NRS 86.171 Name of company: Distinguishable name required; availability of name of revoked, merged or otherwise terminated company; limitations; regulations.

NRS 86.176 Name of company: Reservation; injunctive relief.

NRS 86.201 Commencement of organizational existence.

NRS 86.211 Articles of organization: Notice imparted by filing.

NRS 86.216 Amendment of articles of organization before issuance of member’s interest.

NRS 86.221 Amendment and restatement of articles of organization.

NRS 86.226 Filing of certificate of amendment or judicial decree of amendment; effective date.

RESIDENT AGENT AND REGISTERED OFFICE

NRS 86.231 Resident agent required; address of registered office; change of address.

NRS 86.235 Resident agent: Revocation of appointment; change of name.

NRS 86.241 Maintenance of records at office in State; inspection and copying of records.

NRS 86.251 Resident agent: Resignation; designation of successor after death, resignation or movement from State.

NRS 86.261 Service of process, notice or demand upon resident agent.

ANNUAL LIST; DEFAULTING COMPANIES

NRS 86.263 Filing requirements; fees; notice.

NRS 86.264 Additional filing requirements for certain companies: Criteria; statement; fees.

NRS 86.266 Certificate of authorization to transact business.

NRS 86.269 Addresses of managers and members required; failure to file.

NRS 86.272 Defaulting companies: Identification; reinstatement; penalty.

NRS 86.274 Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets.

NRS 86.276 Defaulting companies: Conditions and procedure for reinstatement.

NRS 86.278 Defaulting companies: Reinstatement under old or new name; regulations.

OPERATION

NRS 86.281 General powers.

NRS 86.286 Operating agreement.

NRS 86.291 Management.

NRS 86.293 Noneconomic members.

NRS 86.296 Classes of members or managers; series of members.

NRS 86.301 Limitation on authority to contract debt or incur liability.

NRS 86.311 Acquisition, ownership and disposition of property.

NRS 86.321 Contributions to capital: Form.

NRS 86.331 Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws.

NRS 86.335 Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal.

NRS 86.341 Distribution of profits.

NRS 86.343 Distribution of profits and contributions: Prohibition; applicable determinations; liability of member for violation.

NRS 86.346 Distributions: Form; status of member or transferee.

NRS 86.351 Nature and transfer of member’s interest; rights of transferee; substituted members.

LIABILITY, INDEMNIFICATION AND INSURANCE

NRS 86.361 Liability of persons assuming to act as company without authority.

NRS 86.371 Liability of member or manager for debts or liabilities of company.

NRS 86.381 Member of company is not proper party in proceeding by or against company; exception.

NRS 86.391 Liability of member to company.

NRS 86.401 Rights and remedies of creditor of member.

NRS 86.411 Indemnification of manager, member, employee or agent: Proceeding other than by company.

NRS 86.421 Indemnification of manager, member, employee or agent: Proceeding by company.

NRS 86.431 Indemnification of manager, member, employee or agent: Scope; authorization.

NRS 86.441 Indemnification of member or manager: Advancement of expenses.

NRS 86.451 Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status.

NRS 86.461 Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent.

NRS 86.471 Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent.

NRS 86.481 Exclusion of company which provides self-insurance from title 57 of NRS.

DERIVATIVE ACTIONS

NRS 86.483 Authority of member to bring action.

NRS 86.485 Qualifications of plaintiff.

NRS 86.487 Pleading.

NRS 86.489 Expenses.

DISSOLUTION

NRS 86.491 Events requiring dissolution and winding up of affairs; effect of certain events affecting member.

NRS 86.495 Dissolution by decree of court; termination of series by decree of court.

NRS 86.505 Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company.

NRS 86.521 Distribution of assets after dissolution.

NRS 86.531 Articles of dissolution: Required provisions.

NRS 86.541 Articles of dissolution: Filing; effect of filing.

FOREIGN LIMITED-LIABILITY COMPANIES

NRS 86.543 Law governing organization, internal affairs and liability of managers and members.

NRS 86.544 Filing requirements; required provisions of application for registration.

NRS 86.545 Issuance of certificate of registration by Secretary of State.

NRS 86.546 Name for registration.

NRS 86.5461 Annual list: Filing requirements; fees; powers and duties of Secretary of State.

NRS 86.5462 Additional filing requirements for certain companies: Criteria; statement; fees.

NRS 86.5463 Certificate of authorization to transact business.

NRS 86.5464 Addresses of managers or managing members required; failure to file.

NRS 86.5465 Defaulting companies: Identification; forfeiture of right to transact business; penalty.

NRS 86.5466 Defaulting companies: Duties of Secretary of State.

NRS 86.5467 Defaulting companies: Conditions and procedure for reinstatement.

NRS 86.5468 Defaulting companies: Reinstatement under old or new name; regulations.

NRS 86.547 Cancellation of registration.

NRS 86.548 Transaction of business without registration.

NRS 86.5483 Activities not constituting transaction of business.

NRS 86.5487 Determination of whether solicitation is made or accepted.

NRS 86.549 Action by Attorney General to restrain transaction of business.

MISCELLANEOUS PROVISIONS

NRS 86.555 Issuance of occupational or professional license to limited-liability company by board or commission; regulations.

NRS 86.557 Form required for filing of records.

NRS 86.561 Fees.

NRS 86.563 Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 86.566 Filing of records written in language other than English.

NRS 86.568 Correction of inaccurate or defective record filed with Secretary of State.

NRS 86.571 Waiver of notice.

NRS 86.580 Renewal or revival of charter: Procedure; fee; certificate as evidence.

NRS 86.590 Renewal or revival of charter: Status of company.

_________

GENERAL PROVISIONS

NRS 86.011 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.022 to 86.128, inclusive, have the meanings ascribed to them in those sections.

