NRS 88A.260 Perpetual existence of trust; artificial person formed pursuant to other laws who is beneficial owner or trustee; inapplicability of certain laws.

NRS 88A.270 Governing instrument: Optional provisions.

NRS 88A.280 Governing instrument: Optional provisions relating to management of trust and rights, duties and obligations of trustees, beneficial owners and other persons.

OPERATION

NRS 88A.300 General powers.

NRS 88A.310 Management of business and affairs by trustees; giving directions to trustees.

NRS 88A.320 Ownership of beneficial interest in trust: Participation in profits and losses; creditor of beneficial owner; personal property; evidence of interest; transferability; distributions.

NRS 88A.330 Beneficial owners: Contributions to trust; obligations; penalties.

NRS 88A.340 Maintenance of records at registered office.

NRS 88A.350 Right of beneficial owners to inspect and copy ledger; denial of inspection.

NRS 88A.360 Duties and liabilities of trustee.

NRS 88A.370 Duties and liabilities of officer, employee, manager or other person acting pursuant to certificate of trust or governing instrument.

NRS 88A.380 Enforceability of debts, liabilities, obligations and expenses against assets of series of trustees, beneficial owners or beneficial interests.

NRS 88A.390 Liability of beneficial owner, trustee, officer, agent, manager or employee for debts or liabilities of trust.

NRS 88A.400 Indemnification of trustee, beneficial owner or other person.

NRS 88A.410 Derivative actions: Authority of beneficial owner to bring action; qualifications of plaintiff; pleading; expenses.

NRS 88A.420 Cancellation of certificate of trust upon termination of trust.

RESIDENT AGENT

NRS 88A.500 Requirement; address; penalty for noncompliance.

NRS 88A.510 Change of address.

NRS 88A.520 Powers; service of process, demand or notice.

NRS 88A.530 Resignation; designation of successor after death, resignation or removal from State.

NRS 88A.540 Revocation of appointment; change of name.

ANNUAL LIST; DEFAULTING TRUSTS

NRS 88A.600 Filing requirements; fee; notice.

NRS 88A.610 Certificate of authorization to transact business.

NRS 88A.620 Addresses of trustees required; failure to file.

NRS 88A.630 Defaulting trusts: Identification; penalty.

NRS 88A.640 Defaulting trusts: Duties of Secretary of State; forfeiture of right to transact business; assets held in trust.

NRS 88A.650 Defaulting trusts: Conditions and procedure for reinstatement.

NRS 88A.660 Defaulting trusts: Reinstatement under old or new name.

FOREIGN BUSINESS TRUSTS

NRS 88A.700 Laws governing organization, internal affairs and liability of beneficial owners, trustees, officers, employees and managers.

NRS 88A.710 Filing requirements; required provisions of application for registration.

NRS 88A.720 Issuance of certificate of registration by Secretary of State.

NRS 88A.730 Registration of name.

NRS 88A.732 Annual list: Filing requirements; fees; powers and duties of Secretary of State.

NRS 88A.733 Certificate of authorization to transact business.

NRS 88A.734 Addresses of trustees required; failure to file.

NRS 88A.735 Defaulting trusts: Identification; forfeiture of right to transact business; penalty.

NRS 88A.736 Defaulting trusts: Duties of Secretary of State.

NRS 88A.737 Defaulting trusts: Conditions and procedure for reinstatement.

NRS 88A.738 Defaulting trusts: Reinstatement under old or new name; regulations.

NRS 88A.740 Cancellation of registration.

NRS 88A.750 Transaction of business without registration.

MISCELLANEOUS PROVISIONS

NRS 88A.890 Form required for filing of records.

NRS 88A.900 Fees.

NRS 88A.910 Manner in which record may be filed.

NRS 88A.920 Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 88A.930 Correction of inaccurate or defective record filed with Secretary of State.

_________

GENERAL PROVISIONS

NRS 88A.010 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 88A.020 to 88A.110, inclusive, have the meanings ascribed to them in those sections.

(Added to NRS by 1999, 1561; A 2003, 3155)

NRS 88A.020 “Beneficial owner” defined. “Beneficial owner” means the owner of a beneficial interest in a business trust.

