial list and each annual list required by 27
subsection 1, which may exceed the maximum fee specified in this 28
subsection. If the Secretary of State establishes by regulation the 29
amount of such a fee, upon filing the initial list and each annual 30
list, the foreign corporation shall pay to the Secretary of State a 31
fee in the amount established by the Secretary of State by 32
regulation. 33
34
4. If a foreign corporation files an amended list of directors and 35
officers with the Secretary of State within 60 days after the date on 36
which the initial list required by subsection 1 is filed, the foreign 37
corporation or the resigning director or officer is not required to pay 38
a fee for filing the amended list. 39
5. Except as otherwise provided in subsection 4, if a director or 40
officer of a corporation resigns and the resignation is not reflected 41
on the annual or amended list of directors and officers, the 42
corporation or the resigning director or officer shall pay to the 43
Secretary of State a fee of $75 to file the resignation. 44
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6. The Secretary of State shall, 90 days before the last day for 1
filing each annual list required by subsection 1, provide to each 2
corporation which is required to comply with the provisions of NRS 3
80.110 to 80.175, inclusive, and which has not become delinquent, a 4
notice of the fee due pursuant to subsection 3 and a reminder to file 5
the list pursuant to subsection 1. Failure of any corporation to 6
receive a notice does not excuse it from the penalty imposed by the 7
provisions of NRS 80.110 to 80.175, inclusive. 8
7. An annual list for a corporation not in default which is 9
received by the Secretary of State more than 90 days before its due 10
date shall be deemed an amended list for the previous year and does 11
not satisfy the requirements of subsection 1 for the year to which the 12
due date is applicable. 13
8. A person who files with the Secretary of State a list required 14
by subsection 1 which identifies an officer or director with the 15
fraudulent intent of concealing the identity of any person or persons 16
exercising the power or authority of an officer or director in 17
furtherance of any unlawful conduct is subject to the penalty set 18
forth in NRS 225.084. 19
9. For the purposes of this section, a stockholder is not deemed 20
to exercise actual control of the daily operations of a corporation 21
based solely on the fact that the stockholder has voting control of 22
the corporation. 23
10. The Secretary of State may allow a foreign corporation to 24
select an alternative due date for filing the initial list required by 25
subsection 1. 26
11. The Secretary of State may adopt regulations to administer 27
the provisions of subsection 10. 28
Sec. 15. NRS 80.150 is hereby amended to read as follows: 29
80.150 1. Any corporation which is required to make a filing 30
and pay the fee prescribed in NRS 80.110 to 80.175, inclusive, and 31
which refuses or neglects to do so within the time provided is in 32
default. 33
2. [For] Except as otherwise provided in this subsection, for 34
default there must be added to the amount of the fee a penalty of 35
$75, and unless the filing is made and the fee and penalty are paid 36
on or before the last day of the month in which the anniversary date 37
of incorporation occurs in which filing was required, the defaulting 38
corporation by reason of its default forfeits its right to transact any 39
business within this State. The Secretary of State may establish by 40
regulation the amount of the penalty for default. If the Secretary 41
of State establishes by regulation the amount of such a penalty, for 42
default there must be added to the amount of the fee a penalty in 43
the amount established by the Secretary of State by regulation. 44
The fee and penalty must be collected as provided in this chapter. 45
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Sec. 16. NRS 80.170 is hereby amended to read as follows: 1
80.170 1. Except as otherwise provided in subsections 3 and 2
4 or NRS 80.113, the Secretary of State shall reinstate a corporation 3
which has forfeited or which forfeits its right to transact business 4
under the provisions of this chapter and shall restore to the 5
corporation its right to transact business in this State, and to exercise 6
its corporate privileges and immunities, if it: 7
(a) Files with the Secretary of State: 8
(1) The list as provided in NRS 80.110 and 80.140; 9
(2) The statement required by NRS 80.115, if applicable; 10
(3) The information required pursuant to NRS 77.310; and 11
(4) A declaration under penalty of perjury, on a form 12
provided by the Secretary of State, that the reinstatement is 13
authorized by a court of competent jurisdiction in this State or by 14
the duly elected board of directors of the foreign corporation or, if 15
the foreign corporation does not have a board of directors, the 16
equivalent of such a board; and 17
(b) Except as otherwise provided in NRS 231.14057, pays to the 18
Secretary of State: 19
(1) The filing fee and penalty set forth in NRS 80.110 and 20
80.150 for each year or portion thereof that its right to transact 21
business was forfeited; 22
(2) The fee set forth in NRS 80.115, if applicable; and 23
(3) [A] Except as otherwise provided in this subparagraph, 24
a fee of $300 for reinstatement. The Secretary of State may 25
establish by regulation the amount of the fee for reinstatement. If 26
the Secretary of State establishes by regulation the amount of the 27
fee for reinstatement, the corporation must pay to the Secretary of 28
State a fee for reinstatement in the amount established by the 29
Secretary of State by regulation. 30
2. When the Secretary of State reinstates the corporation, the 31
Secretary of State shall issue to the corporation a certificate of 32
reinstatement if the corporation: 33
(a) Requests a certificate of reinstatement; and 34
(b) Pays the required fees pursuant to subsection 7 of 35
NRS 78.785. 36
3. Except as otherwise provided in NRS 231.14057, the 37
Secretary of State shall not order a reinstatement unless all 38
delinquent fees and penalties have been paid and the revocation of 39
the right to transact business occurred only by reason of failure to 40
pay the fees and penalties. 41
4. If the right of a corporation to transact business in this State 42
has been forfeited pursuant to the provisions of this chapter and has 43
remained forfeited for a period of 5 consecutive years, the right is 44
not subject to reinstatement. 45
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5. Except as otherwise provided in NRS 80.175, a 1
reinstatement pursuant to this section relates back to the date on 2
which the corporation forfeited its right to transact business under 3
the provisions of this chapter and reinstates the corporation’s right 4
to transact business as if such right had at all times remained in full 5
force and effect. 6
Sec. 17. NRS 81.003 is hereby amended to read as follows: 7
81.003 [No] 8
1. Except as otherwise provided in subsection 2, no record 9
which is written in a language other than English may be filed or 10
submitted for filing in the Office of the Secretary of State pursuant 11
to the provisions of this chapter unless it is accompanied by a 12
verified translation of that record into the English language. 13
2. The Office of the Secretary of State may accept for filing a 14
record which is written in a language other than English if the 15
Secretary of State determines that sufficient resources are 16
available to provide for a verified translation of that record into 17
the English language. 18
Sec. 18. NRS 82.193 is hereby amended to read as follows: 19
82.193 1. A corporation shall have a registered agent in the 20
manner provided in NRS 78.090 and 78.097. The registered agent 21
and the corporation shall comply with the provisions of those 22
sections. 23
2. Upon notification from the Administrator of the Real Estate 24
Division of the Department of Business and Industry that a 25
corporation which is a unit-owners’ association as defined in 26
NRS 116.011 or 116B.030 has failed to register pursuant to NRS 27
116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 28
116.31155 or 116B.620, the Secretary of State shall deem the 29
corporation to be in default. If, after the corporation is deemed to be 30
in default, the Administrator notifies the Secretary of State that the 31
corporation has registered pursuant to NRS 116.31158 or 116B.625 32
and paid the fees pursuant to NRS 116.31155 or 116B.620, the 33
Secretary of State shall reinstate the corporation if the corporation 34
complies with the requirements for reinstatement as provided in this 35
section and NRS 78.180 and 78.185. 36
3. [A] Except as otherwise provided in subsection 4, a 37
corporation is subject to the provisions of NRS 78.150 to 78.185, 38
inclusive, except that: 39
(a) The fee for filing a list is $50; 40
(b) The penalty added for default is $50; and 41
(c) The fee for reinstatement is $100. 42
4. The Secretary of State may establish by regulation the 43
amount of the fee that a corporation must pay for filing a list, 44
the penalty added for default and the fee for reinstatement. If the 45
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Secretary of State establishes by regulation the amount of the fee 1
for filing a list, the penalty added for default or the fee for 2
reinstatement, the fee for filing a list, the penalty added for default 3
and the fee for reinstatement must be in the amount established by 4
the Secretary of State by regulation. 5
Sec. 19. NRS 82.523 is hereby amended to read as follows: 6
82.523 1. Each foreign nonprofit corporation doing business 7
in this State shall, at the time of the filing of its application for 8
registration as a foreign nonprofit corporation with the Secretary of 9
State, or, if the foreign nonprofit corporation has selected an 10
alternative due date pursuant to subsection 10, on or before that 11
alternative due date, and annually thereafter on or before the last day 12
of the month in which the anniversary date of its qualification to do 13
business in this State occurs in each year, or, if applicable, on or 14
before the last day of the month in which the anniversary date of the 15
alternative due date occurs in each year, file with the Secretary of 16
State a list, on a form furnished by the Secretary of State, that 17
contains: 18
(a) The name of the foreign nonprofit corporation; 19
(b) The file number of the foreign nonprofit corporation, if 20
known; 21
(c) The names and titles of the president, the secretary and the 22
treasurer, or the equivalent thereof, and all the directors of the 23
foreign nonprofit corporation; 24
(d) The address, either residence or business, of the president, 25
secretary and treasurer, or the equivalent thereof, and each director 26
of the foreign nonprofit corporation; and 27
(e) The signature of an officer of the foreign nonprofit 28
corporation, or some other person specifically authorized by the 29
foreign nonprofit corporation to sign the list, certifying that the list 30
is true, complete and accurate. 31
2. Each list filed pursuant to this section must be accompanied 32
by a declaration under penalty of perjury that: 33
(a) The foreign nonprofit corporation has complied with the 34
provisions of chapter 76 of NRS; 35
(b) The foreign nonprofit corporation acknowledges that 36
pursuant to NRS 239.330, it is a category C felony to knowingly 37
offer any false or forged instrument for filing with the Office of the 38
Secretary of State; and 39
(c) None of the officers or directors identified in the list has 40
been identified in the list with the fraudulent intent of concealing the 41
identity of any person or persons exercising the power or authority 42
of an officer or director in furtherance of any unlawful conduct. 43
3. [Upon] Except as otherwise provided in this subsection, 44
upon filing the initial list and each annual list pursuant to this 45
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section, the foreign nonprofit corporation must pay to the Secretary 1
of State a fee of $50. The Secretary of State may establish by 2
regulation the amount of the fee which must be paid for filing the 3
initial list and each annual list pursuant to this section. If the 4
Secretary of State establishes by regulation the amount of such a 5
fee, upon filing the initial list and each annual list, the foreign 6
corporation shall pay to the Secretary of State a fee in the amount 7
established by the Secretary of State by regulation. 8
4. If a foreign nonprofit corporation files an amended list of 9
officers and directors with the Secretary of State within 60 days 10
after the filing of the initial list pursuant to this section, the foreign 11
nonprofit corporation is not required to pay a fee for filing the 12
amended list. 13
5. The Secretary of State shall, 60 days before the last day for 14
filing each annual list, provide to each foreign nonprofit corporation 15
which is required to comply with the provisions of NRS 82.523 to 16
82.524, inclusive, and which has not become delinquent, a notice of 17
the fee due pursuant to subsection 3 and a reminder to file the list 18
required pursuant to subsection 1. Failure of any foreign nonprofit 19
corporation to receive a notice does not excuse it from the penalty 20
imposed by the provisions of NRS 82.523 to 82.524, inclusive. 21
6. If the list to be filed pursuant to the provisions of subsection 22
1 is defective or the fee required by subsection 3 is not paid, the 23
Secretary of State may return the list for correction or payment. 24
7. An annual list for a foreign nonprofit corporation not in 25
default that is received by the Secretary of State more than 90 days 26
before its due date shall be deemed an amended list for the previous 27
year and does not satisfy the requirements of subsection 1 for the 28
year to which the due date is applicable. 29
8. A person who files with the Secretary of State a list pursuant 30
to this section which identifies an officer or director with the 31
fraudulent intent of concealing the identity of any person or persons 32
exercising the power or authority of an officer or director in 33
furtherance of any unlawful conduct is subject to the penalty set 34
forth in NRS 225.084. 35
9. For the purposes of this section, a member of a foreign 36
nonprofit corporation is not deemed to exercise actual control of the 37
daily operations of the foreign nonprofit corporation based solely on 38
the fact that the member has voting control of the foreign nonprofit 39
corporation. 40
10. The Secretary of State may allow a foreign nonprofit 41
corporation to select an alternative due date for filing the initial list 42
required by this section. 43
11. The Secretary of State may adopt regulations to administer 44
the provisions of subsection 10. 45
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Sec. 20. NRS 82.5235 is hereby amended to read as follows: 1
82.5235 1. Each foreign nonprofit corporation which is 2
required to make a filing and pay the fee prescribed in NRS 82.523 3
to 82.524, inclusive, and which refuses or neglects to do so within 4
the time provided is in default. 5
2. [For] Except as otherwise provided in this subsection, for 6
default there must be added to the amount of the fee a penalty of 7
$50, and unless the filing is made and the fee and penalty are paid 8
on or before the last day of the month in which the anniversary date 9
of the foreign nonprofit corporation occurs, the defaulting foreign 10
nonprofit corporation forfeits its right to transact any business 11
within this State. The Secretary of State may establish by 12
regulation the amount of the penalty for default. If the Secretary 13
of State establishes by regulation the amount of such a penalty for 14
default, there must be added to the amount of the fee a penalty in 15
the amount established by the Secretary of State by regulation. 16
The fee and penalty must be collected as provided in this chapter. 17
Sec. 21. NRS 82.5237 is hereby amended to read as follows: 18
82.5237 1. Except as otherwise provided in subsections 3 and 19
4 and NRS 82.183, the Secretary of State shall reinstate a foreign 20
nonprofit corporation which has forfeited or which forfeits its right 21
to transact business pursuant to the provisions of NRS 82.523 to 22
82.524, inclusive, and restore to the foreign nonprofit corporation its 23
right to transact business in this State, and to exercise its corporate 24
privileges and immunities, if it: 25
(a) Files with the Secretary of State: 26
(1) A list as provided in NRS 82.523; and 27
(2) A declaration under penalty of perjury, on a form 28
provided by the Secretary of State, that the reinstatement is 29
authorized by a court of competent jurisdiction in this State or by 30
the duly elected board of directors of the foreign nonprofit 31
corporation or, if the foreign nonprofit corporation does not have a 32
board of directors, the equivalent of such a board; and 33
(b) Except as otherwise provided in NRS 231.14057, pays to the 34
Secretary of State: 35
(1) The filing fee and penalty set forth in NRS 82.523 and 36
82.5235 for each year or portion thereof that its right to transact 37
business was forfeited; and 38
(2) [A] Except as otherwise provided in this subparagraph, 39
a fee of $100 for reinstatement. The Secretary of State may 40
establish by regulation the amount of the fee for reinstatement. If 41
the Secretary of State establishes by regulation the amount of the 42
fee for reinstatement, the foreign nonprofit corporation must pay 43
to the Secretary of State a fee for reinstatement in the amount 44
established by the Secretary of State by regulation. 45
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2. When the Secretary of State reinstates the foreign nonprofit 1
corporation, the Secretary of State shall issue to the foreign 2
nonprofit corporation a certificate of reinstatement if the foreign 3
nonprofit corporation: 4
(a) Requests a certificate of reinstatement; and 5
(b) Pays the fees as provided in subsection 7 of NRS 78.785. 6
3. Except as otherwise provided in NRS 231.14057, the 7
Secretary of State shall not order a reinstatement unless all 8
delinquent fees and penalties have been paid and the revocation of 9
the right to transact business occurred only by reason of failure to 10
pay the fees and penalties. 11
4. If the right of a foreign nonprofit corporation to transact 12
business in this State has been forfeited pursuant to the provisions of 13
this chapter and has remained forfeited for a period of 5 consecutive 14
years, the right to transact business must not be reinstated. 15
5. Except as otherwise provided in NRS 82.5239, a 16
reinstatement pursuant to this section relates back to the date on 17
which the foreign nonprofit corporation forfeited its right to transact 18
business under the provisions of this chapter and reinstates the 19
foreign nonprofit corporation’s right to transact business as if such 20
right had at all times remained in full force and effect. 21
Sec. 22. NRS 82.528 is hereby amended to read as follows: 22
82.528 [No] 23
1. Except as otherwise provided in subsection 2, no record 24
which is written in a language other than English may be filed or 25
submitted for filing in the Office of the Secretary of State pursuant 26
to the provisions of this chapter unless it is accompanied by a 27
verified translation of that record into the English language. 28
2. The Office of the Secretary of State may accept for filing a 29
record which is written in a language other than English if the 30
Secretary of State determines that sufficient resources are 31
available to provide for a verified translation of that record into 32
the English language. 33
Sec. 23. NRS 82.531 is hereby amended to read as follows: 34
82.531 1. [The] Except as otherwise provided in this 35
subsection, the fee for filing articles of incorporation, amendments 36
to or restatements of articles of incorporation, certificates pursuant 37
to NRS 82.061 and 82.063 and records for dissolution is $50 for 38
each record. The Secretary of State may establish by regulation the 39
fee for filing articles of incorporation. If the Secretary of State 40
establishes the fee by regulation, the fee for filing articles of 41
incorporation must be in the amount established by the Secretary 42
of State by regulation. 43
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2. Except as otherwise provided in NRS 82.193 and subsection 1
1, the fees for filing records are those set forth in NRS 78.765 to 2
78.785, inclusive. 3
Sec. 24. NRS 84.008 is hereby amended to read as follows: 4
84.008 [No] 5
1. Except as otherwise provided in subsection 2, no record 6
which is written in a language other than English may be filed or 7
submitted for filing in the Office of the Secretary of State pursuant 8
to the provisions of this chapter unless it is accompanied by a 9
verified translation of that record into the English language. 10
2. The Office of the Secretary of State may accept for filing a 11
record which is written in a language other than English if the 12
Secretary of State determines that sufficient resources are 13
available to provide for a verified translation of that record into 14
the English language. 15
Sec. 25. NRS 84.015 is hereby amended to read as follows: 16
84.015 1. [The] Except as otherwise provided in this 17
subsection, the fee for filing articles of incorporation, amendments 18
to or restatements of articles of incorporation and records for 19
dissolution is $50 for each record. The Secretary of State may 20
establish by regulation the fee for filing articles of incorporation. 21
If the Secretary of State establishes the fee by regulation, the fee 22
for filing articles of incorporation must be in the amount 23
established by the Secretary of State by regulation. 24
2. Except as otherwise provided in this chapter, the fees set 25
forth in NRS 78.785 apply to this chapter. 26
Sec. 26. NRS 84.110 is hereby amended to read as follows: 27
84.110 1. Every corporation sole must have a registered 28
agent in the manner provided in NRS 78.090 and 78.097. The 29
registered agent shall comply with the provisions of those sections. 30
2. [A] Except as otherwise provided in subsection 3, a 31
corporation sole is subject to the provisions of NRS 78.150 to 32
78.185, inclusive, except that: 33
(a) The fee for filing a list is $50; 34
(b) The penalty added for default is $50; and 35
(c) The fee for reinstatement is $100. 36
3. The Secretary of State may establish by regulation the 37
amount of the fee that a corporation sole must pay for filing a list, 38
the penalty added for default and the fee for reinstatement. If the 39
Secretary of State establishes by regulation the amount of the fee 40
for filing a list, the penalty added for default or the fee for 41
reinstatement, the fee for filing a list, the penalty added for default 42
and the fee for reinstatement must be in the amount established by 43
the Secretary of State by regulation. 44
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Sec. 27. NRS 84.150 is hereby amended to read as follows: 1
84.150 1. Except as otherwise provided in subsections 3 and 2