(Added to NRS by 1991, 1292; A 1993, 1012; 1995, 2107; 1999, 1611; 2001, 1388, 3199; 2003, 3136; 2005, 2190)

NRS 86.022 “Articles” and “articles of organization” defined. “Articles” and “articles of organization” are synonymous terms and, unless the context otherwise requires, include certificates and restated articles of organization filed pursuant to NRS 86.221 and articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270.

(Added to NRS by 2001, 1384; A 2001, 3199)

NRS 86.031 “Bankrupt” defined. “Bankrupt” is limited to the effect of the federal statutes codified as Title 11 of the United States Code.

(Added to NRS by 1991, 1292)

NRS 86.051 “Foreign limited-liability company” defined. “Foreign limited-liability company” means a limited-liability company formed under the laws of any jurisdiction other than this State.

(Added to NRS by 1991, 1292)

NRS 86.061 “Limited-liability company” and “company” defined. “Limited-liability company” or “company” means a limited-liability company organized and existing under this chapter.

(Added to NRS by 1991, 1292)

NRS 86.065 “Majority in interest” defined. “Majority in interest” means a majority of the interests in the current profits of a limited-liability company.

(Added to NRS by 1995, 2106; A 1997, 715)

NRS 86.071 “Manager” defined. “Manager” means a person, or one of several persons, designated in or selected pursuant to the articles of organization or operating agreement of a limited-liability company to manage the company.

(Added to NRS by 1991, 1293; A 1997, 715)

NRS 86.081 “Member” defined. “Member” means the owner of a member’s interest in a limited-liability company or a noneconomic member.

(Added to NRS by 1991, 1293; A 1997, 715; 2001, 1388, 3199)

NRS 86.091 “Member’s interest” defined. “Member’s interest” means his share of the economic interests in a limited-liability company, including profits, losses and distributions of assets.

(Added to NRS by 1991, 1293; A 1997, 715)

NRS 86.095 “Noneconomic member” defined. “Noneconomic member” means a member of a limited-liability company who:

1. Does not own a member’s interest in the company;

2. Does not have an obligation to contribute capital to the company;

3. Does not have a right to participate in or receive distributions of profits of the company or an obligation to contribute to the losses of the company; and

4. May have voting rights and other rights and privileges given to noneconomic members of the company by the articles of organization or operating agreement.

(Added to NRS by 2001, 1384; A 2001, 3199)

NRS 86.101 “Operating agreement” defined. “Operating agreement” means any valid written agreement of the members as to the affairs of a limited-liability company and the conduct of its business.

(Added to NRS by 1991, 1293)

NRS 86.111 “Real property” defined. “Real property” includes land, any interest, leasehold or estate in land, and any improvements on it.

(Added to NRS by 1991, 1293)

NRS 86.116 “Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(Added to NRS by 2003, 3134)

NRS 86.121 “Registered office” defined. “Registered office” of a limited-liability company means the office maintained at the street address of its resident agent.

(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126)

NRS 86.125 “Resident agent” defined. “Resident agent” means the agent appointed by the company upon whom process or a notice or demand authorized by law to be served upon the company may be served.

(Added to NRS by 1995, 2106)

NRS 86.1255 “Series” and “series of members” defined. “Series” and “series of members” are synonymous terms and, unless the context otherwise requires, mean a series of members’ interests having separate rights, powers or duties with respect to property, obligations or profits and losses associated with property or obligations, which are specified in the articles of organization or operating agreement or specified by one or more members or managers or other persons as provided in the articles of organization or operating agreement.

(Added to NRS by 2005, 2189)

NRS 86.126 “Sign” defined. “Sign” means to affix a signature to a record.

(Added to NRS by 1999, 1610; A 2003, 3136)

NRS 86.127 “Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

(Added to NRS by 1999, 1610; A 2001, 101, 2724; 2003, 3136)

NRS 86.128 “Street address” defined. “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process.

(Added to NRS by 1999, 1610)

NRS 86.131 Applicability of chapter to foreign and interstate commerce. The provisions of this chapter apply to commerce with foreign nations and among the several states. It is the intention of the Legislature by enactment of this chapter that the legal existence of limited-liability companies formed under this chapter be recognized beyond the limits of this State and that, subject to any reasonable requirement of registration, any such company transacting business outside this State be granted protection of full faith and credit under Section 1 of Article IV of the Constitution of the United States.

(Added to NRS by 1991, 1304)

NRS 86.135 Amendment or repeal of provisions of chapter; chapter deemed part of articles of company. The provisions of this chapter may be amended or repealed at the pleasure of the legislature. A limited-liability company created pursuant to the provisions of this chapter or availing itself of any of the provisions of this chapter and all members and managers of the limited-liability company are bound by the amendment. An amendment or repeal does not take away or impair any remedy against a limited-liability company or its managers or members for a liability that has been previously incurred. The provisions of this chapter and all amendments thereof are a part of the articles of every limited-liability company.

(Added to NRS by 2001, 1385; A 2001, 3199)

ORGANIZATION

NRS 86.141 Purpose for organization.

1. Except as otherwise provided in subsection 2, a limited-liability company may be organized under this chapter for any lawful purpose.

2. A limited-liability company may not be organized for the purpose of insurance unless approved to do so by the Commissioner of Insurance.

(Added to NRS by 1991, 1293; A 1995, 496; 2005, 2257)

NRS 86.151 Filing requirements.

1. One or more persons may form a limited-liability company by:

(a) Signing and filing with the Secretary of State articles of organization for the company; and

(b) Filing with the Secretary of State a certificate of acceptance of appointment, signed by the resident agent of the company.