(Added to NRS by 1999, 1561)

NRS 88A.030 “Business trust” defined. “Business trust” means an unincorporated association which:

1. Is created by a trust instrument under which property is held, managed, controlled, invested, reinvested or operated, or any combination of these, or business or professional activities for profit are carried on, by a trustee for the benefit of the persons entitled to a beneficial interest in the trust property; and

2. Files a certificate of trust pursuant to NRS 88A.210.

Ê The term includes, without limitation, a trust of the type known at common law as a business trust or Massachusetts trust, a trust qualifying as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, or a trust qualifying as a real estate mortgage investment conduit pursuant to 26 U.S.C. § 860D, as amended, or any successor provision.

(Added to NRS by 1999, 1561; A 2001, 1401, 3199)

NRS 88A.040 “Foreign business trust” defined. “Foreign business trust” means a business trust formed pursuant to the laws of a foreign nation or other foreign jurisdiction and denominated as such pursuant to those laws.

(Added to NRS by 1999, 1561)

NRS 88A.050 “Governing instrument” defined. “Governing instrument” means the trust instrument that creates a trust and provides for the governance of its affairs and the conduct of its business.

(Added to NRS by 1999, 1561; A 2003, 3156)

NRS 88A.055 “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, 3155)

NRS 88A.060 “Registered office” defined. “Registered office” means the office of a business trust maintained at the street address of its resident agent.

(Added to NRS by 1999, 1561)

NRS 88A.070 “Resident agent” defined. “Resident agent” means the agent appointed by a business trust upon whom process or a notice or demand authorized by law to be served upon the business trust may be served.

(Added to NRS by 1999, 1561)

NRS 88A.080 “Sign” defined. “Sign” means to affix a signature to a record.

(Added to NRS by 1999, 1561; A 2003, 3156)

NRS 88A.090 “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 identity 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, 1562; A 2001, 101, 2725; 2003, 3156)

NRS 88A.100 “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, 1562)

NRS 88A.110 “Trustee” defined. “Trustee” means the person or persons appointed as trustee in accordance with the governing instrument of a business trust.

(Added to NRS by 1999, 1562)

APPLICABILITY

NRS 88A.150 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 business trusts formed pursuant to this chapter be recognized beyond the limits of this State and that, subject to any reasonable requirement of registration, any such business trust transacting business outside this State be granted protection of full faith and credit pursuant to Section 1 of Article IV of the Constitution of the United States.

(Added to NRS by 1999, 1562)

NRS 88A.160 Applicability of laws pertaining to trusts; principle of freedom of contract and enforceability of governing instruments.

1. Except as otherwise provided in the certificate of trust, the governing instrument or this chapter, the laws of this State pertaining to trusts apply to a business trust.

2. In applying the provisions of this chapter, the court shall give the greatest effect to the principle of freedom of contract and the enforceability of governing instruments.

(Added to NRS by 1999, 1573)

NRS 88A.170 Provisions of chapter may be altered or repealed. All provisions of this chapter may be altered from time to time or repealed, and all rights of business trusts, trustees, beneficial owners and other persons are subject to this reservation.

(Added to NRS by 1999, 1574)

FORMATION

NRS 88A.200 Purpose. A business trust may be formed to carry on any lawful business or activity.

(Added to NRS by 1999, 1562)

NRS 88A.210 Filing requirements; required and optional provisions of certificate of trust.

1. One or more persons may create a business trust by adopting a governing instrument and signing and filing with the Secretary of State a certificate of trust and a certificate of acceptance of appointment signed by the resident agent of the business trust. The certificate of trust must set forth:

(a) The name of the business trust;

(b) The name and address, either residence or business, of at least one trustee;

(c) The name of the person designated as the resident agent for the business trust, the street address of the resident agent where process may be served upon the business trust and the mailing address of the resident agent if different from the street address;

(d) The name and address, either residence or business, of each person signing the certificate of trust; and

(e) Any other information the trustees determine to include.

2. Upon the filing of the certificate of trust and the certificate of acceptance with the Secretary of State and the payment to him of the required filing fee, the Secretary of State shall issue to the business trust a certificate that the required records with the required content have been filed. From the date of that filing, the business trust is legally formed pursuant to this chapter.

(Added to NRS by 1999, 1562; A 2003, 3156; 2005, 2268)

NRS 88A.220 Amendment and restatement of certificate of trust.

1. A certificate of trust may be amended by filing with the Secretary of State a certificate of amendment signed by at least one trustee. The certificate of amendment must set forth:

(a) The name of the business trust; and

(b) The amendment to the certificate of trust.