4, the Secretary of State shall reinstate any corporation sole which 3
has forfeited its right to transact business under the provisions of 4
this chapter and restore the right to carry on business in this State 5
and exercise its corporate privileges and immunities, if it: 6
(a) Files with the Secretary of State: 7
(1) The information required pursuant to NRS 77.310; and 8
(2) A declaration under penalty of perjury, on a form 9
provided by the Secretary of State, that the reinstatement is 10
authorized by a court of competent jurisdiction in this State or by 11
the archbishop, bishop, president, trustee in trust, president of stake, 12
president of congregation, overseer, presiding elder, district 13
superintendent, other presiding officer or member of the clergy of a 14
church or religious society or denomination, who has been chosen, 15
elected or appointed in conformity with the constitution, canons, 16
rites, regulations or discipline of the church or religious society or 17
denomination, and in whom is vested the legal title to property held 18
for the purposes, use or benefit of the church or religious society or 19
denomination; and 20
(b) Except as otherwise provided in NRS 231.14057, pays to the 21
Secretary of State the: 22
(1) Filing fees and penalties set forth in this chapter for each 23
year or portion thereof during which its charter has been revoked; 24
and 25
(2) Fee for reinstatement [set forth in paragraph (c) of 26
subsection 2 of] in the amount required by NRS 84.110. 27
2. When the Secretary of State reinstates the corporation to its 28
former rights, the Secretary of State shall: 29
(a) Immediately issue and deliver to the corporation a certificate 30
of reinstatement authorizing it to transact business, as if the fees had 31
been paid when due; and 32
(b) Upon demand, issue to the corporation a certified copy of the 33
certificate of reinstatement. 34
3. Except as otherwise provided in NRS 231.14057, the 35
Secretary of State shall not order a reinstatement unless all 36
delinquent fees and penalties have been paid, and the revocation of 37
its charter occurred only by reason of its failure to pay the fees and 38
penalties. 39
4. If a corporate charter has been revoked pursuant to the 40
provisions of this chapter and has remained revoked for 10 41
consecutive years, the charter must not be reinstated. 42
5. A reinstatement pursuant to this section relates back to the 43
date on which the corporation forfeited its right to transact business 44
under the provisions of this chapter and reinstates the corporation’s 45
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right to transact business as if such right had at all times remained in 1
full force and effect. 2
Sec. 28. NRS 86.171 is hereby amended to read as follows: 3
86.171 1. The name of a limited-liability company formed 4
under the provisions of this chapter must contain the words 5
“Limited-Liability Company,” “Limited Liability Company,” 6
“Limited Company,” or “Limited” or the abbreviations “Ltd.,” 7
“L.L.C.,” “L.C.,” “LLC” or “LC.” The word “Company” may be 8
abbreviated as “Co.” 9
2. The name proposed for a limited-liability company must be 10
distinguishable on the records of the Secretary of State from the 11
names of all other artificial persons formed, organized, registered or 12
qualified pursuant to the provisions of this title that are on file in the 13
Office of the Secretary of State and all names that are reserved in 14
the Office of the Secretary of State pursuant to the provisions of this 15
title. If a proposed name is not so distinguishable, the Secretary of 16
State shall return the articles of organization to the organizer, unless 17
the written, acknowledged consent of the holder of the name on file 18
or reserved name to use the same name or the requested similar 19
name accompanies the articles of organization. 20
3. For the purposes of this section and NRS 86.176, a proposed 21
name is not distinguishable from a name on file or reserved name 22
solely because one or the other contains distinctive lettering, a 23
distinctive mark, a trademark or a trade name, or any combination 24
thereof. 25
4. The name of a limited-liability company whose charter has 26
been revoked, which has merged and is not the surviving entity or 27
whose existence has otherwise terminated is available for use by any 28
other artificial person. 29
5. The Secretary of State shall not accept for filing any articles 30
of organization for any limited-liability company if the name of the 31
limited-liability company contains the word “accountant,” 32
“accounting,” “accountancy,” “auditor” or “auditing” unless the 33
Nevada State Board of Accountancy certifies that the limited-34
liability company: 35
(a) Is registered pursuant to the provisions of chapter 628 of 36
NRS; or 37
(b) Has filed with the Nevada State Board of Accountancy under 38
penalty of perjury a written statement that the limited-liability 39
company is not engaged in the practice of accounting and is not 40
offering to practice accounting in this State. 41
6. The Secretary of State shall not accept for filing any articles 42
of organization or certificate of amendment of articles of 43
organization of any limited-liability company formed or existing 44
pursuant to the laws of this State which provides that the name of 45
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the limited-liability company contains the word “bank” or “trust” 1
unless: 2
(a) It appears from the articles of organization or the certificate 3
of amendment that the limited-liability company proposes to carry 4
on business as a banking or trust company, exclusively or in 5
connection with its business as a bank, savings and loan association, 6
savings bank or thrift company; and 7
(b) The articles of organization or certificate of amendment is 8
first approved by the Commissioner of Financial Institutions. 9
7. The Secretary of State shall not accept for filing any articles 10
of organization or certificate of amendment of articles of 11
organization of any limited-liability company formed or existing 12
pursuant to the provisions of this chapter if it appears from the 13
articles or the certificate of amendment that the business to be 14
carried on by the limited-liability company is subject to supervision 15
by the Commissioner of Insurance or by the Commissioner of 16
Financial Institutions unless the articles or certificate of amendment 17
is approved by the Commissioner who will supervise the business of 18
the limited-liability company. 19
8. Except as otherwise provided in subsection 7, the Secretary 20
of State shall not accept for filing any articles of organization or 21
certificate of amendment of articles of organization of any limited-22
liability company formed or existing pursuant to the laws of this 23
State which provides that the name of the limited-liability company 24
contains the words “engineer,” “engineered,” “engineering,” 25
“professional engineer,” “registered engineer” or “licensed 26
engineer” unless: 27
(a) The State Board of Professional Engineers and Land 28
Surveyors certifies that the principals of the limited-liability 29
company are licensed to practice engineering pursuant to the laws of 30
this State; or 31
(b) The State Board of Professional Engineers and Land 32
Surveyors certifies that the limited-liability company is exempt from 33
the prohibitions of NRS 625.520. 34
9. Except as otherwise provided in subsection 7, the Secretary 35
of State shall not accept for filing any articles of organization or 36
certificate of amendment of articles of organization of any limited-37
liability company formed or existing pursuant to the laws of this 38
State which provides that the name of the limited-liability company 39
contains the words “architect,” “architecture,” “registered architect,” 40
“licensed architect,” “registered interior designer,” “registered 41
interior design,” “residential designer,” “registered residential 42
designer,” “licensed residential designer” or “residential design” 43
unless [the] : 44
– 32 –
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(a) The State Board of Architecture, Interior Design and 1
Residential Design certifies that: 2
[(a)] (1) The principals of the limited-liability company are 3
holders of a certificate of registration to practice architecture or 4
residential design or to practice as a registered interior designer, as 5
applicable, pursuant to the laws of this State; or 6
[(b)] (2) The limited-liability company is qualified to do 7
business in this State pursuant to NRS 623.349 [.] ; or 8
(b) The principals of the limited-liability company present 9
documentation satisfactory to the Secretary of State showing that: 10
(1) The principals are holders of a certificate of registration 11
to practice architecture or residential design or to practice as a 12
registered interior designer, as applicable, pursuant to the laws of 13
this State; or 14
(2) The limited-liability company is qualified to do business 15
in this State pursuant to NRS 623.349. 16
10. The Secretary of State shall not accept for filing any 17
articles of organization or certificate of amendment of articles of 18
organization of any limited-liability company formed or existing 19
pursuant to the laws of this State which provides that the name of 20
the limited-liability company contains the words “common-interest 21
community,” “community association,” “master association,” “unit-22
owners’ association” or “homeowners’ association” or if it appears 23
in the articles of organization or certificate of amendment of articles 24
of organization that the purpose of the limited-liability company is 25
to operate as a unit-owners’ association pursuant to chapter 116 or 26
116B of NRS unless the Administrator of the Real Estate Division 27
of the Department of Business and Industry certifies that the 28
limited-liability company has: 29
(a) Registered with the Ombudsman for Owners in Common-30
Interest Communities and Condominium Hotels pursuant to NRS 31
116.31158 or 116B.625; and 32
(b) Paid to the Administrator of the Real Estate Division the fees 33
required pursuant to NRS 116.31155 or 116B.620. 34
11. The Secretary of State may adopt regulations that interpret 35
the requirements of this section. 36
Sec. 29. NRS 86.263 is hereby amended to read as follows: 37
86.263 1. A limited-liability company shall, at the time of the 38
filing of its articles of organization with the Secretary of State, or, if 39
the limited-liability company has selected an alternative due date 40
pursuant to subsection 12, on or before that alternative due date, file 41
with the Secretary of State, on a form furnished by the Secretary of 42
State, a list that contains: 43
(a) The name of the limited-liability company; 44
(b) The file number of the limited-liability company, if known; 45
– 33 –
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(c) The names and titles of all of its managers or, if there is no 1
manager, all of its managing members; 2
(d) The address, either residence or business, of each manager or 3
managing member listed, following the name of the manager or 4
managing member; and 5
(e) The signature of a manager or managing member of the 6
limited-liability company, or some other person specifically 7
authorized by the limited-liability company to sign the list, 8
certifying that the list is true, complete and accurate. 9
2. The limited-liability company shall thereafter, on or before 10
the last day of the month in which the anniversary date of its 11
organization occurs, or, if, pursuant to subsection 12, the limited-12
liability company has selected an alternative due date for filing the 13
list required by subsection 1, on or before the last day of the month 14
in which the anniversary date of the alternative due date occurs in 15
each year, file with the Secretary of State, on a form furnished by 16
the Secretary of State, an annual list containing all of the 17
information required in subsection 1. 18
3. Each list required by subsections 1 and 2 must be 19
accompanied by a declaration under penalty of perjury that: 20
(a) The limited-liability company has complied with the 21
provisions of chapter 76 of NRS; 22
(b) The limited-liability company acknowledges that pursuant to 23
NRS 239.330, it is a category C felony to knowingly offer any false 24
or forged instrument for filing in the Office of the Secretary of 25
State; and 26
(c) None of the managers or managing members identified in the 27
list has been identified in the list with the fraudulent intent of 28
concealing the identity of any person or persons exercising the 29
power or authority of a manager or managing member in 30
furtherance of any unlawful conduct. 31
4. [Upon] Except as otherwise provided in this subsection, 32
upon filing: 33
(a) The initial list required by subsection 1, the limited-liability 34
company shall pay to the Secretary of State a fee of $150. 35
(b) Each annual list required by subsection 2, the limited-36
liability company shall pay to the Secretary of State a fee of $150. 37
The Secretary of State may establish by regulation the amount 38
of the fee which must be paid for filing the initial list required by 39
subsection 1 and each annual list required by subsection 2. If the 40
Secretary of State establishes by regulation the amount of such a 41
fee, upon filing the initial list and each annual list, the limited-42
liability company shall pay to the Secretary of State a fee in the 43
amount established by the Secretary of State by regulation. 44
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5. If a limited-liability company files an amended list of 1
managers and managing members with the Secretary of State within 2
60 days after the date on which the initial list required by subsection 3
1 is filed, the limited-liability company or the resigning manager or 4
managing member is not required to pay a fee for filing the 5
amended list. 6
6. Except as otherwise provided in subsection 5, if a manager 7
or managing member of a limited-liability company resigns and the 8
resignation is not reflected on the annual or amended list of 9
managers and managing members, the limited-liability company or 10
the resigning manager or managing member shall pay to the 11
Secretary of State a fee of $75 to file the resignation. 12
7. The Secretary of State shall, 90 days before the last day for 13
filing each list required by subsection 2, provide to each limited-14
liability company which is required to comply with the provisions of 15
this section, and which has not become delinquent, a notice of the 16
fee due under subsection 4 and a reminder to file the list required by 17
subsection 2. Failure of any company to receive a notice does not 18
excuse it from the penalty imposed by law. 19
8. If the list to be filed pursuant to the provisions of subsection 20
1 or 2 is defective or the fee required by subsection 4 is not paid, the 21
Secretary of State may return the list for correction or payment. 22
9. An annual list for a limited-liability company not in default 23
received by the Secretary of State more than 90 days before its due 24
date shall be deemed an amended list for the previous year. 25
10. A person who files with the Secretary of State a list 26
required by subsection 1 or 2 which identifies a manager or 27
managing member with the fraudulent intent of concealing the 28
identity of any person or persons exercising the power or authority 29
of a manager or managing member in furtherance of any unlawful 30
conduct is subject to the penalty set forth in NRS 225.084. 31
11. For the purposes of this section, a member is not deemed to 32
exercise actual control of the daily operations of a limited-liability 33
company based solely on the fact that the member has voting control 34
of the limited-liability company. 35
12. The Secretary of State may allow a limited-liability 36
company to select an alternative due date for filing the list required 37
by subsection 1. 38
13. The Secretary of State may adopt regulations to administer 39
the provisions of subsection 12. 40
Sec. 30. NRS 86.272 is hereby amended to read as follows: 41
86.272 1. Each limited-liability company which is required to 42
make a filing and pay the fee prescribed in NRS 86.263 and 86.264 43
and which refuses or neglects to do so within the time provided is in 44
default. 45
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2. Upon notification from the Administrator of the Real Estate 1
Division of the Department of Business and Industry that a limited-2
liability company which is a unit-owners’ association as defined in 3
NRS 116.011 or 116B.030 has failed to register pursuant to NRS 4
116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 5
116.31155 or 116B.620, the Secretary of State shall deem the 6
limited-liability company to be in default. If, after the limited-7
liability company is deemed to be in default, the Administrator 8
notifies the Secretary of State that the limited-liability company has 9
registered pursuant to NRS 116.31158 or 116B.625 and paid the 10
fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State 11
shall reinstate the limited-liability company if the limited-liability 12
company complies with the requirements for reinstatement as 13
provided in this section and NRS 86.276. 14
3. [For] Except as otherwise provided in this subsection, for 15
default there must be added to the amount of the fee a penalty of 16
$75. The Secretary of State may establish by regulation the 17
amount of the penalty for default. If the Secretary of State 18
establishes by regulation the amount of such a penalty for default, 19
there must be added to the amount of the fee a penalty in the 20
amount established by the Secretary of State by regulation. The fee 21
and penalty must be collected as provided in this chapter. 22
Sec. 31. NRS 86.276 is hereby amended to read as follows: 23
86.276 1. Except as otherwise provided in subsections 3 and 24
4 and NRS 86.246, the Secretary of State shall reinstate any limited-25
liability company which has forfeited or which forfeits its right to 26
transact business pursuant to the provisions of this chapter and shall 27
restore to the company its right to carry on business in this State, 28
and to exercise its privileges and immunities, if it: 29
(a) Files with the Secretary of State: 30
(1) The list required by NRS 86.263; 31
(2) The statement required by NRS 86.264, if applicable; 32
(3) The information required pursuant to NRS 77.310; and 33
(4) A declaration under penalty of perjury, on a form 34
provided by the Secretary of State, that the reinstatement is 35
authorized by a court of competent jurisdiction in this State or by 36
the duly selected manager or managers of the limited-liability 37
company or, if there are no managers, its managing members; and 38
(b) Except as otherwise provided in NRS 231.14057, pays to the 39
Secretary of State: 40
(1) The filing fee and penalty set forth in NRS 86.263 and 41
86.272 for each year or portion thereof during which it failed to file 42
in a timely manner each required annual list; 43
(2) The fee set forth in NRS 86.264, if applicable; and 44
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(3) [A] Except as otherwise provided in this subparagraph, 1
a fee of $300 for reinstatement. The Secretary of State may 2
establish by regulation the amount of the fee for reinstatement. If 3
the Secretary of State establishes by regulation the amount of the 4
fee for reinstatement, the limited-liability company must pay to the 5
Secretary of State a fee for reinstatement in the amount 6
established by the Secretary of State by regulation. 7
2. When the Secretary of State reinstates the limited-liability 8
company, the Secretary of State shall issue to the company a 9
certificate of reinstatement if the limited-liability company: 10
(a) Requests a certificate of reinstatement; and 11
(b) Pays the required fees pursuant to NRS 86.561. 12
3. Except as otherwise provided in NRS 231.14057, the 13
Secretary of State shall not order a reinstatement unless all 14
delinquent fees and penalties have been paid, and the revocation of 15
the charter occurred only by reason of failure to pay the fees and 16
penalties. 17
4. If a company’s charter has been revoked pursuant to the 18
provisions of this chapter and has remained revoked for a period of 19
5 consecutive years, the charter must not be reinstated. 20
5. Except as otherwise provided in NRS 86.278, a 21
reinstatement pursuant to this section relates back to the date on 22
which the company forfeited its right to transact business under the 23
provisions of this chapter and reinstates the company’s right to 24
transact business as if such right had at all times remained in full 25
force and effect. 26
Sec. 32. NRS 86.5461 is hereby amended to read as follows: 27
86.5461 1. Each foreign limited-liability company doing 28
business in this State shall, at the time of the filing of its application 29
for registration as a foreign limited-liability company with the 30
Secretary of State, or, if the foreign limited-liability company has 31
selected an alternative due date pursuant to subsection 11, on or 32
before that alternative due date, and annually thereafter on or before 33
the last day of the month in which the anniversary date of its 34
qualification to do business in this State occurs in each year, or, if 35
applicable, on or before the last day of the month in which the 36
anniversary date of the alternative due date occurs in each year, file 37
with the Secretary of State a list on a form furnished by the 38
Secretary of State that contains: 39
(a) The name of the foreign limited-liability company; 40
(b) The file number of the foreign limited-liability company, if 41
known; 42
(c) The names and titles of all its managers or, if there is no 43
manager, all its managing members; 44
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(d) The address, either residence or business, of each manager or 1
managing member listed pursuant to paragraph (c); and 2
(e) The signature of a manager or managing member of the 3
foreign limited-liability company, or some other person specifically 4
authorized by the foreign limited-liability company to sign the list, 5
certifying that the list is true, complete and accurate. 6
2. Each list filed pursuant to this section must be accompanied 7
by a declaration under penalty of perjury that: 8
(a) The foreign limited-liability company has complied with the 9
provisions of chapter 76 of NRS; 10
(b) The foreign limited-liability company acknowledges that 11
pursuant to NRS 239.330, it is a category C felony to knowingly 12
offer any false or forged instrument for filing with the Office of the 13
Secretary of State; and 14
(c) None of the managers or managing members identified in the 15
list has been identified in the list with the fraudulent intent of 16
concealing the identity of any person or persons exercising the 17
power or authority of a manager or managing member in 18
furtherance of any unlawful conduct. 19
3. [Upon] Except as otherwise provided in this subsection, 20
upon filing: 21
(a) The initial list required by this section, the foreign limited-22