2. Upon the filing of the articles of organization and the certificate of acceptance with the Secretary of State, and the payment to him of the required filing fees, the Secretary of State shall issue to the company a certificate that the articles, containing the required statement of facts, have been filed.

3. A signer of the articles of organization or a manager designated in the articles does not thereby become a member of the company. At all times after commencement of business by the company, the company must have one or more members. The filing of the articles does not, by itself, constitute commencement of business by the company.

(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 715; 1999, 1611; 2003, 3136)

NRS 86.155 Perpetual existence of company. Unless otherwise provided in its articles of organization or operating agreement, a limited-liability company has perpetual existence.

(Added to NRS by 1997, 714)

NRS 86.161 Articles of organization: Required and optional provisions.

1. The articles of organization must set forth:

(a) The name of the limited-liability company;

(b) The name and complete street address of its resident agent, and the mailing address of the resident agent if different from the street address;

(d) If the company is to be managed by:

(1) One or more managers, the name and address, either residence or business, of each initial manager; or

(2) The members, the name and address, either residence or business, of each initial member; and

(e) If the company is to have one or more series of members and the debts or liabilities of any series are to be enforceable against the assets of that series only and not against the assets of another series or the company generally, a statement to that effect and a statement:

(1) Setting forth the relative rights, powers and duties of the series; or

(2) Indicating that the relative rights, powers and duties of the series will be set forth in the operating agreement or established as provided in the operating agreement.

2. The articles may set forth any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.

3. It is not necessary to set out in the articles of organization:

(a) The rights of the members to contract debts on behalf of the limited-liability company if the limited-liability company is managed by its members;

(b) The rights of the manager or managers to contract debts on behalf of the limited-liability company if the limited-liability company is managed by a manager or managers; or

(Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 716; 1999, 1612; 2003, 3136; 2003, 20th Special Session, 63; 2005, 2190)

NRS 86.171 Name of company: Distinguishable name required; availability of name of revoked, merged or otherwise terminated company; limitations; regulations.

1. The name of a limited-liability company formed under the provisions of this chapter must contain the words “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” or “Limited” or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”

2. The name proposed for a limited-liability company must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of organization to the organizer, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of organization.

3. For the purposes of this section and NRS 86.176, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

4. The name of a limited-liability company whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

5. The Secretary of State shall not accept for filing any articles of organization for any limited-liability company if the name of the limited-liability company contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the limited-liability company:

(a) Is registered pursuant to the provisions of chapter 628 of NRS; or

(b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the limited-liability company is not engaged in the practice of accounting and is not offering to practice accounting in this State.

6. The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the word “bank” or “trust” unless:

(a) It appears from the articles of organization or the certificate of amendment that the limited-liability company proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and

(b) The articles of organization or certificate of amendment is first approved by the Commissioner of Financial Institutions.

7. The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the provisions of this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the limited-liability company is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions unless the articles or certificate of amendment is approved by the Commissioner who will supervise the business of the limited-liability company.

8. Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

(a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the limited-liability company are licensed to practice engineering pursuant to the laws of this State; or

(b) The State Board of Professional Engineers and Land Surveyors certifies that the limited-liability company is exempt from the prohibitions of NRS 625.520.

9. The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of organization or certificate of amendment of articles of organization that the purpose of the limited-liability company is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the limited-liability company has:

(a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and

(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.

10. The Secretary of State may adopt regulations that interpret the requirements of this section.

(Added to NRS by 1991, 1294; A 1993, 1013; 1995, 2108; 1997, 2812; 1999, 1612, 1709; 2001, 101; 2003, 3137; 2003, 20th Special Session, 64; 2005, 2190, 2258, 2627)

NRS 86.176 Name of company: Reservation; injunctive relief.

1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 86.171, for the use of any proposed limited-liability company. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

2. The use by any other artificial person of a name in violation of subsection 1 or NRS 86.171 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.

(Added to NRS by 1993, 1009; A 1999, 1613; 2003, 3138)

NRS 86.201 Commencement of organizational existence.

1. A limited-liability company is considered legally organized pursuant to this chapter upon:

(a) Filing the articles of organization with the Secretary of State or upon a later date specified in the articles of organization;

(b) Filing the certificate of acceptance of the resident agent with the Secretary of State; and

2. A limited-liability company must not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the company is considered legally organized pursuant to subsection 1.

(Added to NRS by 1991, 1294; A 1993, 1014; 1995, 1127, 2108; 2001, 1388, 3199)

NRS 86.211 Articles of organization: Notice imparted by filing. The fact that the articles of organization are on file in the Office of the Secretary of State is notice that the limited-liability company is a limited-liability company and is notice of all other facts sets forth therein which are required to be set forth in the articles of organization, unless the existence and facts set forth have been rebutted and made a part of a record of any court of competent jurisdiction.

(Added to NRS by 1991, 1294)

NRS 86.216 Amendment of articles of organization before issuance of member’s interest.

1. For any limited-liability company where management is vested in one or more managers and where no member’s interest in the limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may amend the articles of organization of the limited-liability company by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that:

(a) The signers thereof are at least two-thirds of the organizers or the managers of the limited-liability company, and state the name of the limited-liability company; and

(b) As of the date of the certificate, no member’s interest in the limited-liability company has been issued.

2. A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

3. If a certificate filed pursuant to this section specifies an effective date and if no member’s interest in the limited-liability company has been issued, the managers of the limited-liability company may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:

(a) Identifies the certificate being terminated;

(b) States that no member’s interest in the limited-liability company has been issued;

(d) Is signed by at least two-thirds of the managers; and

(e) Is accompanied by a filing fee of $175.

4. This section does not permit the insertion of any matter not in conformity with this chapter.

(Added to NRS by 2005, 2189)

NRS 86.221 Amendment and restatement of articles of organization.