2. A certificate of trust may be restated by integrating into a single instrument all the provisions of the original certificate, and all amendments to the certificate, which are then in effect or are to be made by the restatement. The restated certificate of trust must be so designated in its heading, must be signed by at least one trustee and must set forth:

(a) The present name of the business trust;

(b) The provisions of the original certificate of trust, and all amendments to the certificate, which are then in effect; and

3. A certificate of trust may be amended or restated at any time for any purpose determined by the trustees.

(Added to NRS by 1999, 1562; A 2001, 1401, 3199; 2003, 20th Special Session, 105)

NRS 88A.230 Name of trust: Distinguishable name required; availability of name of revoked, merged or otherwise terminated trust; regulations.

1. The name of a business trust formed pursuant to the provisions of this chapter must contain the words “Business Trust” or the abbreviation “B.T.” or “BT.”

2. The name proposed for a business trust 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 certificate of trust containing it to the signers of the certificate, 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 certificate.

3. For the purposes of this section and NRS 88A.240, 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 trade name, or any combination of these.

4. The name of a business trust whose certificate of trust 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 may adopt regulations that interpret the requirements of this section.

(Added to NRS by 1999, 1563)

NRS 88A.240 Name of trust: Reservation; injunctive relief.

1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use a name available pursuant to NRS 88A.230 for the use of a proposed business trust. During the period, the 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 signed consent of the person at whose request the reservation was made.

2. The use by any artificial person of a name in violation of subsection 1 or NRS 88A.230 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 1999, 1563; A 2001, 101; 2003, 3156)

NRS 88A.250 Effect of filing certificate of amendment, restatement or cancellation or of filing articles of merger. Upon the filing of a certificate of amendment or restatement with the Secretary of State, or upon the future effective date of such a certificate as provided for therein, the certificate of trust is amended or restated as set forth. Upon the filing of a certificate of cancellation, or articles of merger in which the business trust is not a surviving entity, with the Secretary of State, or upon the future effective date of the certificate or articles, the certificate of trust is cancelled.

(Added to NRS by 1999, 1563)

NRS 88A.260 Perpetual existence of trust; artificial person formed pursuant to other laws who is beneficial owner or trustee; inapplicability of certain laws.

1. Except as otherwise provided in the certificate of trust, the governing instrument or this chapter, a business trust has perpetual existence and may not be terminated or revoked by a beneficial owner or other person except in accordance with the certificate of trust or governing instrument.

2. Except as otherwise provided in the certificate of trust or the governing instrument, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner does not result in the termination or dissolution of a business trust.

3. An artificial person formed or organized pursuant to the laws of a foreign nation or other foreign jurisdiction or the laws of another state shall not be deemed to be doing business in this State solely because it is a beneficial owner or trustee of a business trust.

4. The provisions of NRS 662.245 do not apply to the appointment of a trustee of a business trust formed pursuant to this chapter.

(Added to NRS by 1999, 1564)

NRS 88A.270 Governing instrument: Optional provisions. A governing instrument may consist of one or more agreements, instruments or other writings and may include or incorporate bylaws containing provisions relating to the business of the business trust, the conduct of its affairs, and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees. The governing instrument may provide that one or more of the beneficial owners may serve as trustee.

(Added to NRS by 1999, 1564)

NRS 88A.280 Governing instrument: Optional provisions relating to management of trust and rights, duties and obligations of trustees, beneficial owners and other persons. A governing instrument may contain any provision relating to the management or the business or affairs of the business trust and the rights, duties and obligations of the trustees, beneficial owners and other persons which is not contrary to a provision or requirement of this chapter and may:

1. Provide for classes, groups or series of trustees or beneficial owners, or of beneficial interests, having such relative rights, powers and duties as the governing instrument provides, and may provide for the future creation in the manner provided in the governing instrument of additional such classes having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior or subordinate to existing classes, groups or series.

2. Provide that a person becomes a beneficial owner and bound by the governing instrument if he, or his representative authorized orally, in writing or by action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest.

3. Establish or provide for a designated series of trustees, beneficial owners or beneficial interests having separate rights, powers or duties with respect to specified property or obligations of the business trust or profits and losses associated with specified property or obligations, and, to the extent provided in the governing instrument, any such series may have a separate business purpose or investment objective.

4. Provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger, the appointment of one or more trustees, the sale, lease, transfer, pledge or other disposition of all or any part of the assets of the business trust or the assets of any series, or the dissolution of the business trust, and the creation of a class, group or series of beneficial interests that was not previously outstanding, without the vote or approval of any particular trustee or beneficial owner or class, group or series of trustees or beneficial owners.