liability company shall pay to the Secretary of State a fee of $150. 23
(b) Each annual list required by this section, the foreign limited-24
liability company shall pay to the Secretary of State a fee of $150. 25
The Secretary of State may establish by regulation the amount 26
of the fee which must be paid for filing the initial list and each 27
annual list required by this section. If the Secretary of State 28
establishes by regulation the amount of such a fee, upon filing the 29
initial list and each annual list, the foreign limited-liability 30
company shall pay to the Secretary of State a fee in the amount 31
established by the Secretary of State by regulation. 32
4. If a foreign limited-liability company files an amended list 33
of managers and managing members with the Secretary of State 34
within 60 days after the date on which the initial list required by this 35
section is filed, the foreign limited-liability company or the 36
resigning manager or managing member is not required to pay a fee 37
for filing the amended list. 38
5. Except as otherwise provided in subsection 4, if a manager 39
or managing member of a foreign limited-liability company resigns 40
and the resignation is not reflected on the annual or amended list of 41
managers and managing members, the foreign limited-liability 42
company or the resigning manager or managing member shall pay 43
to the Secretary of State a fee of $75 to file the resignation. 44
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6. The Secretary of State shall, 90 days before the last day for 1
filing each annual list required by this section, provide to each 2
foreign limited-liability company which is required to comply with 3
the provisions of NRS 86.5461 to 86.5468, inclusive, and which has 4
not become delinquent, a notice of the fee due pursuant to 5
subsection 3 and a reminder to file the list required pursuant 6
to subsection 1. Failure of any foreign limited-liability company to 7
receive a notice does not excuse it from the penalty imposed by the 8
provisions of NRS 86.5461 to 86.5468, inclusive. 9
7. If the list to be filed pursuant to the provisions of subsection 10
1 is defective or the fee required by subsection 3 is not paid, the 11
Secretary of State may return the list for correction or payment. 12
8. An annual list for a foreign limited-liability company not in 13
default which is received by the Secretary of State more than 90 14
days before its due date shall be deemed an amended list for the 15
previous year and does not satisfy the requirements of this section 16
for the year to which the due date is applicable. 17
9. A person who files with the Secretary of State a list required 18
by this section which identifies a manager or managing member 19
with the fraudulent intent of concealing the identity of any person or 20
persons exercising the power or authority of a manager or managing 21
members in furtherance of any unlawful conduct is subject to the 22
penalty set forth in NRS 225.084. 23
10. For the purposes of this section, a member is not deemed to 24
exercise actual control of the daily operations of a foreign limited-25
liability company based solely on the fact that the member has 26
voting control of the foreign limited-liability company. 27
11. The Secretary of State may allow a foreign limited-liability 28
company to select an alternative due date for filing the initial list 29
required by this section. 30
12. The Secretary of State may adopt regulations to administer 31
the provisions of subsection 11. 32
Sec. 33. NRS 86.5465 is hereby amended to read as follows: 33
86.5465 1. Each foreign limited-liability company which is 34
required to make a filing and pay the fee prescribed in NRS 86.5461 35
to 86.5468, inclusive, and which refuses or neglects to do so within 36
the time provided is in default. 37
2. [For] Except as otherwise provided in this subsection, for 38
default there must be added to the amount of the fee a penalty of 39
$75, and unless the filing is made and the fee and penalty are paid 40
on or before the last day of the month in which the anniversary date 41
of the foreign limited-liability company occurs, the defaulting 42
foreign limited-liability company by reason of its default forfeits its 43
right to transact any business within this State. The Secretary of 44
State may establish by regulation the amount of the penalty for 45
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default. If the Secretary of State establishes by regulation the 1
amount of such a penalty for default, there must be added to 2
the amount of the fee a penalty in the amount established by the 3
Secretary of State by regulation. The fee and penalty must be 4
collected as provided in this chapter. 5
Sec. 34. NRS 86.5467 is hereby amended to read as follows: 6
86.5467 1. Except as otherwise provided in subsections 3 and 7
4 and NRS 86.54615, the Secretary of State shall reinstate a foreign 8
limited-liability company which has forfeited or which forfeits its 9
right to transact business under the provisions of this chapter and 10
shall restore to the foreign limited-liability company its right to 11
transact business in this State, and to exercise its privileges and 12
immunities, if it: 13
(a) Files with the Secretary of State: 14
(1) The list required by NRS 86.5461; 15
(2) The statement required by NRS 86.5462, if applicable; 16
(3) The information required pursuant to NRS 77.310; and 17
(4) A declaration under penalty of perjury, on a form 18
provided by the Secretary of State, that the reinstatement is 19
authorized by a court of competent jurisdiction in this State or by 20
the duly selected manager or managers of the foreign limited-21
liability company or, if there are no managers, its managing 22
members; and 23
(b) Except as otherwise provided in NRS 231.14057, pays to the 24
Secretary of State: 25
(1) The filing fee and penalty set forth in NRS 86.5461 and 26
86.5465 for each year or portion thereof that its right to transact 27
business was forfeited; 28
(2) The fee set forth in NRS 86.5462, if applicable; and 29
(3) [A] Except as otherwise provided in this subparagraph, 30
a fee of $300 for reinstatement. The Secretary of State may 31
establish by regulation the amount of the fee for reinstatement. If 32
the Secretary of State establishes by regulation the amount of the 33
fee for reinstatement, the foreign limited-liability company must 34
pay to the Secretary of State a fee for reinstatement in the amount 35
established by the Secretary of State by regulation. 36
2. When the Secretary of State reinstates the foreign limited-37
liability company, the Secretary of State shall issue to the foreign 38
limited-liability company a certificate of reinstatement if the foreign 39
limited-liability company: 40
(a) Requests a certificate of reinstatement; and 41
(b) Pays the required fees pursuant to NRS 86.561. 42
3. Except as otherwise provided in NRS 231.14057, the 43
Secretary of State shall not order a reinstatement unless all 44
delinquent fees and penalties have been paid and the revocation of 45
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the right to transact business occurred only by reason of failure to 1
pay the fees and penalties. 2
4. If the right of a foreign limited-liability company to transact 3
business in this State has been forfeited pursuant to the provisions of 4
this chapter and has remained forfeited for a period of 5 consecutive 5
years, the right must not be reinstated. 6
5. Except as otherwise provided in NRS 86.5468, a 7
reinstatement pursuant to this section relates back to the date on 8
which the foreign limited-liability company forfeited its right to 9
transact business under the provisions of this chapter and reinstates 10
the foreign limited-liability company’s right to transact business as 11
if such right had at all times remained in full force and effect. 12
Sec. 35. NRS 86.561 is hereby amended to read as follows: 13
86.561 1. [The] Except as otherwise provided in subsection 14
4, the Secretary of State shall charge and collect for: 15
(a) Filing the original articles of organization, or for registration 16
of a foreign company, $75; 17
(b) Amending or restating the articles of organization, amending 18
the registration of a foreign company or filing a certificate of 19
correction, $175; 20
(c) Filing the articles of dissolution of a domestic or foreign 21
company, $100; 22
(d) Certifying a copy of articles of organization or an 23
amendment to the articles, $30; 24
(e) Certifying an authorized printed copy of this chapter, $30; 25
(f) Reserving a name for a limited-liability company, $25; 26
(g) Filing a certificate of cancellation, $100; 27
(h) Signing, filing or certifying any other record, $50; and 28
(i) Copies provided by the Office of the Secretary of State, $2 29
per page. 30
2. The Secretary of State shall charge and collect, at the time of 31
any service of process on the Secretary of State as agent for service 32
of process of a limited-liability company, $100 which may be 33
recovered as taxable costs by the party to the action causing the 34
service to be made if the party prevails in the action. 35
3. Except as otherwise provided in this section, the fees set 36
forth in NRS 78.785 apply to this chapter. 37
4. The Secretary of State may establish by regulation the 38
amount of the fee for filing the original articles of organization or 39
for registration of a foreign company. If the Secretary of State 40
establishes by regulation the amount of such a fee, the Secretary 41
of State shall charge and collect a fee in the amount established by 42
the Secretary of State by regulation for filing the original articles 43
of organization or for registration of a foreign company. 44
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Sec. 36. NRS 86.566 is hereby amended to read as follows: 1
86.566 [No] 2
1. Except as otherwise provided in subsection 2, no record 3
which is written in a language other than English may be filed or 4
submitted for filing in the Office of the Secretary of State pursuant 5
to the provisions of this chapter unless it is accompanied by a 6
verified translation of that record into the English language. 7
2. The Office of the Secretary of State may accept for filing a 8
record which is written in a language other than English if the 9
Secretary of State determines that sufficient resources are 10
available to provide for a verified translation of that record into 11
the English language. 12
Sec. 37. NRS 87.440 is hereby amended to read as follows: 13
87.440 1. To become a registered limited-liability 14
partnership, a partnership shall file with the Secretary of State a 15
certificate of registration stating each of the following: 16
(a) The name of the partnership. 17
(b) The street address of its principal office. 18
(c) The information required pursuant to NRS 77.310. 19
(d) The name and business address of each managing partner. 20
(e) That the partnership thereafter will be a registered limited-21
liability partnership. 22
(f) Any other information that the partnership wishes to include. 23
2. The certificate of registration must be signed by a majority 24
in interest of the partners or by one or more partners authorized to 25
sign such a certificate. 26
3. [The] Except as otherwise provided in this subsection, the 27
certificate of registration must be accompanied by a fee of $75. The 28
Secretary of State may establish by regulation the fee that must 29
accompany a certificate of registration. If the Secretary of State 30
establishes by regulation such a fee, the certificate of registration 31
must be accompanied by a fee in the amount established by the 32
Secretary of State by regulation. 33
4. The Secretary of State shall register as a registered limited-34
liability partnership any partnership that submits a completed 35
certificate of registration with the required fee. A person shall not 36
register a registered limited-liability partnership for any illegal 37
purpose or with the fraudulent intent to conceal any business 38
activity, or lack thereof, from another person or a governmental 39
agency. 40
5. The registration of a registered limited-liability partnership 41
is effective at the time of the filing of the certificate of registration. 42
Sec. 38. NRS 87.450 is hereby amended to read as follows: 43
87.450 1. The name proposed for a registered limited-44
liability partnership must contain the words “Limited-Liability 45
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Partnership” or “Registered Limited-Liability Partnership” or the 1
abbreviation “L.L.P.” or “LLP” as the last words or letters of the 2
name and must be distinguishable on the records of the Secretary of 3
State from the names of all other artificial persons formed, 4
organized, registered or qualified pursuant to the provisions of this 5
title that are on file in the Office of the Secretary of State and all 6
names that are reserved in the Office of the Secretary of State 7
pursuant to the provisions of this title. If the name of the registered 8
limited-liability partnership on a certificate of registration of 9
limited-liability partnership submitted to the Secretary of State is not 10
distinguishable from a name on file or reserved name, the Secretary 11
of State shall return the certificate to the person who signed it unless 12
the written, acknowledged consent of the holder of the name on file 13
or reserved name to use the name accompanies the certificate. 14
2. For the purposes of this section, a proposed name is not 15
distinguishable from a name on file or reserved name solely because 16
one or the other contains distinctive lettering, a distinctive mark, a 17
trademark or a trade name, or any combination thereof. 18
3. The Secretary of State shall not accept for filing any 19
certificate of registration or certificate of amendment of a certificate 20
of registration of any registered limited-liability partnership formed 21
or existing pursuant to the laws of this State which provides that the 22
name of the registered limited-liability partnership contains the 23
word “accountant,” “accounting,” “accountancy,” “auditor” or 24
“auditing” unless the Nevada State Board of Accountancy certifies 25
that the registered limited-liability partnership: 26
(a) Is registered pursuant to the provisions of chapter 628 of 27
NRS; or 28
(b) Has filed with the Nevada State Board of Accountancy under 29
penalty of perjury a written statement that the registered limited-30
liability partnership is not engaged in the practice of accounting and 31
is not offering to practice accounting in this State. 32
4. The Secretary of State shall not accept for filing any 33
certificate of registration or certificate of amendment of a certificate 34
of registration of any registered limited-liability partnership formed 35
or existing pursuant to the laws of this State which provides that the 36
name of the registered limited-liability partnership contains the 37
word “bank” or “trust” unless: 38
(a) It appears from the certificate of registration or the certificate 39
of amendment that the registered limited-liability partnership 40
proposes to carry on business as a banking or trust company, 41
exclusively or in connection with its business as a bank, savings and 42
loan association, savings bank or thrift company; and 43
(b) The certificate of registration or certificate of amendment is 44
first approved by the Commissioner of Financial Institutions. 45
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5. The Secretary of State shall not accept for filing any 1
certificate of registration or certificate of amendment of a certificate 2
of registration of any registered limited-liability partnership formed 3
or existing pursuant to the provisions of this chapter if it appears 4
from the certificate of registration or the certificate of amendment 5
that the business to be carried on by the registered limited-liability 6
partnership is subject to supervision by the Commissioner of 7
Insurance or by the Commissioner of Financial Institutions, unless 8
the certificate of registration or certificate of amendment is 9
approved by the Commissioner who will supervise the business of 10
the registered limited-liability partnership. 11
6. Except as otherwise provided in subsection 5, the Secretary 12
of State shall not accept for filing any certificate of registration or 13
certificate of amendment of a certificate of registration of any 14
registered limited-liability partnership formed or existing pursuant 15
to the laws of this State which provides that the name of the 16
registered limited-liability partnership contains the words 17
“engineer,” “engineered,” “engineering,” “professional engineer,” 18
“registered engineer” or “licensed engineer” unless: 19
(a) The State Board of Professional Engineers and Land 20
Surveyors certifies that the principals of the registered limited-21
liability partnership are licensed to practice engineering pursuant to 22
the laws of this State; or 23
(b) The State Board of Professional Engineers and Land 24
Surveyors certifies that the registered limited-liability partnership is 25
exempt from the prohibitions of NRS 625.520. 26
7. Except as otherwise provided in subsection 5, the Secretary 27
of State shall not accept for filing any certificate of registration or 28
certificate of amendment of a certificate of registration of any 29
registered limited-liability partnership formed or existing pursuant 30
to the laws of this State which provides that the name of the 31
registered limited-liability partnership contains the words 32
“architect,” “architecture,” “registered architect,” “licensed 33
architect,” “registered interior designer,” “registered interior 34
design,” “residential designer,” “registered residential designer,” 35
“licensed residential designer” or “residential design” unless [the] : 36
(a) The State Board of Architecture, Interior Design and 37
Residential Design certifies that: 38
[(a)] (1) The principals of the registered limited-liability 39
partnership are holders of a certificate of registration to practice 40
architecture or residential design or to practice as a registered 41
interior designer, as applicable, pursuant to the laws of this State; or 42
[(b)] (2) The registered limited-liability partnership is qualified 43
to do business in this State pursuant to NRS 623.349 [.] ; or 44
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(b) The principals of the registered limited-liability partnership 1
present documentation satisfactory to the Secretary of State 2
showing that: 3
(1) The principals are holders of a certificate of registration 4
to practice architecture or residential design or to practice as a 5
registered interior designer, as applicable, pursuant to the laws of 6
this State; or 7
(2) The registered limited-liability partnership is qualified 8
to do business in this State pursuant to NRS 623.349. 9
8. The Secretary of State shall not accept for filing any 10
certificate of registration or certificate of amendment of a certificate 11
of registration of any registered limited-liability partnership formed 12
or existing pursuant to the laws of this State which provides that the 13
name of the registered limited-liability partnership contains the 14
words “common-interest community,” “community association,” 15
“master association,” “unit-owners’ association” or “homeowners’ 16
association” or if it appears in the certificate of registration or 17
certificate of amendment that the purpose of the registered limited-18
liability partnership is to operate as a unit-owners’ association 19
pursuant to chapter 116 or 116B of NRS unless the Administrator of 20
the Real Estate Division of the Department of Business and Industry 21
certifies that the registered limited-liability partnership has: 22
(a) Registered with the Ombudsman for Owners in Common-23
Interest Communities and Condominium Hotels pursuant to NRS 24
116.31158 or 116B.625; and 25
(b) Paid to the Administrator of the Real Estate Division the fees 26
required pursuant to NRS 116.31155 or 116B.620. 27
9. The name of a registered limited-liability partnership whose 28
right to transact business has been forfeited, which has merged and 29
is not the surviving entity or whose existence has otherwise 30
terminated is available for use by any other artificial person. 31
10. The Secretary of State may adopt regulations that interpret 32
the requirements of this section. 33
Sec. 39. NRS 87.510 is hereby amended to read as follows: 34
87.510 1. A registered limited-liability partnership shall, at 35
the time of the filing of its certificate of registration with the 36
Secretary of State, or, if the registered limited-liability partnership 37
has selected an alternative due date pursuant to subsection 10, on or 38
before that alternative due date, and annually thereafter on or before 39
the last day of the month in which the anniversary date of the filing 40
of its certificate of registration with the Secretary of State occurs, or, 41
if applicable, on or before the last day of the month in which the 42
anniversary date of the alternative due date occurs in each year, file 43
with the Secretary of State, on a form furnished by the Secretary of 44
State, a list that contains: 45
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- *SB75*
(a) The name of the registered limited-liability partnership; 1
(b) The file number of the registered limited-liability 2
partnership, if known; 3
(c) The names of all of its managing partners; 4
(d) The address, either residence or business, of each managing 5
partner; and 6
(e) The signature of a managing partner of the registered 7
limited-liability partnership, or some other person specifically 8
authorized by the registered limited-liability partnership to sign the 9
list, certifying that the list is true, complete and accurate. 10
2. Each list filed pursuant to subsection 1 must be accompanied 11
by a declaration under penalty of perjury that: 12
(a) The registered limited-liability partnership has complied 13
with the provisions of chapter 76 of NRS; 14
(b) The registered limited-liability partnership acknowledges 15
that pursuant to NRS 239.330, it is a category C felony to 16
knowingly offer any false or forged instrument for filing in the 17
Office of the Secretary of State; and 18
(c) None of the managing partners identified in the list has been 19
identified in the list with the fraudulent intent of concealing the 20
identity of any person or persons exercising the power or authority 21
of a managing partner in furtherance of any unlawful conduct. 22
3. [Upon] Except as otherwise provided in this subsection, 23
upon filing: 24
(a) The initial list required by subsection 1, the registered 25
limited-liability partnership shall pay to the Secretary of State a fee 26
of $150. 27
(b) Each annual list required by subsection 1, the registered 28
limited-liability partnership shall pay to the Secretary of State a fee 29
of $150. 30
The Secretary of State may establish by regulation the amount 31
of the fee which must be paid for filing the initial list and each 32
annual list required by subsection 1. If the Secretary of State 33
establishes by regulation the amount of such a fee, upon filing the 34
initial list and each annual list, the registered limited-liability 35