1. The articles of organization of a limited-liability company may be amended for any purpose, not inconsistent with law, as determined by all of the members or permitted by the articles or an operating agreement.

2. An amendment must be made in the form of a certificate setting forth:

(a) The name of the limited-liability company;

(b) Whether the limited-liability company is managed by managers or members; and

3. The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.

4. Restated articles of organization may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the articles in any manner, it must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of organization on file with the Secretary of State are being altered or amended.

5. The following may be omitted from the restated articles of organization:

(a) The names, addresses, signatures and acknowledgments of the organizers;

(b) The names and addresses of the past and present members or managers; and

(Added to NRS by 1991, 1304; A 1993, 1014; 1995, 1127, 2108; 1997, 716; 1999, 1613; 2001, 1388, 3199; 2003, 3138; 2003, 20th Special Session, 65; 2005, 2192, 2259)

NRS 86.226 Filing of certificate of amendment or judicial decree of amendment; effective date.

1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State. A person who signs a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law, upon his receipt of all required filing fees he shall file the certificate.

2. A certificate of amendment or judicial decree of amendment is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate or judicial decree, which must not be more than 90 days after the certificate or judicial decree is filed.

3. If a certificate specifies an effective date and if the resolution of the members approving the proposed amendment provides that one or more managers or, if management is not vested in a manager, one or more members may abandon the proposed amendment, then those managers or members may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:

(a) Is filed before the effective date specified in the certificate or judicial decree filed pursuant to subsection 1;

(b) Identifies the certificate being terminated;

(c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;

(d) States that the effectiveness of the certificate has been terminated;

(e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and

(f) Is accompanied by a filing fee of $175.

(Added to NRS by 1993, 1009; A 1995, 2109; 1997, 717; 1999, 1613; 2001, 1388, 3180, 3199; 2003, 3138; 2003, 20th Special Session, 65; 2005, 2193)

RESIDENT AGENT AND REGISTERED OFFICE

NRS 86.231 Resident agent required; address of registered office; change of address.

1. Except during any period of vacancy described in NRS 86.251, a limited-liability company shall have a resident agent who must have a street address for the service of process. The street address of the resident agent is the registered office of the limited-liability company in this State.

2. Within 30 days after changing the location of his office from one address to another in this State, a resident agent shall file a certificate with the Secretary of State setting forth the names of the limited-liability companies represented by him, the address at which he has maintained the office for each of the limited-liability companies, and the new address to which the office is transferred.

(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 1127, 2109)

NRS 86.235 Resident agent: Revocation of appointment; change of name.

1. If a limited-liability company formed pursuant to this chapter desires to change its resident agent, the change may be effected by filing with the Secretary of State a certificate of change of resident agent signed by a manager of the company or, if management is not vested in a manager, by a member, that sets forth:

(a) The name of the limited-liability company;

(b) The name and street address of its present resident agent; and

2. The new resident agent’s certificate of acceptance must be a part of or attached to the certificate of change of resident agent.

3. If the name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the resident agent shall:

(a) File with the Secretary of State a certificate of name change of resident agent that includes:

(1) The current name of the resident agent as filed with the Secretary of State;

(2) The new name of the resident agent; and

(3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the resident agent represents; and

(b) Pay to the Secretary of State a filing fee of $100.

4. A change authorized by this section becomes effective upon the filing of the proper certificate of change.

(Added to NRS by 1995, 1125; A 1997, 717; 1999, 1614; 2003, 20th Special Session, 66)

NRS 86.241 Maintenance of records at office in State; inspection and copying of records.

1. Each limited-liability company shall continuously maintain in this State an office, which may but need not be a place of its business in this State, at which it shall keep, unless otherwise provided by an operating agreement:

(a) A current list of the full name and last known business address of each member and manager, separately identifying the members in alphabetical order and the managers, if any, in alphabetical order;

(b) A copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and

2. Records kept pursuant to this section are subject to inspection and copying at the reasonable request, and at the expense, of any member during ordinary business hours, unless otherwise provided in an operating agreement.

(Added to NRS by 1991, 1295; A 1993, 1015; 1995, 2110; 2003, 3139)

NRS 86.251 Resident agent: Resignation; designation of successor after death, resignation or movement from State.

1. A resident agent who desires to resign shall:

(a) File with the Secretary of State a signed statement in the manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act as the resident agent of the limited-liability company for the service of process; and

(b) Pay to the Secretary of State the filing fee set forth in subsection 1 of NRS 78.097.

Ê A resignation is not effective until the signed statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement of the affected limited-liability company appointing a successor resident agent for that limited-liability company, giving the agent’s full name, street address for the service of process, and mailing address if different from the street address. A certificate of acceptance signed by the new resident agent must accompany the statement appointing a successor resident agent.

3. Upon the filing of the statement of resignation with the Secretary of State, the capacity of the resigning person as resident agent terminates. If the statement of resignation contains no statement by the limited-liability company appointing a successor resident agent, the resigning agent shall immediately give written notice, by mail, to the limited-liability company of the filing of the statement and its effect. The notice must be addressed to any manager or, if none, to any member of the limited-liability company other than the resident agent.

4. If a resident agent dies, resigns or moves from the State, the limited-liability company, within 30 days thereafter, shall file with the Secretary of State a certificate of acceptance signed by the new resident agent. The certificate must set forth the name, complete street address and mailing address, if different from the street address, of the new resident agent.

5. Each limited-liability company which fails to file a certificate of acceptance signed by the new resident agent within 30 days after the death, resignation or removal of its resident agent as provided in subsection 4 shall be deemed in default and is subject to the provisions of NRS 86.272 and 86.274.