5. Grant to or withhold from all or certain trustees or beneficial owners, or a specified class, group or series of trustees or beneficial owners, the right to vote, separately or with one or more of the trustees, beneficial owners or classes, groups or series thereof, on any matter. Voting power may be apportioned per capita, proportionate to financial interest, by class, group or series, or on any other basis.

6. If and to the extent that voting rights are granted under the certificate of trust or governing instrument, set forth provisions relating to notice of the time, place or purpose of a meeting at which a matter will be voted on, waiver of notice, action by consent without a meeting, the establishment of record dates, requirement of a quorum, voting in person, by proxy or otherwise, or any other matter with respect to the exercise of the right to vote.

7. Provide for the present or future creation of more than one business trust, including the creation of a future business trust to which all or any part of the assets, liabilities, profits or losses of any existing business trust are to be transferred, and for the conversion of beneficial interests in an existing business trust, or series thereof, into beneficial interests in the separate business trust or a series thereof.

8. Provide for the appointment, election or engagement, either as agents or independent contractors of the business trust or as delegates of the trustees, of officers, employees, managers or other persons who may manage the business and affairs of the business trust and have such titles and relative rights, powers and duties as the governing instrument provides. Except as otherwise provided in the governing instrument, the trustees shall choose and supervise those officers, managers and other persons.

(Added to NRS by 1999, 1569)

OPERATION

NRS 88A.300 General powers. A business trust formed and existing pursuant to this chapter has such powers as are necessary or convenient to effect any of the purposes for which the business trust is formed.

(Added to NRS by 1999, 1569)

NRS 88A.310 Management of business and affairs by trustees; giving directions to trustees.

1. Except as otherwise provided in this section, the certificate of trust or the governing instrument, the business and affairs of a business trust must be managed by or under the direction of its trustees. To the extent provided in the certificate of trust or the governing instrument, any person, including a beneficial owner, may direct the trustees or other persons in the management of the business trust.

2. Except as otherwise provided in the certificate of trust or the governing instrument, neither the power to give direction to a trustee or other person nor the exercise thereof by any person, including a beneficial owner, makes him a trustee. To the extent provided in the certificate of trust or the governing instrument, neither the power to give direction to a trustee or other person nor the exercise thereof by a person, including a beneficial owner, causes him to have duties, fiduciary or other, or liabilities relating to the power or its exercise to the business trust or a beneficial owner thereof.

(Added to NRS by 1999, 1569)

NRS 88A.320 Ownership of beneficial interest in trust: Participation in profits and losses; creditor of beneficial owner; personal property; evidence of interest; transferability; distributions.

1. Except as otherwise provided in the governing instrument, a beneficial owner participates in the profits and losses of a business trust in the proportion of his beneficial interest to the entire beneficial interest. A governing instrument may provide that the business trust, or the trustees on its behalf, hold beneficial ownership of income earned on securities owned by the business trust.

2. A creditor of a beneficial owner has no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, property of the business trust.

3. A beneficial interest in a business trust is personal property regardless of the nature of the property of the business trust. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial owner has no interest in specific property of the business trust.

4. A beneficial interest in a business trust may be evidenced by the issuance of certificates of ownership or by other means set forth in the certificate of trust or the governing instrument.

5. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial interest in a business trust is freely transferable.

6. Except as otherwise provided in the certificate of trust or the governing instrument, if a beneficial owner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the business trust with respect to the distribution. The governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a business trust.

7. The fact of ownership of a beneficial interest in a business trust is determined, and the means of evidencing it are set forth, by the applicable provisions of the certificate of trust or the governing instrument.

(Added to NRS by 1999, 1564)

NRS 88A.330 Beneficial owners: Contributions to trust; obligations; penalties.

1. A contribution of a beneficial owner to a business trust may be any tangible or intangible property or benefit to the business trust, including cash, a promissory note, services performed, a contract for services to be performed, or a security of the business trust. A person may become a beneficial owner of a business trust and may receive a beneficial interest in a business trust without making, or being obligated to make, a contribution to the business trust.

2. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial owner is obligated to the business trust to perform a promise to make a contribution even if he is unable to perform because of death, disability or any other reason. If a beneficial owner does not make a promised contribution of property or services, he is obligated at the option of the business trust to contribute cash equal to that portion of the agreed value, as stated in the records of the business trust, of the contribution which has not been made. The foregoing option is in addition to any other rights, including specific performance, that the business trust may have against the beneficial owner under the governing instrument or applicable law.