partnership shall pay to the Secretary of State a fee in the amount 36
established by the Secretary of State by regulation. 37
4. If a registered limited-liability partnership files an amended 38
list of managing partners with the Secretary of State within 60 days 39
after the date on which the initial list required by subsection 1 is 40
filed, the registered limited-liability partnership or the resigning 41
managing partner is not required to pay a fee for filing the amended 42
list. 43
5. Except as otherwise provided in subsection 4, if a managing 44
partner of a registered limited-liability partnership resigns and the 45
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resignation is not reflected on the annual or amended list of 1
managing partners, the registered limited-liability partnership or the 2
resigning managing partner shall pay to the Secretary of State a fee 3
of $75 to file the resignation. 4
6. The Secretary of State shall, at least 90 days before the last 5
day for filing each annual list required by subsection 1, provide to 6
the registered limited-liability partnership a notice of the fee due 7
pursuant to subsection 3 and a reminder to file the annual list 8
required by subsection 1. The failure of any registered limited-9
liability partnership to receive a notice does not excuse it from 10
complying with the provisions of this section. 11
7. If the list to be filed pursuant to the provisions of subsection 12
1 is defective, or the fee required by subsection 3 is not paid, the 13
Secretary of State may return the list for correction or payment. 14
8. An annual list that is filed by a registered limited-liability 15
partnership which is not in default more than 90 days before it is due 16
shall be deemed an amended list for the previous year and does not 17
satisfy the requirements of subsection 1 for the year to which the 18
due date is applicable. 19
9. A person who files with the Secretary of State an initial list 20
or annual list required by subsection 1 which identifies a managing 21
partner with the fraudulent intent of concealing the identity of any 22
person or persons exercising the power or authority of a managing 23
partner in furtherance of any unlawful conduct is subject to the 24
penalty set forth in NRS 225.084. 25
10. The Secretary of State may allow a registered limited-26
liability partnership to select an alternative due date for filing the 27
initial list required by subsection 1. 28
11. The Secretary of State may adopt regulations to administer 29
the provisions of subsection 10. 30
Sec. 40. NRS 87.520 is hereby amended to read as follows: 31
87.520 1. A registered limited-liability partnership that fails 32
to comply with the provisions of NRS 87.510 is in default. 33
2. Upon notification from the Administrator of the Real Estate 34
Division of the Department of Business and Industry that a 35
registered limited-liability partnership which is a unit-owners’ 36
association as defined in NRS 116.011 or 116B.030 has failed to 37
register pursuant to NRS 116.31158 or 116B.625 or failed to pay the 38
fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State 39
shall deem the registered limited-liability partnership to be in 40
default. If, after the registered limited-liability partnership is deemed 41
to be in default, the Administrator notifies the Secretary of State that 42
the registered limited-liability partnership has registered pursuant to 43
NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 44
116.31155 or 116B.620, the Secretary of State shall reinstate the 45
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registered limited-liability partnership if the registered limited-1
liability partnership complies with the requirements for 2
reinstatement as provided in this section and NRS 87.530. 3
3. [Any] Except as otherwise provided in this subsection, any 4
registered limited-liability partnership that is in default pursuant to 5
this section must, in addition to the fee required to be paid pursuant 6
to NRS 87.510, pay a penalty of $75. The Secretary of State may 7
establish by regulation the amount of the penalty that must be paid 8
by a registered limited-liability partnership that is in default. If the 9
Secretary of State establishes by regulation the penalty for default, 10
a registered limited-liability partnership that is in default must pay 11
a penalty in the amount established by the Secretary of State by 12
regulation. 13
4. The Secretary of State shall provide written notice to the 14
registered agent of any registered limited-liability partnership that is 15
in default. The written notice: 16
(a) Must include the amount of any payment that is due from the 17
registered limited-liability partnership. 18
(b) At the request of the registered agent, may be provided 19
electronically. 20
5. If a registered limited-liability partnership fails to pay the 21
amount that is due, the certificate of registration of the registered 22
limited-liability partnership shall be deemed revoked immediately 23
after the last day of the month in which the anniversary date of the 24
filing of the certificate of registration occurs, and the Secretary of 25
State shall notify the registered limited-liability partnership, by 26
providing written notice to its registered agent or, if the registered 27
limited-liability partnership does not have a registered agent, to a 28
managing partner, that its certificate of registration is revoked. The 29
written notice: 30
(a) Must include the amount of any fees and penalties incurred 31
that are due. 32
(b) At the request of the registered agent or managing partner, 33
may be provided electronically. 34
Sec. 41. NRS 87.530 is hereby amended to read as follows: 35
87.530 1. Except as otherwise provided in subsection 3 and 36
NRS 87.515, the Secretary of State shall reinstate the certificate of 37
registration of a registered limited-liability partnership that is 38
revoked pursuant to NRS 87.520 if the registered limited-liability 39
partnership: 40
(a) Files with the Secretary of State: 41
(1) The information required by NRS 87.510; 42
(2) The information required pursuant to NRS 77.310; and 43
(3) A declaration under penalty of perjury, on a form 44
provided by the Secretary of State, that the reinstatement is 45
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authorized by a court of competent jurisdiction in this State or by 1
the duly selected managing partners of the registered limited-2
liability partnership. 3
(b) Except as otherwise provided in NRS 231.14057, pays to the 4
Secretary of State: 5
(1) The fee required to be paid pursuant to NRS 87.510; 6
(2) Any penalty required to be paid pursuant to NRS 87.520; 7
and 8
(3) [A] Except as otherwise provided in this subparagraph, 9
a reinstatement fee of $300. The Secretary of State may establish 10
by regulation the amount of the reinstatement fee. If the Secretary 11
of State establishes by regulation the amount of the reinstatement 12
fee, the registered limited-liability partnership must pay to the 13
Secretary of State a reinstatement fee in the amount established by 14
the Secretary of State by regulation. 15
2. When the Secretary of State reinstates the registered limited-16
liability partnership, the Secretary of State shall issue to the 17
registered limited-liability partnership a certificate of reinstatement 18
if the registered limited-liability partnership: 19
(a) Requests a certificate of reinstatement; and 20
(b) Pays the required fees pursuant to NRS 87.550. 21
3. The Secretary of State shall not reinstate the certificate of 22
registration of a registered limited-liability partnership if the 23
certificate was revoked pursuant to the provisions of this chapter at 24
least 5 years before the date of the proposed reinstatement. 25
4. Except as otherwise provided in NRS 87.455, a 26
reinstatement pursuant to this section relates back to the date on 27
which the registered limited-liability partnership’s certificate of 28
registration was revoked and reinstates the registered limited-29
liability’s certificate of registration as if such certificate had at all 30
times remained in full force and effect. 31
Sec. 42. NRS 87.541 is hereby amended to read as follows: 32
87.541 1. Each foreign registered limited-liability partnership 33
doing business in this State shall, at the time of the filing of its 34
application for registration as a foreign registered limited-liability 35
partnership with the Secretary of State, or, if the foreign registered 36
limited-liability partnership has selected an alternative due date 37
pursuant to subsection 10, on or before that alternative due date, and 38
annually thereafter on or before the last day of the month in which 39
the anniversary date of its qualification to do business in this State 40
occurs in each year, or, if applicable, on or before the last day of the 41
month in which the anniversary date of the alternative due date 42
occurs in each year, file with the Secretary of State a list, on a form 43
furnished by the Secretary of State, that contains: 44
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(a) The name of the foreign registered limited-liability 1
partnership; 2
(b) The file number of the foreign registered limited-liability 3
partnership, if known; 4
(c) The names of all its managing partners; 5
(d) The address, either residence or business, of each managing 6
partner; and 7
(e) The signature of a managing partner of the foreign registered 8
limited-liability partnership, or some other person specifically 9
authorized by the foreign registered limited-liability partnership to 10
sign the list, certifying that the list is true, complete and accurate. 11
2. Each list filed pursuant to this section must be accompanied 12
by a declaration under penalty of perjury that: 13
(a) The foreign registered limited-liability partnership has 14
complied with the provisions of chapter 76 of NRS; 15
(b) The foreign registered limited-liability partnership 16
acknowledges that pursuant to NRS 239.330, it is a category C 17
felony to knowingly offer any false or forged instrument for filing in 18
the Office of the Secretary of State; and 19
(c) None of the managing partners identified in the list has been 20
identified in the list with the fraudulent intent of concealing the 21
identity of any person or persons exercising the power or authority 22
of a managing partner in furtherance of any unlawful conduct. 23
3. [Upon] Except as otherwise provided in this subsection, 24
upon filing: 25
(a) The initial list required by this section, the foreign registered 26
limited-liability partnership shall pay to the Secretary of State a fee 27
of $150. 28
(b) Each annual list required by this section, the foreign 29
registered limited-liability partnership shall pay to the Secretary of 30
State a fee of $150. 31
The Secretary of State may establish by regulation the amount 32
of the fee which must be paid for filing the initial list and each 33
annual list required by this section. If the Secretary of State 34
establishes by regulation the amount of such a fee, upon filing the 35
initial list and each annual list, the foreign registered limited-36
liability partnership shall pay to the Secretary of State a fee in the 37
amount established by the Secretary of State by regulation. 38
4. If a foreign registered limited-liability partnership files an 39
amended list of managing partners with the Secretary of State within 40
60 days after the date on which the initial list required by this 41
section is filed, the foreign registered limited-liability partnership or 42
the resigning managing partner is not required to pay a fee for filing 43
the amended list. 44
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5. Except as otherwise provided in subsection 4, if a managing 1
partner of a foreign registered limited-liability partnership resigns 2
and the resignation is not reflected on the annual or amended list of 3
managing partners, the foreign registered limited-liability 4
partnership or the managing partner shall pay to the Secretary of 5
State a fee of $75 to file the resignation. 6
6. The Secretary of State shall, 90 days before the last day for 7
filing each annual list required by subsection 1, provide to each 8
foreign registered limited-liability partnership which is required to 9
comply with the provisions of NRS 87.541 to 87.5443, inclusive, 10
and which has not become delinquent, a notice of the fee due 11
pursuant to subsection 3 and a reminder to file the list required 12
pursuant to subsection 1. Failure of any foreign registered limited-13
liability partnership to receive a notice does not excuse it from the 14
penalty imposed by the provisions of NRS 87.541 to 87.5443, 15
inclusive. 16
7. If the list to be filed pursuant to the provisions of subsection 17
1 is defective or the fee required by subsection 3 is not paid, the 18
Secretary of State may return the list for correction or payment. 19
8. An annual list for a foreign registered limited-liability 20
partnership not in default which is received by the Secretary of State 21
more than 90 days before its due date shall be deemed an amended 22
list for the previous year and does not satisfy the requirements of 23
subsection 1 for the year to which the due date is applicable. 24
9. A person who files with the Secretary of State an initial list 25
or annual list required by subsection 1 which identifies a managing 26
partner with the fraudulent intent of concealing the identity of any 27
person or persons exercising the power and authority of a managing 28
partner in furtherance of any unlawful conduct is subject to the 29
penalty set forth in NRS 225.084. 30
10. The Secretary of State may allow a foreign registered 31
limited-liability partnership to select an alternative due date for 32
filing the initial list required by this section. 33
11. The Secretary of State may adopt regulations to administer 34
the provisions of subsection 10. 35
Sec. 43. NRS 87.5425 is hereby amended to read as follows: 36
87.5425 1. Each foreign registered limited-liability 37
partnership which is required to make a filing and pay the fee 38
prescribed in NRS 87.541 to 87.5443, inclusive, and which refuses 39
or neglects to do so within the time provided is in default. 40
2. [For] Except as otherwise provided in this subsection, for 41
default there must be added to the amount of the fee a penalty of 42
$75, and unless the filing is made and the fee and penalty are paid 43
on or before the last day of the month in which the anniversary date 44
of the foreign registered limited-liability partnership occurs, the 45
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defaulting foreign registered limited-liability partnership by reason 1
of its default forfeits its right to transact any business within this 2
State. The Secretary of State may establish by regulation the 3
amount of the penalty that must be paid by a foreign registered 4
limited-liability partnership that is in default. If the Secretary of 5
State establishes by regulation the penalty for default, a foreign 6
registered limited-liability partnership that is in default must pay a 7
penalty in the amount established by the Secretary of State by 8
regulation. The fee and penalty must be collected as provided in 9
this chapter. 10
Sec. 44. NRS 87.5435 is hereby amended to read as follows: 11
87.5435 1. Except as otherwise provided in subsections 3 and 12
4 and NRS 87.5413, the Secretary of State shall reinstate a foreign 13
registered limited-liability partnership which has forfeited or which 14
forfeits its right to transact business under the provisions of this 15
chapter and shall restore to the foreign registered limited-liability 16
partnership its right to transact business in this State, and to exercise 17
its privileges and immunities, if it: 18
(a) Files with the Secretary of State: 19
(1) The list required by NRS 87.541; 20
(2) The information required pursuant to NRS 77.310; and 21
(3) A declaration under penalty of perjury, on a form 22
provided by the Secretary of State, that the reinstatement is 23
authorized by a court of competent jurisdiction in this State or by 24
the duly selected managing partners of the foreign registered 25
limited-liability partnership; and 26
(b) Except as otherwise provided in NRS 231.14057, pays to the 27
Secretary of State: 28
(1) The filing fee and penalty set forth in NRS 87.541 and 29
87.5425 for each year or portion thereof that its right to transact 30
business was forfeited; and 31
(2) [A] Except as otherwise provided in this subparagraph, 32
a fee of $300 for reinstatement. The Secretary of State may 33
establish by regulation the amount of the fee for reinstatement. If 34
the Secretary of State establishes by regulation the amount of the 35
fee for reinstatement, the foreign registered limited-liability 36
partnership must pay to the Secretary of State a fee for 37
reinstatement in the amount established by the Secretary of State 38
by regulation. 39
2. When the Secretary of State reinstates the foreign registered 40
limited-liability partnership, the Secretary of State shall issue to the 41
foreign registered limited-liability partnership a certificate of 42
reinstatement if the foreign registered limited-liability partnership: 43
(a) Requests a certificate of reinstatement; and 44
(b) Pays the required fees pursuant to NRS 87.550. 45
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3. Except as otherwise provided in NRS 231.14057, the 1
Secretary of State shall not order a reinstatement unless all 2
delinquent fees and penalties have been paid and the revocation of 3
the right to transact business occurred only by reason of failure to 4
pay the fees and penalties. 5
4. If the right of a foreign registered limited-liability 6
partnership to transact business in this State has been forfeited 7
pursuant to the provisions of this chapter and has remained forfeited 8
for a period of 5 consecutive years, the right to transact business 9
must not be reinstated. 10
5. Except as otherwise provided in NRS 87.544, a 11
reinstatement pursuant to this section relates back to the date on 12
which the foreign registered limited-liability partnership forfeited its 13
right to transact business under the provisions of this chapter and 14
reinstates the foreign registered limited-liability partnership’s right 15
to transact business as if such right had at all times remained in full 16
force and effect. 17
Sec. 45. NRS 87A.175 is hereby amended to read as follows: 18
87A.175 1. Except as otherwise provided in NRS 87A.635, 19
the name proposed for a limited partnership as set forth in its 20
certificate of limited partnership: 21
(a) Must contain the words “Limited Partnership,” or the 22
abbreviation “LP” or “L.P.”; 23
(b) May contain the name of any partner; and 24
(c) Must be distinguishable on the records of the Secretary of 25
State from the names of all other artificial persons formed, 26
organized, registered or qualified pursuant to the provisions of this 27
title that are on file in the Office of the Secretary of State and all 28
names that are reserved in the Office of the Secretary of State 29
pursuant to the provisions of this title. If the name on the certificate 30
of limited partnership submitted to the Secretary of State is not 31
distinguishable from any name on file or reserved name, the 32
Secretary of State shall return the certificate to the filer, unless 33
the written, acknowledged consent to the use of the same or the 34
requested similar name of the holder of the name on file or reserved 35
name accompanies the certificate of limited partnership. 36
2. For the purposes of this section, a proposed name is not 37
distinguished from a name on file or reserved name solely because 38
one or the other contains distinctive lettering, a distinctive mark, a 39
trademark or a trade name, or any combination thereof. 40
3. The Secretary of State shall not accept for filing any 41
certificate of limited partnership for any limited partnership formed 42
or existing pursuant to the laws of this State which provides that the 43
name of the limited partnership contains the word “accountant,” 44
“accounting,” “accountancy,” “auditor” or “auditing” unless the 45
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Nevada State Board of Accountancy certifies that the limited 1
partnership: 2
(a) Is registered pursuant to the provisions of chapter 628 of 3
NRS; or 4
(b) Has filed with the Nevada State Board of Accountancy under 5
penalty of perjury a written statement that the limited partnership is 6
not engaged in the practice of accounting and is not offering to 7
practice accounting in this State. 8
4. The Secretary of State shall not accept for filing any 9
certificate of limited partnership for any limited partnership formed 10
or existing pursuant to the laws of this State which provides that the 11
name of the limited partnership contains the word “bank” or “trust” 12
unless: 13
(a) It appears from the certificate of limited partnership that the 14
limited partnership proposes to carry on business as a banking or 15
trust company, exclusively or in connection with its business as a 16
bank, savings and loan association, savings bank or thrift company; 17
and 18
(b) The certificate of limited partnership is first approved by the 19
Commissioner of Financial Institutions. 20
5. The Secretary of State shall not accept for filing any 21
certificate of limited partnership for any limited partnership formed 22
or existing pursuant to the provisions of this chapter if it appears 23
from the certificate of limited partnership that the business to be 24
carried on by the limited partnership is subject to supervision by the 25
Commissioner of Insurance or by the Commissioner of Financial 26
Institutions, unless the certificate of limited partnership is approved 27
by the Commissioner who will supervise the business of the limited 28
partnership. 29
6. Except as otherwise provided in subsection 5, the Secretary 30
of State shall not accept for filing any certificate of limited 31
partnership for any limited partnership formed or existing pursuant 32
to the laws of this State which provides that the name of the limited 33
partnership contains the words “engineer,” “engineered,” 34
“engineering,” “professional engineer,” “registered engineer” or 35
“licensed engineer” unless: 36
(a) The State Board of Professional Engineers and Land 37
Surveyors certifies that the principals of the limited partnership are 38
licensed to practice engineering pursuant to the laws of this State; or 39
(b) The State Board of Professional Engineers and Land 40
Surveyors certifies that the limited partnership is exempt from the 41
prohibitions of NRS 625.520. 42
7. Except as otherwise provided in subsection 5, the Secretary 43
of State shall not accept for filing any certificate of limited 44
partnership for any limited partnership formed or existing pursuant 45
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to the laws of this State which provides that the name of the limited 1
partnership contains the words “architect,” “architecture,” 2
“registered architect,” “licensed architect,” “registered interior 3
designer,” “registered interior design,” “residential designer,” 4