(Added to NRS by 1991, 1296; A 1993, 1016; 1995, 1128; 1999, 1614; 2003, 3139; 2003, 20th Special Session, 66)

NRS 86.261 Service of process, notice or demand upon resident agent.

1. The resident agent appointed by a limited-liability company is an agent of the company upon whom any process, notice or demand required or permitted by law to be served upon the company may be served.

2. This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited-liability company in any other manner permitted by law.

(Added to NRS by 1991, 1296; A 1995, 1128; 1997, 474)

ANNUAL LIST; DEFAULTING COMPANIES

NRS 86.263 Filing requirements; fees; notice.

1. A limited-liability company shall, on or before the last day of the first month after the filing of its articles of organization with the Secretary of State, file with the Secretary of State, on a form furnished by him, a list that contains:

(a) The name of the limited-liability company;

(b) The file number of the limited-liability company, if known;

(d) The address, either residence or business, of each manager or managing member listed, following the name of the manager or managing member;

(e) The name and street address of its lawfully designated resident agent in this State; and

(f) The signature of a manager or managing member of the limited-liability company certifying that the list is true, complete and accurate.

2. The limited-liability company shall annually thereafter, on or before the last day of the month in which the anniversary date of its organization occurs, file with the Secretary of State, on a form furnished by him, an amended list containing all of the information required in subsection 1.

3. Each list required by subsections 1 and 2 must be accompanied by a declaration under penalty of perjury that the limited-liability company:

(a) Has complied with the provisions of NRS 360.780; and

(b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

4. Upon filing:

(a) The initial list required by subsection 1, the limited-liability company shall pay to the Secretary of State a fee of $125.

(b) Each annual list required by subsection 2, the limited-liability company shall pay to the Secretary of State a fee of $125.

5. If a manager or managing member of a limited-liability company resigns and the resignation is not reflected on the annual or amended list of managers and managing members, the limited-liability company or the resigning manager or managing member shall pay to the Secretary of State a fee of $75 to file the resignation.

6. The Secretary of State shall, 90 days before the last day for filing each list required by subsection 2, cause to be mailed to each limited-liability company which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due under subsection 4 and a reminder to file a list required by subsection 2. Failure of any company to receive a notice or form does not excuse it from the penalty imposed by law.

7. If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective or the fee required by subsection 4 is not paid, the Secretary of State may return the list for correction or payment.

8. An annual list for a limited-liability company not in default received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year.

(Added to NRS by 1993, 1010; A 1995, 1129, 2110; 1997, 2813; 2001, 3181; 2003, 20th Special Session, 67, 184; 2005, 2259)

NRS 86.264 Additional filing requirements for certain companies: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 86.263, a limited-liability company that meets the criteria set forth in subsection 2 must submit:

(a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and

(b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.

2. A limited-liability company must submit a statement pursuant to this section if the limited-liability company, including its parent and all subsidiaries:

(a) Holds 25 percent or more of the share of the market within this State for any product sold or distributed by the limited-liability company within this State; and

(b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the limited-liability company, its parent or its subsidiaries in any jurisdiction within the United States, including all state and federal investigations:

(1) Which concern any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similar activities prohibited by a substantially similar law of another jurisdiction; and

(2) Which resulted in the limited-liability company being fined or otherwise penalized or which resulted in the limited-liability company being required to divest any holdings or being unable to acquire any holdings as a condition for the settlement, dismissal or resolution of those investigations.

3. A limited-liability company that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation:

(a) The jurisdiction in which the investigation was commenced.

(b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation.

(c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation.

(d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the limited-liability company and whether the limited-liability company was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.

4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General’s Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060.

(Added to NRS by 2003, 20th Special Session, 58)

NRS 86.266 Certificate of authorization to transact business. If a limited-liability company has filed the initial or annual list in compliance with NRS 86.263 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the limited-liability company constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its formation occurs in the next succeeding calendar year.

(Added to NRS by 1993, 1010; A 1995, 1129; 1999, 1615; 2001, 3182; 2003, 20th Special Session, 68)

NRS 86.269 Addresses of managers and members required; failure to file.

1. Each list required to be filed under the provisions of NRS 86.263 must, after the name of each manager and member listed thereon, set forth the address, either residence or business, of each manager or member.

2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the limited-liability company for which the list has been offered for filing is subject to the provisions of NRS 86.272 and 86.274 relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.

(Added to NRS by 1993, 1010; A 2003, 3140; 2003, 20th Special Session, 68)

NRS 86.272 Defaulting companies: Identification; reinstatement; penalty.

1. Each limited-liability company which is required to make a filing and pay the fee prescribed in NRS 86.263 and 86.264 and which refuses or neglects to do so within the time provided is in default.

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited-liability company which is a unit-owners’ association as defined in NRS 116.011 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the limited-liability company to be in default. If, after the limited-liability company is deemed to be in default, the Administrator notifies the Secretary of State that the limited-liability company has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the limited-liability company if the limited-liability company complies with the requirements for reinstatement as provided in this section and NRS 86.276.

3. For default there must be added to the amount of the fee a penalty of $75. The fee and penalty must be collected as provided in this chapter.

(Added to NRS by 1993, 1010; A 1995, 1129; 2001, 3182; 2003, 20th Special Session, 69; 2005, 2629)

NRS 86.274 Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each limited-liability company deemed in default pursuant to the provisions of this chapter. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may be provided electronically.

2. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the company is revoked and its right to transact business is forfeited.

3. The Secretary of State shall compile a complete list containing the names of all limited-liability companies whose right to transact business has been forfeited.

4. The Secretary of State shall forthwith notify, by providing written notice to its resident agent, each limited-liability company specified in subsection 3 of the forfeiture of its charter. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may be provided electronically.