3. A certificate of trust or governing instrument may provide that the interest of a beneficial owner who fails to make a contribution that he is obligated to make is subject to specific penalties for, or specified consequences of, such failure. The penalty or consequence may take the form of reducing or eliminating the defaulting beneficial owner’s proportionate interest in the business trust, subordinating that beneficial interest to those of nondefaulting owners, a forced sale of the beneficial interest, forfeiture of the beneficial interest, the lending by other beneficial owners of the amount necessary to meet the defaulter’s commitment, a fixing of the value of the beneficial interest by appraisal or formula and redemption or sale of the beneficial interest at that value, or any other form.

(Added to NRS by 1999, 1571)

NRS 88A.340 Maintenance of records at registered office.

1. A business trust shall keep a copy of the following records at its registered office:

(a) A copy certified by the Secretary of State of its certificate of trust and all amendments thereto or restatements thereof;

(b) A copy certified by one of its trustees of its governing instrument and all amendments thereto; and

(c) A ledger or duplicate ledger, revised annually, containing the names, alphabetically arranged, of all its beneficial owners, showing their places of residence if known. Instead of this ledger, the business trust may keep a statement containing the name of the custodian of the ledger and the present complete address, including street and number, if any, where the ledger is kept.

2. A business trust shall maintain the records required by subsection 1 in written form or in another form capable of conversion into written form within a reasonable time.

(Added to NRS by 1999, 1566)

NRS 88A.350 Right of beneficial owners to inspect and copy ledger; denial of inspection.

1. A person who has been a beneficial owner of record of a business trust for at least 6 months immediately preceding his demand, or a person holding, or authorized in writing by the holders of, at least 5 percent of its beneficial ownership, is entitled, upon at least 5 days’ written demand, to inspect in person or by agent or attorney, during usual business hours, the ledger or duplicate ledger, whether kept in the registered office of the business trust or elsewhere, and to make copies therefrom.

2. An inspection authorized by subsection 1 may be denied to a beneficial owner or other person upon his refusal to furnish to the business trust an affidavit that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the business trust and that he has not at any time sold or offered for sale any list of beneficial owners of a domestic or foreign business trust, stockholders of a domestic or foreign corporation or members of a domestic or foreign limited-liability company, or aided or abetted any person in procuring such a list for such a purpose.

(Added to NRS by 1999, 1567)

NRS 88A.360 Duties and liabilities of trustee. To the extent that, at law or in equity, a trustee has duties, fiduciary or otherwise, and liabilities relating thereto to a business trust or beneficial owner:

1. If he acts pursuant to a governing instrument, he is not liable to the business trust or to a beneficial owner for his reliance in good faith on the provisions of the governing instrument; and

2. His duties and liabilities may be expanded or restricted by provisions in the governing instrument.

(Added to NRS by 1999, 1571)

NRS 88A.370 Duties and liabilities of officer, employee, manager or other person acting pursuant to certificate of trust or governing instrument. To the extent that, at law or in equity, an officer, employee, manager or other person acting pursuant to the certificate of trust or a governing instrument has duties, fiduciary or otherwise, and liabilities relating thereto to a business trust, beneficial owner or trustee:

1. If he acts pursuant to a governing instrument, he is not liable to the business trust, a beneficial owner or a trustee for his reliance in good faith on the provisions of the governing instrument; and

2. His duties and liabilities may be expanded or restricted by provisions in the governing instrument.

(Added to NRS by 1999, 1571)

NRS 88A.380 Enforceability of debts, liabilities, obligations and expenses against assets of series of trustees, beneficial owners or beneficial interests. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of trustees, beneficial owners or beneficial interests are enforceable against the assets of only that series only if:

1. The governing instrument of the business trust creates one or more series of trustees, beneficial owners or beneficial interests;

2. Separate records are maintained for the series;

3. The assets associated with the series are held and accounted for separately from the other assets of the business trust or any other series of the business trust and the governing instrument requires separate holding and accounting; and

4. Notice of the limitation on liability of the series is set forth in the certificate of trust, or an amendment thereto, filed with the Secretary of State before the series is established.

(Added to NRS by 1999, 1571)

NRS 88A.390 Liability of beneficial owner, trustee, officer, agent, manager or employee for debts or liabilities of trust.

1. Unless otherwise provided in the certificate of trust, the governing instrument or an agreement signed by the person to be charged, a beneficial owner, trustee, officer, agent, manager or employee of a business trust formed pursuant to the laws of this State is not personally liable for the debts or liabilities of the business trust.