“registered residential designer,” “licensed residential designer” or 5
“residential design” unless [the] : 6
(a) The State Board of Architecture, Interior Design and 7
Residential Design certifies that: 8
[(a)] (1) The principals of the limited partnership are holders of 9
a certificate of registration to practice architecture or residential 10
design or to practice as a registered interior designer, as applicable, 11
pursuant to the laws of this State; or 12
[(b)] (2) The limited partnership is qualified to do business in 13
this State pursuant to NRS 623.349 [.] ; or 14
(b) The principals of the limited partnership present 15
documentation satisfactory to the Secretary of State showing that: 16
(1) The principals are holders of a certificate of registration 17
to practice architecture or residential design or to practice as a 18
registered interior designer, as applicable, pursuant to the laws of 19
this State; or 20
(2) The limited partnership is qualified to do business in 21
this State pursuant to NRS 623.349. 22
8. The Secretary of State shall not accept for filing any 23
certificate of limited partnership for any limited partnership formed 24
or existing pursuant to the laws of this State which provides that the 25
name of the limited partnership contains the words “common-26
interest community,” “community association,” “master 27
association,” “unit-owners’ association” or “homeowners’ 28
association” or if it appears in the certificate of limited partnership 29
that the purpose of the limited partnership is to operate as a unit-30
owners’ association pursuant to chapter 116 or 116B of NRS unless 31
the Administrator of the Real Estate Division of the Department of 32
Business and Industry certifies that the limited partnership has: 33
(a) Registered with the Ombudsman for Owners in Common-34
Interest Communities and Condominium Hotels pursuant to NRS 35
116.31158 or 116B.625; and 36
(b) Paid to the Administrator of the Real Estate Division the fees 37
required pursuant to NRS 116.31155 or 116B.620. 38
9. The name of a limited partnership whose right to transact 39
business has been forfeited, which has merged and is not the 40
surviving entity or whose existence has otherwise terminated is 41
available for use by any other artificial person. 42
10. The Secretary of State may adopt regulations that interpret 43
the requirements of this section. 44
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Sec. 46. NRS 87A.270 is hereby amended to read as follows: 1
87A.270 [No] 2
1. Except as otherwise provided in subsection 2, no record 3
which is written in a language other than English may be filed or 4
submitted for filing in the Office of the Secretary of State pursuant 5
to the provisions of this chapter unless it is accompanied by a 6
verified translation of that record into the English language. 7
2. The Office of the Secretary of State may accept for filing a 8
record which is written in a language other than English if the 9
Secretary of State determines that sufficient resources are 10
available to provide for a verified translation of that record into 11
the English language. 12
Sec. 47. NRS 87A.290 is hereby amended to read as follows: 13
87A.290 1. A limited partnership shall, at the time of the 14
filing of its certificate of limited partnership with the Secretary of 15
State, or, if the limited partnership has selected an alternative due 16
date pursuant to subsection 12, on or before that alternative due 17
date, and annually thereafter on or before the last day of the month 18
in which the anniversary date of the filing of its certificate of limited 19
partnership occurs, or, if applicable, on or before the last day of the 20
month in which the anniversary date of the alternative due date 21
occurs in each year, file with the Secretary of State, on a form 22
furnished by the Secretary of State, a list that contains: 23
(a) The name of the limited partnership; 24
(b) The file number of the limited partnership, if known; 25
(c) The names of all of its general partners; 26
(d) The address, either residence or business, of each general 27
partner; and 28
(e) The signature of a general partner of the limited partnership, 29
or some other person specifically authorized by the limited 30
partnership to sign the list, certifying that the list is true, complete 31
and accurate. 32
2. Each list filed pursuant to subsection 1 must be accompanied 33
by a declaration under penalty of perjury that: 34
(a) The limited partnership has complied with the provisions of 35
chapter 76 of NRS; 36
(b) The limited partnership acknowledges that pursuant to NRS 37
239.330, it is a category C felony to knowingly offer any false or 38
forged instrument for filing in the Office of the Secretary of State; 39
and 40
(c) None of the general partners identified in the list has been 41
identified in the list with the fraudulent intent of concealing the 42
identity of any person or persons exercising the power or authority 43
of a general partner in furtherance of any unlawful conduct. 44
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3. Except as otherwise provided in this subsection and 1
subsection 4, a limited partnership shall, upon filing: 2
(a) The initial list required by subsection 1, pay to the Secretary 3
of State a fee of $150. 4
(b) Each annual list required by subsection 1, pay to the 5
Secretary of State a fee of $150. 6
The Secretary of State may establish by regulation the amount 7
of the fee which must be paid by a limited partnership for filing 8
the initial list and each annual list required by subsection 1. If the 9
Secretary of State establishes by regulation the amount of such a 10
fee, upon filing the initial list and each annual list, the limited 11
partnership shall pay to the Secretary of State a fee in the amount 12
established by the Secretary of State by regulation. 13
4. [A] Except as otherwise provided in this subsection, a 14
registered limited-liability limited partnership shall, upon filing: 15
(a) The initial list required by subsection 1, pay to the Secretary 16
of State a fee of $150. 17
(b) Each annual list required by subsection 1, pay to the 18
Secretary of State a fee of $150. 19
The Secretary of State may establish by regulation the amount 20
of the fee which must be paid by a registered limited-liability 21
limited partnership for filing the initial list and each annual list 22
required by subsection 1. If the Secretary of State establishes by 23
regulation the amount of such a fee, upon filing the initial list and 24
each annual list, the registered limited-liability limited partnership 25
shall pay to the Secretary of State a fee in the amount established 26
by the Secretary of State by regulation. 27
5. If a limited partnership files an amended list of general 28
partners with the Secretary of State within 60 days after the date on 29
which the initial list required by subsection 1 is filed, the limited 30
partnership or the resigning general partner is not required to pay a 31
fee for filing the amended list. 32
6. Except as otherwise provided in subsection 5, if a general 33
partner of a limited partnership resigns and the resignation is not 34
reflected on the annual or amended list of general partners, the 35
limited partnership or the resigning general partner shall pay to the 36
Secretary of State a fee of $75 to file the resignation. 37
7. The Secretary of State shall, 90 days before the last day for 38
filing each annual list required by subsection 1, provide to each 39
limited partnership which is required to comply with the provisions 40
of this section, and which has not become delinquent, a notice of the 41
fee due pursuant to the provisions of subsection 3 or 4, as 42
appropriate, and a reminder to file the annual list required pursuant 43
to subsection 1. Failure of any limited partnership to receive a notice 44
does not excuse it from the penalty imposed by NRS 87A.300. 45
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8. If the list to be filed pursuant to the provisions of subsection 1
1 is defective or the fee required by subsection 3 or 4, as 2
appropriate, is not paid, the Secretary of State may return the list for 3
correction or payment. 4
9. An annual list for a limited partnership not in default that is 5
received by the Secretary of State more than 90 days before its due 6
date shall be deemed an amended list for the previous year and does 7
not satisfy the requirements of subsection 1 for the year to which the 8
due date is applicable. 9
10. A filing made pursuant to this section does not satisfy the 10
provisions of NRS 87A.240 and may not be substituted for filings 11
submitted pursuant to NRS 87A.240. 12
11. A person who files with the Secretary of State a list 13
required by subsection 1 which identifies a general partner with the 14
fraudulent intent of concealing the identity of any person or persons 15
exercising the power or authority of a general partner in furtherance 16
of any unlawful conduct is subject to the penalty set forth in 17
NRS 225.084. 18
12. The Secretary of State may allow a limited partnership to 19
select an alternative due date for filing the initial list required by 20
subsection 1. 21
13. The Secretary of State may adopt regulations to administer 22
the provisions of subsection 12. 23
Sec. 48. NRS 87A.300 is hereby amended to read as follows: 24
87A.300 1. If a limited partnership has filed the list in 25
compliance with NRS 87A.290 and has paid the appropriate fee for 26
the filing, the cancelled check or other proof of payment received by 27
the limited partnership constitutes a certificate authorizing it to 28
transact its business within this State until the anniversary date of 29
the filing of its certificate of limited partnership in the next 30
succeeding calendar year. 31
2. Each limited partnership which is required to make a filing 32
and pay the fee prescribed in NRS 87A.290 and 87A.295 and which 33
refuses or neglects to do so within the time provided is in default. 34
3. Upon notification from the Administrator of the Real Estate 35
Division of the Department of Business and Industry that a limited 36
partnership which is a unit-owners’ association as defined in NRS 37
116.011 has failed to register pursuant to NRS 116.31158 or failed 38
to pay the fees pursuant to NRS 116.31155, the Secretary of State 39
shall deem the limited partnership to be in default. If, after the 40
limited partnership is deemed to be in default, the Administrator 41
notifies the Secretary of State that the limited partnership has 42
registered pursuant to NRS 116.31158 and paid the fees pursuant to 43
NRS 116.31155, the Secretary of State shall reinstate the limited 44
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partnership if the limited partnership complies with the requirements 1
for reinstatement as provided in this section and NRS 87A.310. 2
4. [For] Except as otherwise provided in this subsection, for 3
default there must be added to the amount of the fee a penalty of 4
$75, and unless the filings are made and the fee and penalty are paid 5
on or before the first day of the first anniversary of the month 6
following the month in which filing was required, the defaulting 7
limited partnership, by reason of its default, forfeits its right to 8
transact any business within this State. The Secretary of State may 9
establish by regulation the amount of the penalty that must be paid 10
for default. If the Secretary of State establishes by regulation the 11
penalty for default, the penalty for default must be in the amount 12
established by the Secretary of State by regulation. 13
Sec. 49. NRS 87A.310 is hereby amended to read as follows: 14
87A.310 1. Except as otherwise provided in subsections 3 15
and 4 and NRS 87A.200, the Secretary of State shall reinstate any 16
limited partnership which has forfeited or which forfeits its right to 17
transact business under the provisions of this chapter and restore to 18
the limited partnership its right to carry on business in this State, 19
and to exercise its privileges and immunities if it: 20
(a) Files with the Secretary of State: 21
(1) The list required pursuant to NRS 87A.290; 22
(2) The statement required by NRS 87A.295, if applicable; 23
(3) The information required pursuant to NRS 77.310; and 24
(4) A declaration under penalty of perjury, on a form 25
provided by the Secretary of State, that the reinstatement is 26
authorized by a court of competent jurisdiction in this State or by 27
the duly selected general partners of the limited partnership; and 28
(b) Except as otherwise provided in NRS 231.14057, pays to the 29
Secretary of State: 30
(1) The filing fee and penalty set forth in NRS 87A.290 and 31
87A.300 for each year or portion thereof during which the certificate 32
has been revoked; 33
(2) The fee set forth in NRS 87A.295, if applicable; and 34
(3) [A] Except as otherwise provided in this subparagraph, 35
a fee of $300 for reinstatement. The Secretary of State may 36
establish by regulation the amount of the fee for reinstatement. If 37
the Secretary of State establishes by regulation the amount of the 38
fee for reinstatement, the limited partnership must pay to the 39
Secretary of State a fee for reinstatement in the amount 40
established by the Secretary of State by regulation. 41
2. When the Secretary of State reinstates the limited 42
partnership, the Secretary of State shall issue to the limited 43
partnership a certificate of reinstatement if the limited partnership: 44
(a) Requests a certificate of reinstatement; and 45
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(b) Pays the required fees pursuant to NRS 87A.315. 1
3. Except as otherwise provided in NRS 231.14057, the 2
Secretary of State shall not order a reinstatement unless all 3
delinquent fees and penalties have been paid, and the revocation 4
occurred only by reason of failure to pay the fees and penalties. 5
4. If a limited partnership’s certificate has been revoked 6
pursuant to the provisions of this chapter and has remained revoked 7
for a period of 5 years, the certificate must not be reinstated. 8
5. If a limited partnership’s certificate is reinstated pursuant to 9
this section, the reinstatement relates back to and takes effect on the 10
effective date of the revocation, and the limited partnership’s status 11
as a limited partnership continues as if the revocation had never 12
occurred. 13
Sec. 50. NRS 87A.315 is hereby amended to read as follows: 14
87A.315 The Secretary of State, for services relating to the 15
official duties of the Secretary of State and the records of the Office 16
of the Secretary of State, shall charge and collect the following fees: 17
1. [For] Except as otherwise provided in this subsection, for 18
filing a certificate of limited partnership, or for registering a foreign 19
limited partnership, $75. The Secretary of State may establish by 20
regulation the fee for filing a certificate of limited partnership or 21
for registering a foreign limited partnership. If the Secretary of 22
State establishes by regulation such a fee, the Secretary of State 23
shall charge and collect the fee established by the Secretary of 24
State by regulation for filing a certificate of limited partnership or 25
for registering a foreign limited partnership. 26
2. For filing a certificate of registration of limited-liability 27
limited partnership, or for registering a foreign registered limited-28
liability limited partnership, $100. 29
3. For filing a certificate of amendment of limited partnership 30
or restated certificate of limited partnership, $175. 31
4. For certifying a copy of a certificate of limited partnership, 32
an amendment to the certificate, or a certificate as amended, $30 per 33
certification. 34
5. For certifying an authorized printed copy of the limited 35
partnership law, $30. 36
6. For reserving a limited partnership name, or for signing, 37
filing or certifying any other record, $25. 38
7. For copies provided by the Office of the Secretary of State, 39
$2 per page. 40
8. For filing a certificate of cancellation of a limited 41
partnership or a certificate of cancellation of the registration of a 42
foreign limited partnership, $100. 43
Except as otherwise provided in this section, the fees set forth in 44
NRS 78.785 apply to this chapter. 45
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Sec. 51. NRS 87A.560 is hereby amended to read as follows: 1
87A.560 1. Each foreign limited partnership doing business 2
in this State shall, at the time of the filing of its application for 3
registration as a foreign limited partnership with the Secretary of 4
State, or, if the foreign limited partnership has selected an 5
alternative due date pursuant to subsection 10, on or before that 6
alternative due date, and annually thereafter on or before the last day 7
of the month in which the anniversary date of its qualification to do 8
business in this State occurs in each year, or, if applicable, on or 9
before the last day of the month in which the anniversary date of the 10
alternative due date occurs in each year, file with the Secretary of 11
State a list, on a form furnished by the Secretary of State, that 12
contains: 13
(a) The name of the foreign limited partnership; 14
(b) The file number of the foreign limited partnership, if known; 15
(c) The names of all its general partners; 16
(d) The address, either residence or business, of each general 17
partner; and 18
(e) The signature of a general partner of the foreign limited 19
partnership, or some other person specifically authorized by the 20
foreign limited partnership to sign the list, certifying that the list is 21
true, complete and accurate. 22
2. Each list filed pursuant to this section must be accompanied 23
by a declaration under penalty of perjury that: 24
(a) The foreign limited partnership has complied with the 25
provisions of chapter 76 of NRS; 26
(b) The foreign limited partnership acknowledges that pursuant 27
to NRS 239.330, it is a category C felony to knowingly offer any 28
false or forged instrument for filing in the Office of the Secretary of 29
State; and 30
(c) None of the general partners identified in the list has been 31
identified in the list with the fraudulent intent of concealing the 32
identity of any person or persons exercising the power or authority 33
of a general partner in furtherance of any unlawful conduct. 34
3. [Upon] Except as otherwise provided in this subsection, 35
upon filing: 36
(a) The initial list required by this section, the foreign limited 37
partnership shall pay to the Secretary of State a fee of $150. 38
(b) Each annual list required by this section, the foreign limited 39
partnership shall pay to the Secretary of State a fee of $150. 40
The Secretary of State may establish by regulation the amount 41
of the fee which must be paid for filing the initial list and each 42
annual list required by this section. If the Secretary of State 43
establishes by regulation the amount of such a fee, upon filing the 44
initial list and each annual list, the foreign limited partnership 45
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shall pay to the Secretary of State a fee in the amount established 1
by the Secretary of State by regulation. 2
4. If a foreign limited partnership files an amended list of 3
general partners with the Secretary of State within 60 days after the 4
date on which the initial list required by this section is filed, the 5
foreign limited partnership or the resigning general partner is not 6
required to pay a fee for filing the amended list. 7
5. Except as otherwise provided in subsection 4, if a general 8
partner of a foreign limited partnership resigns and the resignation is 9
not reflected on the annual or amended list of general partners, the 10
foreign limited partnership or the resigning general partner shall pay 11
to the Secretary of State a fee of $75 to file the resignation of the 12
general partner. 13
6. The Secretary of State shall, 90 days before the last day for 14
filing each annual list required by subsection 1, provide to each 15
foreign limited partnership, which is required to comply with the 16
provisions of NRS 87A.560 to 87A.600, inclusive, and which has 17
not become delinquent, a notice of the fee due pursuant to 18
subsection 3 and a reminder to file the list required pursuant to 19
subsection 1. Failure of any foreign limited partnership to receive a 20
notice does not excuse it from the penalty imposed by the provisions 21
of NRS 87A.560 to 87A.600, inclusive. 22
7. If the list to be filed pursuant to the provisions of subsection 23
1 is defective or the fee required by subsection 3 is not paid, the 24
Secretary of State may return the list for correction or payment. 25
8. An annual list for a foreign limited partnership not in default 26
which is received by the Secretary of State more than 90 days before 27
its due date shall be deemed an amended list for the previous year 28
and does not satisfy the requirements of subsection 1 for the year to 29
which the due date is applicable. 30
9. A person who files with the Secretary of State a list required 31
by this section which identifies a general partner with the fraudulent 32
intent of concealing the identity of any person or persons exercising 33
the power or authority of a general partner in furtherance of any 34
unlawful conduct is subject to the penalty set forth in NRS 225.084. 35
10. The Secretary of State may allow a foreign limited 36
partnership to select an alternative due date for filing the initial list 37
required by this section. 38
11. The Secretary of State may adopt regulations to administer 39
the provisions of subsection 10. 40
Sec. 52. NRS 87A.585 is hereby amended to read as follows: 41
87A.585 1. Each foreign limited partnership which is 42
required to make a filing and pay the fee prescribed in NRS 43
87A.560 to 87A.600, inclusive, and which refuses or neglects to do 44
so within the time provided is in default. 45
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2. [For] Except as otherwise provided in this subsection, for 1
default there must be added to the amount of the fee a penalty of 2
$75 and unless the filing is made and the fee and penalty are paid on 3
or before the last day of the month in which the anniversary date of 4
the foreign limited partnership occurs, the defaulting foreign limited 5
partnership by reason of its default forfeits its right to transact any 6
business within this State. The Secretary of State may establish by 7
regulation the amount of the penalty that must be paid for default. 8
If the Secretary of State establishes by regulation the penalty for 9
default, the penalty for default must be in the amount established 10
by the Secretary of State by regulation. The fee and penalty must be 11
collected as provided in this chapter. 12
Sec. 53. NRS 87A.595 is hereby amended to read as follows: 13
87A.595 1. Except as otherwise provided in subsections 3 14
and 4 and NRS 87A.580, the Secretary of State shall reinstate a 15
foreign limited partnership which has forfeited or which forfeits its 16
right to transact business under the provisions of this chapter and 17
shall restore to the foreign limited partnership its right to transact 18