5. If the charter of a limited-liability company is revoked and the right to transact business is forfeited, all of the property and assets of the defaulting company must be held in trust by the managers or, if none, by the members of the company, and the same proceedings may be had with respect to its property and assets as apply to the dissolution of a limited-liability company pursuant to NRS 86.505 and 86.521. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the charter, the proceedings must be dismissed and all property restored to the company.

6. If the assets are distributed, they must be applied in the following manner:

(a) To the payment of the filing fee, penalties incurred and costs due to the State; and

(b) To the payment of the creditors of the company.

Ê Any balance remaining must be distributed among the members as provided in subsection 1 of NRS 86.521.

(Added to NRS by 1993, 1011; A 1995, 1130; 2001, 1389, 3199; 2003, 48; 2003, 20th Special Session, 69)

NRS 86.276 Defaulting companies: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any limited-liability company which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the company its right to carry on business in this State, and to exercise its privileges and immunities, if it:

(a) Files with the Secretary of State:

(1) The list required by NRS 86.263;

(2) The statement required by NRS 86.264, if applicable; and

(3) A certificate of acceptance of appointment signed by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 86.263 and 86.272 for each year or portion thereof during which it failed to file in a timely manner each required annual list;

(2) The fee set forth in NRS 86.264, if applicable; and

(3) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the limited-liability company, he shall issue to the company a certificate of reinstatement if the limited-liability company:

(a) Requests a certificate of reinstatement; and

(b) Pays the required fees pursuant to NRS 86.561.

3. The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the charter occurred only by reason of failure to pay the fees and penalties.

4. If a company’s charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.

(Added to NRS by 1993, 1011; A 1995, 1130; 1997, 2814; 2001, 1390, 3182, 3199; 2003, 20th Special Session, 70)

NRS 86.278 Defaulting companies: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a limited-liability company applies to reinstate its charter but its name has been legally acquired or reserved by any other artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the company shall submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the limited-liability company under that new name.

2. If the applying limited-liability company submits the written, acknowledged consent of the artificial person having the name, or the person reserving the name, which is not distinguishable from the old name of the applying company or a new name it has submitted, it may be reinstated under that name.

3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name or any combination of these.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.

(Added to NRS by 1993, 1012; A 1997, 2814; 1999, 1615; 2003, 20th Special Session, 70)

OPERATION

NRS 86.281 General powers. A limited-liability company organized and existing pursuant to this chapter may exercise the powers and privileges granted by this chapter and may:

1. Sue and be sued, complain and defend, in its name;

2. Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated;

3. Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;

4. Lend money to and otherwise assist its members;

5. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares, member’s interests or other interests in or obligations of domestic or foreign limited-liability companies, domestic or foreign corporations, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;

6. Make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the company may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income;

7. Lend, invest and reinvest its money and take and hold real property and personal property for the payment of money so loaned or invested;

8. Conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country;

9. Appoint managers and agents, define their duties and fix their compensation;

10. Cease its activities and surrender its articles of organization;

11. Exercise all powers necessary or convenient to effect any of the purposes for which the company is organized; and

12. Hold a license issued pursuant to the provisions of chapter 463 of NRS.

(Added to NRS by 1991, 1297; A 1993, 2011; 1997, 718; 2001, 1390, 3199)

NRS 86.286 Operating agreement.

1. A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous written consent of the members, or by the sole member, and the operating agreement must be in writing. Unless otherwise provided in the operating agreement, amendments to the agreement may be adopted only by the unanimous vote or unanimous written consent of the persons who are members at the time of amendment.

2. An operating agreement may be adopted before, after or at the time of the filing of the articles of organization and, whether entered into before, after or at the time of the filing, may become effective at the formation of the limited-liability company or at a later date specified in the operating agreement. If an operating agreement is adopted before the filing of the articles of organization or before the effective date of formation specified in the articles of organization, the operating agreement is not effective until the effective date of formation of the limited-liability company.

3. An operating agreement may provide that a certificate of limited-liability company interest issued by the limited-liability company may evidence a member’s interest in a limited-liability company.

(Added to NRS by 1995, 2106; A 1997, 718; 2001, 1391, 3199)

NRS 86.291 Management.

1. Except as otherwise provided in this section or the articles of organization, management of a limited-liability company is vested in its members in proportion to their contribution to its capital, as adjusted from time to time to reflect properly any additional contributions or withdrawals by the members.

2. Unless otherwise provided in the articles of organization or operating agreement, the management of a series is vested in the members associated with the series in proportion to their contribution to the capital of the series, as adjusted from time to time to reflect properly any additional contributions or withdrawals from the assets or income of the series by the members associated with the series.

3. If provision is made in the articles of organization, management of the company may be vested in a manager or managers, who may but need not be members, in the manner prescribed by the operating agreement of the company. The manager or managers also hold the offices and have the responsibilities accorded to them by the members and set out in the operating agreement.

(Added to NRS by 1991, 1300; A 1993, 1017; 1995, 1131; 1997, 719; 2001, 1391, 3199; 2005, 2192)

NRS 86.293 Noneconomic members. The articles of organization or operating agreement of a limited-liability company may provide for one or more noneconomic members or classes of noneconomic members.

(Added to NRS by 2001, 1387; A 2001, 3199)

NRS 86.296 Classes of members or managers; series of members.

1. The articles of organization or operating agreement of a limited-liability company may create classes of members or managers, define their relative rights, powers and duties, and may authorize the creation, in the manner provided in the operating agreement, of additional classes of members or managers with the relative rights, powers and duties as may from time to time be established, including, without limitation, rights, powers and duties senior to existing classes of members or managers. The articles of organization or operating agreement may provide that any member, or class or group of members, has voting rights that differ from other classes or groups.