business in this State, and to exercise its privileges and immunities, 19
if it: 20
(a) Files with the Secretary of State: 21
(1) The list required by NRS 87A.560; 22
(2) The statement required by NRS 87A.565, if applicable; 23
(3) The information required pursuant to NRS 77.310; and 24
(4) A declaration under penalty of perjury, on a form 25
provided by the Secretary of State, that the reinstatement is 26
authorized by a court of competent jurisdiction in this State or by 27
the duly selected general partners of the foreign limited partnership; 28
and 29
(b) Except as otherwise provided in NRS 231.14057, pays to the 30
Secretary of State: 31
(1) The filing fee and penalty set forth in NRS 87A.560 and 32
87A.585 for each year or portion thereof that its right to transact 33
business was forfeited; 34
(2) The fee set forth in NRS 87A.565, if applicable; and 35
(3) [A] Except as otherwise provided in this subparagraph, 36
a fee of $300 for reinstatement. The Secretary of State may 37
establish by regulation the amount of the fee for reinstatement. If 38
the Secretary of State establishes by regulation the amount of the 39
fee for reinstatement, the foreign limited partnership must pay to 40
the Secretary of State a fee for reinstatement in the amount 41
established by the Secretary of State by regulation. 42
2. When the Secretary of State reinstates the foreign limited 43
partnership, the Secretary of State shall issue to the foreign limited 44
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partnership a certificate of reinstatement if the foreign limited 1
partnership: 2
(a) Requests a certificate of reinstatement; and 3
(b) Pays the required fees pursuant to NRS 87A.315. 4
3. Except as otherwise provided in NRS 231.14057, the 5
Secretary of State shall not order a reinstatement unless all 6
delinquent fees and penalties have been paid and the revocation of 7
the right to transact business occurred only by reason of failure to 8
pay the fees and penalties. 9
4. If the right of a foreign limited partnership to transact 10
business in this State has been forfeited pursuant to the provisions of 11
this chapter and has remained forfeited for a period of 5 consecutive 12
years, the right is not subject to reinstatement. 13
5. A reinstatement pursuant to this section relates back to the 14
date on which the foreign limited partnership forfeited its right to 15
transact business under the provisions of this chapter and reinstates 16
the foreign limited partnership’s right to transact business as if such 17
right had at all times remained in full force and effect. 18
Sec. 54. NRS 88.320 is hereby amended to read as follows: 19
88.320 1. Except as otherwise provided in NRS 88.6065, the 20
name proposed for a limited partnership as set forth in its certificate 21
of limited partnership: 22
(a) Must contain the words “Limited Partnership,” or the 23
abbreviation “LP” or “L.P.”; 24
(b) May not contain the name of a limited partner unless: 25
(1) It is also the name of a general partner or the corporate 26
name of a corporate general partner; or 27
(2) The business of the limited partnership had been carried 28
on under that name before the admission of that limited partner; and 29
(c) Must be distinguishable on the records of the Secretary of 30
State from the names of all other artificial persons formed, 31
organized, registered or qualified pursuant to the provisions of this 32
title that are on file in the Office of the Secretary of State and all 33
names that are reserved in the Office of the Secretary of State 34
pursuant to the provisions of this title. If the name on the certificate 35
of limited partnership submitted to the Secretary of State is not 36
distinguishable from any name on file or reserved name, the 37
Secretary of State shall return the certificate to the filer, unless 38
the written, acknowledged consent to the use of the same or the 39
requested similar name of the holder of the name on file or reserved 40
name accompanies the certificate of limited partnership. 41
2. For the purposes of this section, a proposed name is not 42
distinguished from a name on file or reserved name solely because 43
one or the other contains distinctive lettering, a distinctive mark, a 44
trademark or a trade name, or any combination thereof. 45
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3. The Secretary of State shall not accept for filing any 1
certificate of limited partnership for any limited partnership formed 2
or existing pursuant to the laws of this State which provides that the 3
name of the limited partnership contains the word “accountant,” 4
“accounting,” “accountancy,” “auditor” or “auditing” unless the 5
Nevada State Board of Accountancy certifies that the limited 6
partnership: 7
(a) Is registered pursuant to the provisions of chapter 628 of 8
NRS; or 9
(b) Has filed with the Nevada State Board of Accountancy under 10
penalty of perjury a written statement that the limited partnership is 11
not engaged in the practice of accounting and is not offering to 12
practice accounting in this State. 13
4. The Secretary of State shall not accept for filing any 14
certificate of limited partnership for any limited partnership formed 15
or existing pursuant to the laws of this State which provides that the 16
name of the limited partnership contains the word “bank” or “trust” 17
unless: 18
(a) It appears from the certificate of limited partnership that the 19
limited partnership proposes to carry on business as a banking or 20
trust company, exclusively or in connection with its business as a 21
bank, savings and loan association, savings bank or thrift company; 22
and 23
(b) The certificate of limited partnership is first approved by the 24
Commissioner of Financial Institutions. 25
5. The Secretary of State shall not accept for filing any 26
certificate of limited partnership for any limited partnership formed 27
or existing pursuant to the provisions of this chapter if it appears 28
from the certificate of limited partnership that the business to be 29
carried on by the limited partnership is subject to supervision by the 30
Commissioner of Insurance or by the Commissioner of Financial 31
Institutions, unless the certificate of limited partnership is approved 32
by the Commissioner who will supervise the business of the limited 33
partnership. 34
6. Except as otherwise provided in subsection 5, the Secretary 35
of State shall not accept for filing any certificate of limited 36
partnership for any limited partnership formed or existing pursuant 37
to the laws of this State which provides that the name of the limited 38
partnership contains the words “engineer,” “engineered,” 39
“engineering,” “professional engineer,” “registered engineer” or 40
“licensed engineer” unless: 41
(a) The State Board of Professional Engineers and Land 42
Surveyors certifies that the principals of the limited partnership are 43
licensed to practice engineering pursuant to the laws of this State; or 44
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(b) The State Board of Professional Engineers and Land 1
Surveyors certifies that the limited partnership is exempt from the 2
prohibitions of NRS 625.520. 3
7. Except as otherwise provided in subsection 5, the Secretary 4
of State shall not accept for filing any certificate of limited 5
partnership for any limited partnership formed or existing pursuant 6
to the laws of this State which provides that the name of the limited 7
partnership contains the words “architect,” “architecture,” 8
“registered architect,” “licensed architect,” “registered interior 9
designer,” “registered interior design,” “residential designer,” 10
“registered residential designer,” “licensed residential designer” or 11
“residential design” unless [the] : 12
(a) The State Board of Architecture, Interior Design and 13
Residential Design certifies that: 14
[(a)] (1) The principals of the limited partnership are holders of 15
a certificate of registration to practice architecture or residential 16
design or to practice as a registered interior designer, as applicable, 17
pursuant to the laws of this State; or 18
[(b)] (2) The limited partnership is qualified to do business in 19
this State pursuant to NRS 623.349 [.] ; or 20
(b) The principals of the limited partnership present 21
documentation satisfactory to the Secretary of State showing that: 22
(1) The principals are holders of a certificate of registration 23
to practice architecture or residential design or to practice as a 24
registered interior designer, as applicable, pursuant to the laws of 25
this State; or 26
(2) The limited partnership is qualified to do business in 27
this State pursuant to NRS 623.349. 28
8. The Secretary of State shall not accept for filing any 29
certificate of limited partnership for any limited partnership formed 30
or existing pursuant to the laws of this State which provides that the 31
name of the limited partnership contains the words “common-32
interest community,” “community association,” “master 33
association,” “unit-owners’ association” or “homeowners’ 34
association” or if it appears in the certificate of limited partnership 35
that the purpose of the limited partnership is to operate as a unit-36
owners’ association pursuant to chapter 116 or 116B of NRS unless 37
the Administrator of the Real Estate Division of the Department of 38
Business and Industry certifies that the limited partnership has: 39
(a) Registered with the Ombudsman for Owners in Common-40
Interest Communities and Condominium Hotels pursuant to NRS 41
116.31158 or 116B.625; and 42
(b) Paid to the Administrator of the Real Estate Division the fees 43
required pursuant to NRS 116.31155 or 116B.620. 44
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9. The name of a limited partnership whose right to transact 1
business has been forfeited, which has merged and is not the 2
surviving entity or whose existence has otherwise terminated is 3
available for use by any other artificial person. 4
10. The Secretary of State may adopt regulations that interpret 5
the requirements of this section. 6
Sec. 55. NRS 88.338 is hereby amended to read as follows: 7
88.338 [No] 8
1. Except as otherwise provided in subsection 2, no record 9
which is written in a language other than English may be filed or 10
submitted for filing in the Office of the Secretary of State pursuant 11
to the provisions of this chapter unless it is accompanied by a 12
verified translation of that record into the English language. 13
2. The Office of the Secretary of State may accept for filing a 14
record which is written in a language other than English if the 15
Secretary of State determines that sufficient resources are 16
available to provide for a verified translation of that record into 17
the English language. 18
Sec. 56. NRS 88.395 is hereby amended to read as follows: 19
88.395 1. A limited partnership shall, at the time of the filing 20
of its certificate of limited partnership with the Secretary of State, 21
or, if the limited partnership has selected an alternative due date 22
pursuant to subsection 12, on or before that alternative due date, and 23
annually thereafter on or before the last day of the month in which 24
the anniversary date of the filing of its certificate of limited 25
partnership occurs, or, if applicable, on or before the last day of the 26
month in which the anniversary date of the alternative due date 27
occurs in each year, file with the Secretary of State, on a form 28
furnished by the Secretary of State, a list that contains: 29
(a) The name of the limited partnership; 30
(b) The file number of the limited partnership, if known; 31
(c) The names of all of its general partners; 32
(d) The address, either residence or business, of each general 33
partner; and 34
(e) The signature of a general partner of the limited partnership, 35
or some other person specifically authorized by the limited 36
partnership to sign the list, certifying that the list is true, complete 37
and accurate. 38
2. Each list filed pursuant to subsection 1 must be accompanied 39
by a declaration under penalty of perjury that: 40
(a) The limited partnership has complied with the provisions of 41
chapter 76 of NRS; 42
(b) The limited partnership acknowledges that pursuant to NRS 43
239.330, it is a category C felony to knowingly offer any false or 44
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forged instrument for filing in the Office of the Secretary of State; 1
and 2
(c) None of the general partners identified in the list has been 3
identified in the list with the fraudulent intent of concealing the 4
identity of any person or persons exercising the power or authority 5
of a general partner in furtherance of any unlawful conduct. 6
3. Except as otherwise provided in this subsection and 7
subsection 4, a limited partnership shall, upon filing: 8
(a) The initial list required by subsection 1, pay to the Secretary 9
of State a fee of $150. 10
(b) Each annual list required by subsection 1, pay to the 11
Secretary of State a fee of $150. 12
The Secretary of State may establish by regulation the amount 13
of the fee which must be paid by a limited partnership for filing 14
the initial list and each annual list required by subsection 1. If the 15
Secretary of State establishes by regulation the amount of such a 16
fee, upon filing the initial list and each annual list, the limited 17
partnership shall pay to the Secretary of State a fee in the amount 18
established by the Secretary of State by regulation. 19
4. [A] Except as otherwise required by this subsection, a 20
registered limited-liability limited partnership shall, upon filing: 21
(a) The initial list required by subsection 1, pay to the Secretary 22
of State a fee of $150. 23
(b) Each annual list required by subsection 1, pay to the 24
Secretary of State a fee of $200. 25
The Secretary of State may establish by regulation the amount 26
of the fee which must be paid by a registered limited-liability 27
limited partnership for filing the initial list and each annual list 28
required by subsection 1. If the Secretary of State establishes by 29
regulation the amount of such a fee, upon filing the initial list and 30
each annual list, the registered limited-liability limited partnership 31
shall pay to the Secretary of State a fee in the amount established 32
by the Secretary of State by regulation. 33
5. If a limited partnership files an amended list of general 34
partners with the Secretary of State within 60 days after the date on 35
which the initial list required by subsection 1 is filed, the limited 36
partnership or the resigning general partner is not required to pay a 37
fee for filing the amended list. 38
6. Except as otherwise provided in subsection 5, if a general 39
partner of a limited partnership resigns and the resignation is not 40
reflected on the annual or amended list of general partners, the 41
limited partnership or the resigning general partner shall pay to the 42
Secretary of State a fee of $75 to file the resignation. 43
7. The Secretary of State shall, 90 days before the last day for 44
filing each annual list required by subsection 1, provide to each 45
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limited partnership which is required to comply with the provisions 1
of this section, and which has not become delinquent, a notice of the 2
fee due pursuant to the provisions of subsection 3 or 4, as 3
appropriate, and a reminder to file the annual list required pursuant 4
to subsection 1. Failure of any limited partnership to receive a notice 5
does not excuse it from the penalty imposed by NRS 88.400. 6
8. If the list to be filed pursuant to the provisions of subsection 7
1 is defective or the fee required by subsection 3 or 4 is not paid, the 8
Secretary of State may return the list for correction or payment. 9
9. An annual list for a limited partnership not in default that is 10
received by the Secretary of State more than 90 days before its due 11
date shall be deemed an amended list for the previous year and does 12
not satisfy the requirements of subsection 1 for the year to which the 13
due date is applicable. 14
10. A filing made pursuant to this section does not satisfy the 15
provisions of NRS 88.355 and may not be substituted for filings 16
submitted pursuant to NRS 88.355. 17
11. A person who files with the Secretary of State a list 18
required by subsection 1 which identifies a general partner with the 19
fraudulent intent of concealing the identity of any person or persons 20
exercising the power or authority of a general partner in furtherance 21
of any unlawful conduct is subject to the penalty set forth in 22
NRS 225.084. 23
12. The Secretary of State may allow a limited partnership to 24
select an alternative due date for filing the initial list required by 25
subsection 1. 26
13. The Secretary of State may adopt regulations to administer 27
the provisions of subsection 12. 28
Sec. 57. NRS 88.400 is hereby amended to read as follows: 29
88.400 1. If a limited partnership has filed the list in 30
compliance with NRS 88.395 and has paid the appropriate fee for 31
the filing, the cancelled check or other proof of payment received by 32
the limited partnership constitutes a certificate authorizing it to 33
transact its business within this State until the anniversary date of 34
the filing of its certificate of limited partnership in the next 35
succeeding calendar year. 36
2. Each limited partnership which is required to make a filing 37
and pay the fee prescribed in NRS 88.395 and 88.397 and which 38
refuses or neglects to do so within the time provided is in default. 39
3. Upon notification from the Administrator of the Real Estate 40
Division of the Department of Business and Industry that a limited 41
partnership which is a unit-owners’ association as defined in NRS 42
116.011 or 116B.030 has failed to register pursuant to NRS 43
116.31158 or 116B.625 or failed to pay the fees pursuant to 44
NRS 116.31155 or 116B.620, the Secretary of State shall deem the 45
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limited partnership to be in default. If, after the limited partnership 1
is deemed to be in default, the Administrator notifies the Secretary 2
of State that the limited partnership has registered pursuant to NRS 3
116.31158 or 116B.625 and paid the fees pursuant to NRS 4
116.31155 or 116B.620, the Secretary of State shall reinstate the 5
limited partnership if the limited partnership complies with the 6
requirements for reinstatement as provided in this section and 7
NRS 88.410. 8
4. [For] Except as otherwise provided in this subsection, for 9
default there must be added to the amount of the fee a penalty of 10
$75, and unless the filings are made and the fee and penalty are paid 11
on or before the first day of the first anniversary of the month 12
following the month in which filing was required, the defaulting 13
limited partnership, by reason of its default, forfeits its right to 14
transact any business within this State. The Secretary of State may 15
establish by regulation the amount of the penalty that must be paid 16
for default. If the Secretary of State establishes by regulation the 17
penalty for default, the penalty for default must be in the amount 18
established by the Secretary of State by regulation. 19
Sec. 58. NRS 88.410 is hereby amended to read as follows: 20
88.410 1. Except as otherwise provided in subsections 3 and 21
4 and NRS 88.3355, the Secretary of State shall reinstate any limited 22
partnership which has forfeited or which forfeits its right to transact 23
business under the provisions of this chapter and restore to the 24
limited partnership its right to carry on business in this State, and to 25
exercise its privileges and immunities if it: 26
(a) Files with the Secretary of State: 27
(1) The list required pursuant to NRS 88.395; 28
(2) The statement required by NRS 88.397, if applicable; 29
(3) The information required pursuant to NRS 77.310; and 30
(4) A declaration under penalty of perjury, on a form 31
provided by the Secretary of State, that the reinstatement is 32
authorized by a court of competent jurisdiction in this State or by 33
the duly selected general partners of the limited partnership; and 34
(b) Except as otherwise provided in NRS 231.14057, pays to the 35
Secretary of State: 36
(1) The filing fee and penalty set forth in NRS 88.395 and 37
88.400 for each year or portion thereof during which the certificate 38
has been revoked; 39
(2) The fee set forth in NRS 88.397, if applicable; and 40
(3) [A] Except as otherwise provided in this subparagraph, 41
a fee of $300 for reinstatement. The Secretary of State may 42
establish by regulation the amount of the fee for reinstatement. If 43
the Secretary of State establishes by regulation the amount of the 44
fee for reinstatement, the limited partnership must pay to the 45
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Secretary of State a fee for reinstatement in the amount 1
established by the Secretary of State by regulation. 2
2. When the Secretary of State reinstates the limited 3
partnership, the Secretary of State shall issue to the limited 4
partnership a certificate of reinstatement if the limited partnership: 5
(a) Requests a certificate of reinstatement; and 6
(b) Pays the required fees pursuant to NRS 88.415. 7
3. Except as otherwise provided in NRS 231.14057, the 8
Secretary of State shall not order a reinstatement unless all 9
delinquent fees and penalties have been paid, and the revocation 10
occurred only by reason of failure to pay the fees and penalties. 11
4. If a limited partnership’s certificate has been revoked 12
pursuant to the provisions of this chapter and has remained revoked 13
for a period of 5 years, the certificate must not be reinstated. 14
5. Except as otherwise provided in NRS 88.327, a 15
reinstatement pursuant to this section relates back to the date on 16
which the limited partnership forfeited its right to transact business 17
under the provisions of this chapter and reinstates the limited 18
partnership’s right to transact business as if such right had at all 19
times remained in full force and effect. 20
Sec. 59. NRS 88.415 is hereby amended to read as follows: 21
88.415 The Secretary of State, for services relating to the 22
official duties of the Secretary of State and the records of the Office 23
of the Secretary of State, shall charge and collect the following fees: 24
1. [For] Except as otherwise provided in this subsection, for 25
filing a certificate of limited partnership, or for registering a foreign 26
limited partnership, $75. The Secretary of State may establish by 27
regulation the amount of the fee for filing a certificate of limited 28
partnership or for registering a foreign limited partnership. If the 29
Secretary of State establishes by regulation the amount of such a 30
fee, the fee for filing a certificate of limited partnership, or for 31
registering a foreign limited partnership, must be in the amount 32
established by the Secretary of State by regulation. 33
2. For filing a certificate of registration of limited-liability 34
limited partnership, or for registering a foreign registered limited-35
liability limited partnership, $100. 36
3. For filing a certificate of amendment of limited partnership 37
or restated certificate of limited partnership, $175. 38
4. For certifying a copy of a certificate of limited partnership, 39
an amendment to the certificate, or a certificate as amended, $30 per 40
certification. 41
5. For certifying an authorized printed copy of the limited 42
partnership law, $30. 43
6. For reserving a limited partnership name, or for signing, 44
filing or certifying any other record, $25. 45
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7. For copies provided by the Office of the Secretary of State, 1
$2 per page. 2
8. For filing a certificate of cancellation of a limited 3
partnership, $100. 4
Except as otherwise provided in this section, the fees set forth in 5
NRS 78.785 apply to this chapter. 6
Sec. 60. NRS 88.591 is hereby amended to read as follows: 7
88.591 1. Each foreign limited partnership doing business in 8
this State shall, at the time of the filing of its application for 9
registration as a foreign limited partnership with the Secretary of 10
State, or, if the foreign limited partnership has selected an 11
alternative due date pursuant to subsection 10, on or before that 12
alternative due date, and annually thereafter on or before the last day 13
of the month in which the anniversary date of its qualification to do 14
business in this State occurs in each year, or, if applicable, on or 15
before the last day of the month in which the anniversary date of the 16
alternative due date occurs in each year, file with the Secretary of 17
State a list, on a form furnished by the Secretary of State, that 18
contains: 19
(a) The name of the foreign limited partnership; 20
(b) The file number of the foreign limited partnership, if known; 21
(c) The names of all its general partners; 22
(d) The address, either residence or business, of each general 23
partner; and 24
(e) The signature of a general partner of the foreign limited 25
partnership, or some other person specifically authorized by the 26
foreign limited partnership to sign the list, certifying that the list is 27
true, complete and accurate. 28
2. Each list filed pursuant to this section must be accompanied 29
by a declaration under penalty of perjury that: 30
(a) The foreign limited partnership has complied with the 31
provisions of chapter 76 of NRS; 32
(b) The foreign limited partnership acknowledges that pursuant 33
to NRS 239.330, it is a category C felony to knowingly offer any 34
false or forged instrument for filing in the Office of the Secretary of 35
State; and 36
(c) None of the general partners identified in the list has been 37
identified in the list with the fraudulent intent of concealing the 38
identity of any person or persons exercising the power or authority 39
of a general partner in furtherance of any unlawful conduct. 40
3. [Upon] Except as otherwise provided in this subsection, 41
upon filing: 42
(a) The initial list required by this section, the foreign limited 43
partnership shall pay to the Secretary of State a fee of $150. 44
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(b) Each annual list required by this section, the foreign limited 1
partnership shall pay to the Secretary of State a fee of $150. 2
The Secretary of State may establish by regulation the amount 3
of the fee for filing the initial list and each annual list required by 4
this section. If the Secretary of State establishes by regulation the 5
amount of such a fee, upon filing the initial list and each annual 6
list, the foreign limited partnership shall pay to the Secretary of 7
State a fee in the amount established by the Secretary of State by 8
regulation. 9
4. If a foreign limited partnership files an amended list of 10
general partners with the Secretary of State within 60 days after the 11
date on which the initial list required by this section is filed, the 12
foreign limited partnership or the resigning general partner is not 13
required to pay a fee for filing the amended list. 14
5. Except as otherwise provided in subsection 4, if a general 15
partner of a foreign limited partnership resigns and the resignation is 16
not reflected on the annual or amended list of general partners, the 17
foreign limited partnership or the resigning general partner shall pay 18
to the Secretary of State a fee of $75 to file the resignation of the 19
general partner. 20
6. The Secretary of State shall, 90 days before the last day for 21
filing each annual list required by subsection 1, provide to each 22
foreign limited partnership, which is required to comply with the 23
provisions of NRS 88.591 to 88.5945, inclusive, and which has not 24
become delinquent, a notice of the fee due pursuant to subsection 3 25
and a reminder to file the list required pursuant to subsection 1. 26
Failure of any foreign limited partnership to receive a notice does 27
not excuse it from the penalty imposed by the provisions of NRS 28
88.591 to 88.5945, inclusive. 29
7. If the list to be filed pursuant to the provisions of subsection 30
1 is defective or the fee required by subsection 3 is not paid, the 31
Secretary of State may return the list for correction or payment. 32
8. An annual list for a foreign limited partnership not in default 33
which is received by the Secretary of State more than 90 days before 34
its due date shall be deemed an amended list for the previous year 35
and does not satisfy the requirements of subsection 1 for the year to 36
which the due date is applicable. 37
9. A person who files with the Secretary of State a list required 38
by this section which identifies a general partner with the fraudulent 39
intent of concealing the identity of any person or persons exercising 40
the power or authority of a general partner in furtherance of any 41
unlawful conduct is subject to the penalty set forth in NRS 225.084. 42
10. The Secretary of State may allow a foreign limited 43
partnership to select an alternative due date for filing the initial list 44
required by this section. 45
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11. The Secretary of State may adopt regulations to administer 1
the provisions of subsection 10. 2
Sec. 61. NRS 88.593 is hereby amended to read as follows: 3
88.593 1. Each foreign limited partnership which is required 4
to make a filing and pay the fee prescribed in NRS 88.591 to 5
88.5945, inclusive, and which refuses or neglects to do so within the 6
time provided is in default. 7
2. [For] Except as otherwise provided in this subsection, for 8
default there must be added to the amount of the fee a penalty of 9
$75 and unless the filing is made and the fee and penalty are paid on 10
or before the last day of the month in which the anniversary date of 11
the foreign limited partnership occurs, the defaulting foreign limited 12
partnership by reason of its default forfeits its right to transact any 13
business within this State. The Secretary of State may establish by 14
regulation the amount of the penalty that must be paid for default. 15
If the Secretary of State establishes by regulation the penalty for 16
default, the penalty for default must be in the amount established 17
by the Secretary of State by regulation. The fee and penalty must be 18
collected as provided in this chapter. 19
Sec. 62. NRS 88.594 is hereby amended to read as follows: 20
88.594 1. Except as otherwise provided in subsections 3 and 21
4 and NRS 88.5927, the Secretary of State shall reinstate a foreign 22
limited partnership which has forfeited or which forfeits its right to 23
transact business under the provisions of this chapter and shall 24
restore to the foreign limited partnership its right to transact 25
business in this State, and to exercise its privileges and immunities, 26
if it: 27
(a) Files with the Secretary of State: 28
(1) The list required by NRS 88.591; 29
(2) The statement required by NRS 88.5915, if applicable; 30
(3) The information required pursuant to NRS 77.310; and 31
(4) A declaration under penalty of perjury, on a form 32
provided by the Secretary of State, that the reinstatement is 33
authorized by a court of competent jurisdiction in this State or by 34
the duly selected general partners of the foreign limited partnership; 35
and 36
(b) Except as otherwise provided in NRS 231.14057, pays to the 37
Secretary of State: 38
(1) The filing fee and penalty set forth in NRS 88.591 and 39
88.593 for each year or portion thereof that its right to transact 40
business was forfeited; 41
(2) The fee set forth in NRS 88.5915, if applicable; and 42
(3) [A] Except as otherwise provided in this subparagraph, 43
a fee of $300 for reinstatement. The Secretary of State may 44
establish by regulation the amount of the fee for reinstatement. If 45
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the Secretary of State establishes by regulation the amount of the 1
fee for reinstatement, the foreign limited partnership must pay to 2
the Secretary of State a fee for reinstatement in the amount 3
established by the Secretary of State by regulation. 4
2. When the Secretary of State reinstates the foreign limited 5
partnership, the Secretary of State shall issue to the foreign 6
limited partnership a certificate of reinstatement if the foreign 7
limited partnership: 8
(a) Requests a certificate of reinstatement; and 9
(b) Pays the required fees pursuant to NRS 88.415. 10
3. Except as otherwise provided in NRS 231.14057, the 11
Secretary of State shall not order a reinstatement unless all 12
delinquent fees and penalties have been paid and the revocation of 13
the right to transact business occurred only by reason of failure to 14
pay the fees and penalties. 15
4. If the right of a foreign limited partnership to transact 16
business in this State has been forfeited pursuant to the provisions of 17
this chapter and has remained forfeited for a period of 5 consecutive 18
years, the right is not subject to reinstatement. 19
5. Except as otherwise provided in NRS 88.5945, a 20
reinstatement pursuant to this section relates back to the date on 21
which the foreign limited partnership forfeited its right to transact 22
business under the provisions of this chapter and reinstates the 23
foreign limited partnership’s right to transact business as if such 24
right had at all times remained in full force and effect. 25
Sec. 63. NRS 88A.600 is hereby amended to read as follows: 26
88A.600 1. A business trust formed pursuant to this chapter 27
shall, at the time of the filing of its certificate of trust with the 28
Secretary of State, or, if the business trust has selected an alternative 29
due date pursuant to subsection 9, on or before that alternative due 30
date, and annually thereafter on or before the last day of the month 31
in which the anniversary date of the filing of its certificate of trust 32
with the Secretary of State occurs, file with the Secretary of State, 33
or, if applicable, on or before the last day of the month in which the 34
anniversary date of the alternative due date occurs in each year, on a 35
form furnished by the Secretary of State, a list signed by at least one 36
trustee, or by some other person specifically authorized by the 37
business trust to sign the list, that contains the name and street 38
address of at least one trustee. Each list filed pursuant to this 39
subsection must be accompanied by a declaration under penalty of 40
perjury that: 41
(a) The business trust has complied with the provisions of 42
chapter 76 of NRS; 43
(b) The business trust acknowledges that pursuant to NRS 44
239.330, it is a category C felony to knowingly offer any false or 45
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forged instrument for filing in the Office of the Secretary of State; 1
and 2
(c) None of the trustees identified in the list has been identified 3
in the list with the fraudulent intent of concealing the identity of any 4
person or persons exercising the power or authority of a trustee in 5
furtherance of any unlawful conduct. 6
2. [Upon] Except as otherwise provided in this subsection, 7
upon filing: 8
(a) The initial list required by subsection 1, the business trust 9
shall pay to the Secretary of State a fee of $150. 10
(b) Each annual list required by subsection 1, the business trust 11
shall pay to the Secretary of State a fee of $150. 12
The Secretary of State may establish by regulation the amount 13
of the fee for filing the initial list and each annual list required by 14
subsection 1. If the Secretary of State establishes by regulation the 15
amount of such a fee, upon filing the initial list and each annual 16
list, the business trust shall pay to the Secretary of State a fee in 17
the amount established by the Secretary of State by regulation. 18
3. If a business trust files an amended list of trustees with the 19
Secretary of State within 60 days after the date on which the initial 20
list required by subsection 1 is filed, the business trust or the 21
resigning trustee is not required to pay a fee for filing the amended 22
list. 23
4. Except as otherwise provided in subsection 3, if a trustee of 24
a business trust resigns and the resignation is not reflected on the 25
annual or amended list of trustees, the business trust or the resigning 26
trustee shall pay to the Secretary of State a fee of $75 to file the 27
resignation. 28
5. The Secretary of State shall, 90 days before the last day for 29
filing each annual list required by subsection 1, provide to each 30
business trust which is required to comply with the provisions of 31
NRS 88A.600 to 88A.665, inclusive, and which has not become 32
delinquent, a notice of the fee due pursuant to subsection 2 and a 33
reminder to file the list required pursuant to subsection 1. Failure of 34
a business trust to receive a notice does not excuse it from the 35
penalty imposed by law. 36
6. An annual list for a business trust not in default which is 37
received by the Secretary of State more than 90 days before its due 38
date shall be deemed an amended list for the previous year. 39
7. A person who files with the Secretary of State an initial list 40
or annual list required by subsection 1 which identifies a trustee 41
with the fraudulent intent of concealing the identity of any person or 42
persons exercising the power or authority of a trustee in furtherance 43
of any unlawful conduct is subject to the penalty set forth in 44
NRS 225.084. 45
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8. For the purposes of this section, a person who is a beneficial 1
owner is not deemed to exercise actual control of the daily 2
operations of a business trust based solely on the fact that the person 3
is a beneficial owner. 4
9. The Secretary of State may allow a business trust to select 5
an alternative due date for filing the initial list required by 6
subsection 1. 7
10. The Secretary of State may adopt regulations to administer 8
the provisions of subsection 9. 9
Sec. 64. NRS 88A.630 is hereby amended to read as follows: 10
88A.630 1. Each business trust required to file the list and 11
pay the fee prescribed in NRS 88A.600 to 88A.665, inclusive, 12
which refuses or neglects to do so within the time provided shall be 13
deemed in default. 14
2. [For] Except as otherwise provided in this subsection, for 15
default, there must be added to the amount of the fee a penalty of 16
$75. The Secretary of State may establish by regulation the 17
amount of the penalty that must be paid for default. If the 18
Secretary of State establishes by regulation the penalty for default, 19
the penalty for default must be in the amount established by the 20
Secretary of State by regulation. The fee and penalty must be 21
collected as provided in this chapter. 22
Sec. 65. NRS 88A.650 is hereby amended to read as follows: 23
88A.650 1. Except as otherwise provided in subsections 3 24
and 4 and NRS 88A.345, the Secretary of State shall reinstate a 25
business trust which has forfeited or which forfeits its right to 26
transact business pursuant to the provisions of this chapter and shall 27
restore to the business trust its right to carry on business in this 28
State, and to exercise its privileges and immunities, if it: 29
(a) Files with the Secretary of State: 30
(1) The list required by NRS 88A.600; 31
(2) The information required pursuant to NRS 77.310; and 32
(3) A declaration under penalty of perjury, on a form 33
provided by the Secretary of State, that the reinstatement is 34
authorized by a court of competent jurisdiction in this State or by 35
the duly selected trustees of the business trust; and 36
(b) Except as otherwise provided in NRS 231.14057, pays to the 37
Secretary of State: 38
(1) The filing fee and penalty set forth in NRS 88A.600 and 39
88A.630 for each year or portion thereof during which its certificate 40
of trust was revoked; and 41
(2) [A] Except as otherwise provided in this subparagraph, 42
a fee of $300 for reinstatement. The Secretary of State may 43
establish by regulation the amount of the fee for reinstatement. If 44
the Secretary of State establishes by regulation the amount of the 45
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fee for reinstatement, the business trust must pay to the Secretary 1
of State a fee for reinstatement in the amount established by the 2
Secretary of State by regulation. 3
2. When the Secretary of State reinstates the business trust, the 4
Secretary of State shall issue to the business trust a certificate of 5
reinstatement if the business trust: 6
(a) Requests a certificate of reinstatement; and 7
(b) Pays the required fees pursuant to NRS 88A.900. 8
3. Except as otherwise provided in NRS 231.14057, the 9
Secretary of State shall not order a reinstatement unless all 10
delinquent fees and penalties have been paid, and the revocation of 11
the certificate of trust occurred only by reason of the failure to file 12
the list or pay the fees and penalties. 13
4. If a certificate of business trust has been revoked pursuant to 14
the provisions of this chapter and has remained revoked for a period 15
of 5 consecutive years, the certificate must not be reinstated. 16
5. Except as otherwise provided in NRS 88A.660, a 17
reinstatement pursuant to this section relates back to the date on 18
which the business trust forfeited its right to transact business under 19
the provisions of this chapter and reinstates the business trust’s right 20
to transact business as if such right had at all times remained in full 21
force and effect. 22
Sec. 66. NRS 88A.732 is hereby amended to read as follows: 23
88A.732 1. Each foreign business trust doing business in this 24
State shall, at the time of the filing of its application for registration 25
as a foreign business trust with the Secretary of State, or, if the 26
foreign business trust has selected an alternative due date pursuant 27
to subsection 11, on or before that alternative due date, and annually 28
thereafter on or before the last day of the month in which the 29
anniversary date of its qualification to do business in this State 30
occurs in each year, or, if applicable, on or before the last day of the 31
month in which the anniversary date of the alternative due date 32
occurs in each year, file with the Secretary of State a list, on a form 33
furnished by the Secretary of State, that contains: 34
(a) The name of the foreign business trust; 35
(b) The file number of the foreign business trust, if known; 36
(c) The name of at least one of its trustees; 37
(d) The address, either residence or business, of the trustee listed 38
pursuant to paragraph (c); and 39
(e) The signature of a trustee of the foreign business trust, or 40
some other person specifically authorized by the foreign business 41
trust to sign the list, certifying that the list is true, complete and 42
accurate. 43
2. Each list required to be filed pursuant to this section must be 44
accompanied by a declaration under penalty of perjury that: 45
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(a) The foreign business trust has complied with the provisions 1
of chapter 76 of NRS; 2
(b) The foreign business trust acknowledges that pursuant to 3
NRS 239.330, it is a category C felony to knowingly offer any false 4
or forged instrument for filing in the Office of the Secretary of 5
State; and 6
(c) None of the trustees identified in the list has been identified 7
in the list with the fraudulent intent of concealing the identity of any 8
person or persons exercising the power or authority of a trustee in 9
furtherance of any unlawful conduct. 10
3. [Upon] Except as otherwise provided in this subsection, 11
upon filing: 12
(a) The initial list required by this section, the foreign business 13
trust shall pay to the Secretary of State a fee of $150. 14
(b) Each annual list required by this section, the foreign business 15
trust shall pay to the Secretary of State a fee of $150. 16
The Secretary of State may establish by regulation the amount 17
of the fee for filing the initial list and each annual list required by 18
this section. If the Secretary of State establishes by regulation the 19
amount of such a fee, upon filing the initial list and each annual 20
list, the foreign business trust shall pay to the Secretary of State a 21
fee in the amount established by the Secretary of State by 22
regulation. 23
4. If a foreign business trust files an amended list of trustees 24
with the Secretary of State within 60 days after the date on which 25
the initial list required by this section is filed, the foreign business 26
trust or the resigning trustee is not required to pay a fee for filing the 27
amended list. 28
5. Except as otherwise provided in subsection 4, if a trustee of 29
a foreign business trust resigns and the resignation is not reflected 30
on the annual or amended list of trustees, the foreign business trust 31
or the resigning trustee shall pay to the Secretary of State a fee of 32
$75 to file the resignation. 33
6. The Secretary of State shall, 90 days before the last day for 34
filing each annual list required by subsection 1, provide to each 35
foreign business trust which is required to comply with the 36
provisions of NRS 88A.732 to 88A.738, inclusive, and which has 37
not become delinquent, a notice of the fee due pursuant to 38
subsection 3 and a reminder to file the list required pursuant to 39
subsection 1. Failure of any foreign business trust to receive a notice 40
does not excuse it from the penalty imposed by the provisions of 41
NRS 88A.732 to 88A.738, inclusive. 42
7. If the list to be filed pursuant to the provisions of subsection 43
1 is defective or the fee required by subsection 3 is not paid, the 44
Secretary of State may return the list for correction or payment. 45
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8. An annual list for a foreign business trust not in default 1
which is received by the Secretary of State more than 90 days before 2
its due date shall be deemed an amended list for the previous year 3
and does not satisfy the requirements of subsection 1 for the year to 4
which the due date is applicable. 5
9. A person who files with the Secretary of State a list required 6
by this section which identifies a trustee with the fraudulent intent of 7
concealing the identity of any person or persons exercising the 8
power or authority of a trustee in furtherance of any unlawful 9
conduct is subject to the penalty set forth in NRS 225.084. 10
10. For the purposes of this section, a person who is a 11