2. The articles of organization or operating agreement of a limited-liability company may create one or more series of members, or vest authority in one or more members or managers of the company or in other persons to create one or more series of members, including, without limitation, rights, powers and duties senior to existing series of members. The articles of organization or operating agreement may provide that any member associated with a series has voting rights that differ from other members or series, or no voting rights at all. A series may have separate powers, rights or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations, and any series may have a separate business purpose or investment objective.

3. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series, if:

(a) Separate and distinct records are maintained for the series and the assets associated with the series are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series; and

(b) The articles of organization comply, or an amendment to the articles complies, with the provisions of paragraph (e) of subsection 1 of NRS 86.161.

Ê Unless otherwise provided in the articles of organization or operating agreement, no debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the company generally or any other series are enforceable against the assets of the series.

4. The articles of organization or operating agreement may provide that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series.

5. Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager with respect to the company or with respect to any other series. Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be associated with a series does not, in itself, cause the member to cease to be associated with any other series, terminate the continued membership of a member in the company or cause the termination of the series, regardless of whether the member was the last remaining member associated with the series.

(Added to NRS by 2001, 1385; A 2001, 3199; 2005, 2193)

NRS 86.301 Limitation on authority to contract debt or incur liability. Except as otherwise provided in this chapter, its articles of organization or its operating agreement, no debt may be contracted or liability incurred by or on behalf of a limited-liability company, except by:

1. One or more managers of a company which is managed by a manager or managers;

2. Any member of a company which is managed by its members;

3. Any agent, officer, employee or other representative of the company authorized in the operating agreement or in another writing by a manager or managers, if the company is managed by a manager or managers; or

4. Any agent, officer, employee or other representative of the company authorized in the operating agreement or in another writing by a member, if the company is managed by its members.

(Added to NRS by 1991, 1300; A 1997, 719; 1999, 1615; 2001, 1391, 3199; 2003, 3140)

NRS 86.311 Acquisition, ownership and disposition of property. Real and personal property owned or purchased by a company must be held and owned, and conveyance made, in the name of the company. Except as otherwise provided in the company’s articles of organization or operating agreement, instruments and records providing for the acquisition, mortgage or disposition of property of the company are valid and binding upon the company if signed by:

1. One or more managers of a company which is managed by a manager or managers;

2. Any member of a company which is managed by its members;

4. Any agent, officer, employee or other representative of the company authorized in the operating agreement or in another writing by a member, if the company is managed by its members.

(Added to NRS by 1991, 1300; A 1997, 719; 2003, 3140)

NRS 86.321 Contributions to capital: Form. The contributions to capital of a member to a limited-liability company may be in cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

(Added to NRS by 1991, 1300; A 1997, 719)

NRS 86.331 Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws.

1. Except as otherwise provided in chapter 463 of NRS, other applicable law, the articles of organization or the operating agreement, a member may not resign or withdraw as a member from a limited-liability company before the dissolution and winding up of the company.

2. If a member has a right to resign or withdraw, the amount that a resigning or withdrawing member is entitled to receive from the company for his interest must be determined pursuant to the provisions of this chapter, chapter 463 of NRS, the articles of organization or the operating agreement. If not otherwise provided therein, a resigning or withdrawing member is entitled to receive, within a reasonable time after resignation or withdrawal, the fair market value of his interest on the date of resignation or withdrawal.

(Added to NRS by 1991, 1301; A 1993, 2012; 1995, 2111; 1997, 719)

NRS 86.335 Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal. Except as otherwise provided in this chapter, chapter 463 of NRS, the articles of organization or the operating agreement:

1. If the resignation or withdrawal of a member violates the operating agreement:

(a) The amount payable to the member who has resigned or withdrawn is the fair market value of his interest reduced by the amount of all damages sustained by the company or its other members as a result of the violation; and

(b) The company may defer the payment for so long as necessary to prevent unreasonable hardship to the company.

2. Except as otherwise provided in chapter 463 of NRS, the articles of organization or the operating agreement, a member who resigns or withdraws ceases to be a member, has no voting rights and has no right to participate in the management of the company, even if under this section a payment due him from the company is deferred.

(Added to NRS by 1997, 714)

NRS 86.341 Distribution of profits. A limited-liability company may, from time to time, divide the profits of its business and distribute them to its members, and any transferee as his interest may appear, upon the basis stipulated in the operating agreement. If the operating agreement does not otherwise provide, profits and losses must be allocated proportionately to the value, as shown in the records of the company, of the contributions made by each member and not returned.

(Added to NRS by 1991, 1301; A 1997, 720)

NRS 86.343 Distribution of profits and contributions: Prohibition; applicable determinations; liability of member for violation.

1. Except as otherwise provided in subsection 2, a distribution of the profits and contributions of a limited-liability company must not be made if, after giving it effect:

(a) The company would not be able to pay its debts as they become due in the usual course of business; or

(b) Except as otherwise specifically permitted by the articles of organization, the total assets of the company would be less than the sum of its total liabilities.

2. A distribution of the profits and contributions of a series of the company must not be made if, after giving it effect:

(a) The company would not be able to pay the debts of the series from assets of the series as debts of the series become due in the usual course of business; or

(b) Except as otherwise specifically permitted by the articles of organization, the total assets of the series would be less than the sum of the total liabilities of the series.

3. The manager or, if management of the company is not vested in a manager or managers, the members may base a determination that a distribution is not prohibited pursuant to this section on:

(a) Financial statements prepared on the basis of accounting practices that are reasonable in the circumstances;

(b) A fair valuation, including unrealized appreciation and depreciation; or

4. The effect of a distribution pursuant to this section must be measured:

(a) In the case of a distribution by purchase, redemption or other acquisition by the company of member’s interests, as of the earlier of:

(1) The date on which money or other property is transferred or debt incurred by the company; or

(2) The date on which the member ceases to be a member with respect to his acquired interest.