beneficial owner is not deemed to exercise actual control of the 12
daily operations of a foreign business trust based solely on the fact 13
that the person is a beneficial owner. 14
11. The Secretary of State may allow a foreign business trust to 15
select an alternative due date for filing the initial list required by this 16
section. 17
12. The Secretary of State may adopt regulations to administer 18
the provisions of subsection 11. 19
Sec. 67. NRS 88A.735 is hereby amended to read as follows: 20
88A.735 1. Each foreign business trust which is required to 21
make a filing and pay the fee prescribed in NRS 88A.732 to 22
88A.738, inclusive, and which refuses or neglects to do so within 23
the time provided is in default. 24
2. [For] Except as otherwise provided in this subsection, for 25
default there must be added to the amount of the fee a penalty of 26
$75, and unless the filing is made and the fee and penalty are paid 27
on or before the last day of the month in which the anniversary date 28
of the foreign business trust occurs, the defaulting foreign business 29
trust by reason of its default forfeits its right to transact any business 30
within this State. The Secretary of State may establish by 31
regulation the amount of the penalty that must be paid for default. 32
If the Secretary of State establishes by regulation the penalty for 33
default, the penalty for default must be in the amount established 34
by the Secretary of State by regulation. The fee and penalty must be 35
collected as provided in this chapter. 36
Sec. 68. NRS 88A.737 is hereby amended to read as follows: 37
88A.737 1. Except as otherwise provided in subsections 3 38
and 4 and NRS 88A.7345, the Secretary of State shall reinstate a 39
foreign business trust which has forfeited or which forfeits its right 40
to transact business under the provisions of this chapter and shall 41
restore to the foreign business trust its right to transact business in 42
this State, and to exercise its privileges and immunities, if it: 43
(a) Files with the Secretary of State: 44
(1) The list required by NRS 88A.732; 45
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(2) The information required pursuant to NRS 77.310; and 1
(3) A declaration under penalty of perjury, on a form 2
provided by the Secretary of State, that the reinstatement is 3
authorized by a court of competent jurisdiction in this State or by 4
the duly selected trustees of the foreign business trust; and 5
(b) Except as otherwise provided in NRS 231.14057, pays to the 6
Secretary of State: 7
(1) The filing fee and penalty set forth in NRS 88A.732 and 8
88A.735 for each year or portion thereof that its right to transact 9
business was forfeited; and 10
(2) [A] Except as otherwise provided in this subparagraph, 11
a fee of $300 for reinstatement. The Secretary of State may 12
establish by regulation the amount of the fee for reinstatement. If 13
the Secretary of State establishes by regulation the amount of the 14
fee for reinstatement, the foreign business trust must pay to the 15
Secretary of State a fee for reinstatement in the amount 16
established by the Secretary of State by regulation. 17
2. When the Secretary of State reinstates the foreign business 18
trust, the Secretary of State shall issue to the foreign business trust a 19
certificate of reinstatement if the foreign business trust: 20
(a) Requests a certificate of reinstatement; and 21
(b) Pays the required fees pursuant to NRS 88A.900. 22
3. Except as otherwise provided in NRS 231.14057, the 23
Secretary of State shall not order a reinstatement unless all 24
delinquent fees and penalties have been paid and the revocation of 25
the right to transact business occurred only by reason of failure to 26
pay the fees and penalties. 27
4. If the right of a foreign business trust to transact business in 28
this State has been forfeited pursuant to the provisions of this 29
chapter and has remained forfeited for a period of 5 consecutive 30
years, the right to transact business must not be reinstated. 31
5. Except as otherwise provided in NRS 88A.738, a 32
reinstatement pursuant to this section relates back to the date the 33
foreign business trust forfeited its right to transact business under 34
the provisions of this chapter and reinstates the foreign business 35
trust’s right to transact business as if such right had at all times 36
remained in full force and effect. 37
Sec. 69. NRS 88A.900 is hereby amended to read as follows: 38
88A.900 The Secretary of State shall charge and collect the 39
following fees for: 40
1. [Filing] Except as otherwise provided in this subsection, 41
filing an original certificate of trust, or for registering a foreign 42
business trust, $75. The Secretary of State may establish by 43
regulation the amount of the fee for filing an original certificate 44
of trust or for registering a foreign business trust. If the Secretary 45
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of State establishes by regulation the amount of such a fee, the 1
amount of the fee for filing an original certificate of trust, or for 2
registering a foreign business trust, must be the amount 3
established by the Secretary of State by regulation. 4
2. Filing an amendment or restatement, or a combination 5
thereof, to a certificate of trust, $175. 6
3. Filing a certificate of cancellation, $100. 7
4. Certifying a copy of a certificate of trust or an amendment or 8
restatement, or a combination thereof, $30 per certification. 9
5. Certifying an authorized printed copy of this chapter, $30. 10
6. Reserving a name for a business trust, $25. 11
7. Signing a certificate of existence of a business trust which 12
does not list the previous records relating to it, or a certificate of 13
change in the name of a business trust, $50. 14
8. Signing a certificate of existence of a business trust which 15
lists the previous records relating to it, $50. 16
9. Signing, certifying or filing any certificate or record not 17
otherwise provided for in this section, $50. 18
10. Examining and provisionally approving a record before the 19
record is presented for filing, $125. 20
11. Copying a record on file with the Secretary of State, for 21
each page, $2. 22
Sec. 70. NRS 89.027 is hereby amended to read as follows: 23
89.027 [No] 24
1. Except as otherwise provided in subsection 2, no record 25
which is written in a language other than English may be filed or 26
submitted for filing in the Office of the Secretary of State pursuant 27
to the provisions of this chapter unless it is accompanied by a 28
verified translation of that record into the English language. 29
2. The Office of the Secretary of State may accept for filing a 30
record which is written in a language other than English if the 31
Secretary of State determines that sufficient resources are 32
available to provide for a verified translation of that record into 33
the English language. 34
Sec. 71. NRS 89.210 is hereby amended to read as follows: 35
89.210 1. Within 30 days after the organization of a 36
professional association under this chapter, the association shall file 37
with the Secretary of State a copy of the articles of association, duly 38
signed, and , except as otherwise provided in subsection 3, shall 39
pay at that time a filing fee of $75. A copy of any amendments to 40
the articles of association must also be filed with the Secretary of 41
State within 30 days after the adoption of such amendments. Each 42
copy of amendments so filed must be certified as true and correct 43
and be accompanied by a filing fee of $175. 44
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2. The name of such a professional association must contain 1
the words “Professional Association,” “Professional Organization” 2
or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association 3
may render professional services and exercise its authorized powers 4
under a fictitious name if the association has first registered the 5
name in the manner required under chapter 602 of NRS. 6
3. The Secretary of State may establish by regulation the fee 7
for filing a copy of the articles of association, which is required by 8
subsection 1. If the Secretary of State establishes by regulation the 9
amount of such a filing fee, the professional association shall pay 10
the filing fee required by subsection 1 in the amount established 11
by the Secretary of State by regulation. 12
Sec. 72. NRS 89.250 is hereby amended to read as follows: 13
89.250 1. Except as otherwise provided in subsection 2, a 14
professional association shall, at the time of the filing of its articles 15
of association with the Secretary of State, or, if the professional 16
association has selected an alternative due date pursuant to 17
subsection 8, on or before that alternative due date, and annually 18
thereafter on or before the last day of the month in which the 19
anniversary date of its organization occurs in each year, or, if 20
applicable, on or before the last day of the month in which the 21
anniversary date of the alternative due date occurs in each year, file 22
with the Secretary of State a list showing the names and addresses, 23
either residence or business, of all members and employees in the 24
professional association and certifying that all members and 25
employees are licensed to render professional service in this State. 26
2. A professional association organized and practicing pursuant 27
to the provisions of this chapter and NRS 623.349 shall, at the time 28
of the filing of its articles of association with the Secretary of State, 29
or, if the professional association has selected an alternative due 30
date pursuant to subsection 8, on or before that alternative due date, 31
and annually thereafter on or before the last day of the month in 32
which the anniversary date of its organization occurs in each year, 33
or, if applicable, on or before the last day of the month in which the 34
anniversary date of the alternative due date occurs in each year, file 35
with the Secretary of State a list: 36
(a) Showing the names and addresses, either residence or 37
business, of all members and employees of the professional 38
association who are licensed or otherwise authorized by law to 39
render professional service in this State; 40
(b) Certifying that all members and employees who render 41
professional service are licensed or otherwise authorized by law to 42
render professional service in this State; and 43
(c) Certifying that all members who are not licensed to render 44
professional service in this State do not render professional service 45
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on behalf of the professional association except as authorized by 1
law. 2
3. Each list filed pursuant to this section must be: 3
(a) Made on a form furnished by the Secretary of State and must 4
not contain any fiscal or other information except that expressly 5
called for by this section. 6
(b) Signed by the chief executive officer of the professional 7
association or by some other person specifically authorized by the 8
chief executive officer to sign the list. 9
(c) Accompanied by a declaration under penalty of perjury that: 10
(1) The professional association has complied with the 11
provisions of chapter 76 of NRS; 12
(2) The professional association acknowledges that pursuant 13
to NRS 239.330, it is a category C felony to knowingly offer any 14
false or forged instrument for filing in the Office of the Secretary of 15
State; and 16
(3) None of the members or employees identified in the list 17
has been identified in the list with the fraudulent intent of 18
concealing the identity of any person or persons exercising the 19
power or authority of a member or employee in furtherance of any 20
unlawful conduct. 21
4. [Upon] Except as otherwise provided in this subsection, 22
upon filing: 23
(a) The initial list required by this section, the professional 24
association shall pay to the Secretary of State a fee of $150. 25
(b) Each annual list required by this section, the professional 26
association shall pay to the Secretary of State a fee of $150. 27
The Secretary of State may establish by regulation the amount 28
of the fee for filing the initial list and each annual list required by 29
this section. If the Secretary of State establishes by regulation the 30
amount of such a fee, upon filing the initial list and each annual 31
list, the professional association shall pay to the Secretary of State 32
a fee in the amount established by the Secretary of State by 33
regulation. 34
5. If a professional association files an amended list of 35
members and employees with the Secretary of State within 60 days 36
after the date on which the initial list required by this section is 37
filed, the professional association is not required to pay a fee for 38
filing the amended list. 39
6. A person who files with the Secretary of State an initial list 40
or annual list required by this section which identifies a member or 41
an employee of a professional association with the fraudulent intent 42
of concealing the identity of any person or persons exercising the 43
power or authority of a member or employee in furtherance of any 44
unlawful conduct is subject to the penalty set forth in NRS 225.084. 45
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7. For the purposes of this section, a person is not deemed to 1
exercise actual control of the daily operations of a professional 2
association based solely on the fact that the person holds an 3
ownership interest in the professional association. 4
8. The Secretary of State may allow a professional association 5
to select an alternative due date for filing the initial list required by 6
this section. 7
9. The Secretary of State may adopt regulations to administer 8
the provisions of subsection 8. 9
Sec. 73. NRS 89.252 is hereby amended to read as follows: 10
89.252 1. Each professional association that is required to 11
make a filing and pay the fee prescribed in NRS 89.250 but refuses 12
to do so within the time provided is in default. 13
2. [For] Except as otherwise provided in this subsection, for 14
default, there must be added to the amount of the fee a penalty of 15
$75. The Secretary of State may establish by regulation the 16
amount of the penalty that must be paid for default. If the 17
Secretary of State establishes by regulation the penalty for default, 18
the penalty for default must be in the amount established by the 19
Secretary of State by regulation. The fee and penalty must be 20
collected as provided in this chapter. 21
Sec. 74. NRS 89.256 is hereby amended to read as follows: 22
89.256 1. Except as otherwise provided in subsections 3 and 23
4 and NRS 89.251, the Secretary of State shall reinstate any 24
professional association which has forfeited its right to transact 25
business under the provisions of this chapter and restore the right to 26
carry on business in this State and exercise its privileges and 27
immunities if it: 28
(a) Files with the Secretary of State: 29
(1) The list and certification required by NRS 89.250; 30
(2) The information required pursuant to NRS 77.310; and 31
(3) A declaration under penalty of perjury, on a form 32
provided by the Secretary of State, that the reinstatement is 33
authorized by a court of competent jurisdiction in this State or by 34
the duly selected chief executive officer of the professional 35
association; and 36
(b) Except as otherwise provided in NRS 231.14057, pays to the 37
Secretary of State: 38
(1) The filing fee and penalty set forth in NRS 89.250 and 39
89.252 for each year or portion thereof during which the articles of 40
association have been revoked; and 41
(2) [A] Except as otherwise provided in this subparagraph, 42
a fee of $300 for reinstatement. The Secretary of State may 43
establish by regulation the amount of the fee for reinstatement. If 44
the Secretary of State establishes by regulation the amount of the 45
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fee for reinstatement, the professional association must pay to the 1
Secretary of State a fee for reinstatement in the amount 2
established by the Secretary of State by regulation. 3
2. When the Secretary of State reinstates the professional 4
association, the Secretary of State shall issue to the 5
professional association a certificate of reinstatement if the 6
professional association: 7
(a) Requests a certificate of reinstatement; and 8
(b) Pays the required fees pursuant to subsection 7 of 9
NRS 78.785. 10
3. Except as otherwise provided in NRS 231.14057, the 11
Secretary of State shall not order a reinstatement unless all 12
delinquent fees and penalties have been paid, and the revocation of 13
the articles of association occurred only by reason of the failure to 14
pay the fees and penalties. 15
4. If the articles of association of a professional association 16
have been revoked pursuant to the provisions of this chapter and 17
have remained revoked for 10 consecutive years, the articles must 18
not be reinstated. 19
5. A reinstatement pursuant to this section relates back to the 20
date on which the professional association forfeited its right to 21
transact business under the provisions of this chapter and reinstates 22
the professional association’s right to transact business as if such 23
right had at all times remained in full force and effect. 24
Sec. 75. NRS 353.007 is hereby amended to read as follows: 25
353.007 1. Except as otherwise provided in subsection 2, a 26
person shall not enter into a contract with the State of Nevada unless 27
the person is a holder of a state business license issued pursuant to 28
chapter 76 of NRS. 29
2. A person who is not a holder of a state business license may 30
enter into a contract with the State of Nevada if, pursuant to 31
paragraph (b) of subsection [7] 8 of NRS 76.100, the person is not 32
required to obtain a state business license. 33
3. The provisions of this section apply to all offices, 34
departments, divisions, boards, commissions, institutions, agencies 35
or any other units of: 36
(a) The Legislative, Executive and Judicial Departments of the 37
State Government; 38
(b) The Nevada System of Higher Education; and 39
(c) The Public Employees’ Retirement System. 40
Sec. 76. NRS 600.025 is hereby amended to read as follows: 41
600.025 [No] 42
1. Except as otherwise provided in subsection 2, no document 43
which is written in a language other than English may be filed or 44
submitted for filing in the Office of the Secretary of State pursuant 45
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to the provisions of this chapter unless it is accompanied by a 1
verified translation of the document into the English language. 2
2. The Office of the Secretary of State may accept for filing a 3
record which is written in a language other than English if the 4
Secretary of State determines that sufficient resources are 5
available to provide for a verified translation of that record into 6
the English language. 7
Sec. 77. NRS 600.340 is hereby amended to read as follows: 8
600.340 1. A person who has adopted and is using a mark in 9
this State may file in the Office of the Secretary of State, on a form 10
to be furnished by the Secretary of State, an application for 11
registration of that mark setting forth, but not limited to, the 12
following information: 13
(a) Whether the mark to be registered is a trademark, trade name 14
or service mark; 15
(b) A description of the mark by name, words displayed in it or 16
other information; 17
(c) The name and business address of the person applying for 18
the registration and, if it is a corporation, limited-liability company, 19
limited partnership or registered limited-liability partnership, the 20
state of incorporation or organization; 21
(d) The specific goods or services in connection with which the 22
mark is used and the mode or manner in which the mark is used in 23
connection with those goods or services and the class as designated 24
[by the Secretary of State] pursuant to NRS 600.400 which includes 25
those goods or services; 26
(e) The date when the mark was first used anywhere and the 27
date when it was first used in this State by the applicant or his or her 28
predecessor in business which must precede the filing of the 29
application; and 30
(f) A statement that the applicant is the owner of the mark and 31
that no other person has the right to use the mark in this State either 32
in the form set forth in the application or in such near resemblance 33
to it as might deceive or cause mistake. 34
2. The application must: 35
(a) Be signed and verified by the applicant or by a member of 36
the firm or an officer of the corporation or association applying. 37
(b) Be accompanied by a specimen or facsimile of the mark on 38
white paper that is 8 1/2 inches by 11 inches in size and by a filing 39
fee of $100 payable to the Secretary of State. 40
3. If the application fails to comply with this section or NRS 41
600.343, the Secretary of State shall return it for correction. 42
Sec. 78. NRS 600.370 is hereby amended to read as follows: 43
600.370 1. A mark and its registration are assignable with the 44
good will of the business in which the mark is used, or with that part 45
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of the good will of the business connected with the use of and 1
symbolized by the mark. An assignment must: 2
(a) Be [in writing;] made upon a form prescribed by the 3
Secretary of State; 4
(b) Be signed and acknowledged by the registrant or his or her 5
successor or a member of the firm or an officer of the corporation or 6
association under whose name the mark is registered; and 7
(c) Be recorded with the Secretary of State upon the payment of 8
a fee of $100 to the Secretary of State who, upon recording the 9
assignment, shall issue in the name of the assignee a certificate of 10
assignment for the remainder of the period of the registration. 11
2. An assignment of any registration is void as against any 12
subsequent purchaser for valuable consideration without notice, 13
unless: 14
(a) The assignment is recorded with the Secretary of State 15
within 3 months after the date of the assignment; or 16
(b) The assignment is recorded before the subsequent purchase. 17
Sec. 79. NRS 600.400 is hereby amended to read as follows: 18
600.400 1. The [Secretary of State may adopt regulations 19
defining general] classes of goods and services for which a mark 20
may be registered [. Classes defined pursuant to this subsection] 21
shall be the classes listed in the international schedule of classes 22
of goods and services adopted by the United States Patent and 23
Trademark Office, 37 C.F.R. § 6.1. Such classes are deemed to be 24
for administrative convenience and must not be deemed to be 25
exclusive or limit or extend the rights of the applicant or registrant. 26
2. A single application for registration of a mark may include 27
any goods within their class on which the mark is used, or any 28
services within their class rendered in connection with the mark. If a 29
mark is used for more than one class of goods or more than one 30
class of services the applicant must file a separate application for 31
each class. 32
Sec. 80. This act becomes effective on July 1, 2025. 33
H