(b) In the case of any other distribution of indebtedness, as of the date on which the indebtedness is distributed.

(1) The date on which the distribution is authorized if the payment occurs within 120 days after the date of authorization; or

(2) The date on which the payment is made if it occurs more than 120 days after the date of authorization.

5. Indebtedness of the company, or a series of the company, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations pursuant to this section if its terms provide that payment of principal and interest are to be made only if and to the extent that payment of a distribution to the members could then be made pursuant to this section. If the indebtedness is issued as a distribution, each payment of principal or interest must be treated as a distribution, the effect of which must be measured as of the date of payment.

6. Except as otherwise provided in subsection 7, a member who receives a distribution in violation of this section is liable to the limited-liability company for the amount of the distribution. This subsection does not affect the validity of an obligation or liability of a member created by an agreement or other applicable law for the amount of a distribution.

7. A member who receives a distribution from a limited-liability company in violation of this section is not liable to the limited-liability company and, in the event of its dissolution or insolvency, to its creditors, or any of them, for the amount of the distribution after the expiration of 3 years after the date of the distribution unless an action to recover the distribution from the member is commenced before the expiration of the 3-year period following the distribution.

(Added to NRS by 1997, 713; A 2001, 1392, 3199; 2005, 2194)

NRS 86.346 Distributions: Form; status of member or transferee.

1. Unless otherwise provided in the operating agreement, a member, regardless of the nature of his contributions, or a transferee, regardless of the nature of his predecessor’s contributions, has no right to demand or receive any distribution from a limited-liability company in any form other than cash.

2. Except as otherwise provided in NRS 86.391 and 86.521, and unless otherwise provided in the operating agreement, at the time a member or transferee becomes entitled to receive a distribution he has the status of and is entitled to all remedies available to a creditor of the company with respect to the distribution.

(Added to NRS by 1995, 2106; A 1997, 720)

NRS 86.351 Nature and transfer of member’s interest; rights of transferee; substituted members.

1. The interest of each member of a limited-liability company is personal property. The articles of organization or operating agreement may prohibit or regulate the transfer of a member’s interest. Unless otherwise provided in the articles or operating agreement, a transferee of a member’s interest has no right to participate in the management of the business and affairs of the company or to become a member unless a majority in interest of the other members approve the transfer. If so approved, the transferee becomes a substituted member. The transferee is only entitled to receive the share of profits or other compensation by way of income, and the return of contributions, to which his transferor would otherwise be entitled.

2. A substituted member has all the rights and powers and is subject to all the restrictions and liabilities of his transferor, except that the substitution of the transferee does not release the transferor from any liability to the company.

(Added to NRS by 1991, 1302; A 1995, 2112; 1997, 720; 2001, 1392, 3199)

LIABILITY, INDEMNIFICATION AND INSURANCE

NRS 86.361 Liability of persons assuming to act as company without authority. All persons who assume to act as a limited-liability company without authority to do so are jointly and severally liable for all debts and liabilities of the company.

(Added to NRS by 1991, 1304)

NRS 86.371 Liability of member or manager for debts or liabilities of company. Unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited-liability company formed under the laws of this State is individually liable for the debts or liabilities of the company.

(Added to NRS by 1991, 1300; A 1995, 2112)

NRS 86.381 Member of company is not proper party in proceeding by or against company; exception. A member of a limited-liability company is not a proper party to proceedings by or against the company, except where the object is to enforce the member’s right against or liability to the company.

(Added to NRS by 1991, 1304)

NRS 86.391 Liability of member to company.

1. A member is liable to a limited-liability company:

(a) For a difference between his contributions to capital as actually made and as stated in the articles of organization or operating agreement as having been made; and

(b) For any unpaid contribution to capital which he agreed in the articles of organization or operating agreement to make in the future at the time and on the conditions stated in the articles of organization or operating agreement.

2. A member holds as trustee for the company specific property stated in the articles of organization or operating agreement as contributed by him, but which was not so contributed.

3. The liabilities of a member as set out in this section can be waived or compromised only by the consent of all of the members, but a waiver or compromise does not affect the right of a creditor of the company to enforce the liabilities if he extended credit or his claim arose before the effective date of an amendment of the articles of organization or operating agreement effecting the waiver or compromise.

(Added to NRS by 1991, 1301; A 1997, 721; 2001, 1393, 3199)

NRS 86.401 Rights and remedies of creditor of member.

1. On application to a court of competent jurisdiction by a judgment creditor of a member, the court may charge the member’s interest with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the member’s interest.

2. This section:

(a) Provides the exclusive remedy by which a judgment creditor of a member or an assignee of a member may satisfy a judgment out of the member’s interest of the judgment debtor.

(b) Does not deprive any member of the benefit of any exemption applicable to his interest.

(Added to NRS by 1991, 1302; A 2001, 1393, 3199; 2003, 20th Special Session, 71)

NRS 86.411 Indemnification of manager, member, employee or agent: Proceeding other than by company. A limited-liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the limited-liability company, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

(Added to NRS by 1991, 1297; A 1997, 721)

NRS 86.421 Indemnification of manager, member, employee or agent: Proceeding by company. A limited-liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

(Added to NRS by 1991, 1298; A 1997, 722)

NRS 86.431 Indemnification of manager, member, employee or agent: Scope; authorization.

1. To the extent that a manager, member, employee or agent of a limited-liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in NRS 86.411 and 86.421, or in defense of any claim, issue or matter therein, the company shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense.

2. Any indemnification under NRS 86.411 and 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the limited-liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances. The determination mu

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Chapter 86 — Limited-Liability Companies

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