2. Except as otherwise provided in the certificate of trust or the governing instrument, a trustee acting in that capacity is not personally liable to any person other than the business trust or a beneficial owner for any act or omission of the business trust or a trustee thereof.

3. Except as otherwise provided in the certificate of trust or the governing instrument, an officer, employee, agent or manager of a business trust or another person who manages the business and affairs of a business trust, acting in that capacity, is not personally liable to any person other than the business trust or a beneficial owner for any act or omission of the business trust or a trustee thereof.

4. Except as otherwise provided in the certificate of trust or the governing instrument, a trustee, officer, employee, agent or manager of a business trust or another person who manages the business and affairs of a business trust is not personally liable to the business trust or a beneficial owner for damages for breach of fiduciary duty in such capacity except for acts or omissions that involve intentional misconduct, fraud or a knowing violation of law.

(Added to NRS by 1999, 1572)

NRS 88A.400 Indemnification of trustee, beneficial owner or other person.

1. Subject to the standards and restrictions, if any, set forth in the certificate of trust or the governing instrument, a business trust may indemnify and hold harmless a trustee, beneficial owner or other person from and against all claims and demands.

2. The absence of a provision for indemnity in the certificate of trust or governing instrument does not deprive a trustee or beneficial owner of any right to indemnity which is otherwise available to him pursuant to the laws of this State.

(Added to NRS by 1999, 1572)

NRS 88A.410 Derivative actions: Authority of beneficial owner to bring action; qualifications of plaintiff; pleading; expenses.

1. A beneficial owner may maintain an action in the right of a business trust to recover a judgment in its favor if trustees having authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is unlikely to succeed.

2. In a derivative action, the plaintiff must be a beneficial owner at the time of bringing the action and:

(a) He must have been a beneficial owner at the time of the transaction of which he complains; or

(b) His status as a beneficial owner must have devolved upon him by operation of law or pursuant to a provision of the certificate of trust or the governing instrument from a person who was a beneficial owner at the time of the transaction.

3. In a derivative action, the complaint must state with particularity the effort, if any, of the plaintiff to cause the trustees to bring the act, or the reasons for not making the effort.

4. If a derivative action is successful, in whole or in part, or if anything is received by the business trust through judgment or settlement of the action, the court may award the plaintiff reasonable expenses, including attorney’s fees. If the plaintiff receives any proceeds of judgment or settlement, the court shall make the award of his expenses payable from those proceeds and remit the remainder to the business trust. If the proceeds received by the plaintiff are less than the expenses awarded, the court may direct all or part of the remainder of the award to be paid by the business trust.

5. A beneficial owner’s right to bring a derivative action may be subject to additional standards and restrictions set forth in the governing instrument, including, without limitation, a requirement that beneficial owners of a specified beneficial interest join in the action.

(Added to NRS by 1999, 1573)

NRS 88A.420 Cancellation of certificate of trust upon termination of trust. A certificate of trust must be cancelled upon the completion or winding up of the business trust and its termination. A certificate of cancellation must be signed by a trustee, filed with the Secretary of State, and set forth:

1. The name of the business trust;

2. The effective date of the cancellation if other than the date of the filing of the certificate, which must not be more than 90 days after the certificate is filed; and

3. Any other information the trustee determines to include.

(Added to NRS by 1999, 1573; A 2003, 20th Special Session, 105; 2005, 2200)

RESIDENT AGENT

NRS 88A.500 Requirement; address; penalty for noncompliance.

1. Except during any period of vacancy described in NRS 88A.530, a business trust shall have a resident agent who resides or is located in this State. A resident agent shall have a street address for the service of process and may have a mailing address such as a post office box, which may be different from the street address.

2. A business trust formed pursuant to this chapter that fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.

(Added to NRS by 1999, 1565)

NRS 88A.510 Change of address.

1. Within 30 days after changing the location of his office from one address to another in this State, a resident agent shall sign a certificate setting forth:

(a) The names of all the business trusts represented by him;

(b) The address at which he has maintained the registered office for each of those business trusts; and

(c) The new address to which his office is transferred and at which he will maintain the registered office for each of those business trusts.

2. Upon the filing of the certificate with the Secretary of State, the registered office of each of the business trusts listed in the certificate is located at the new address set forth in the certificate.

(Added to NRS by 1999, 1565; A 2003, 3156)

NRS 88A.520 Powers; service of process, demand or notice.

1. If the resident agent is a bank or an artificial person formed or organized pursuant to this title, it may:

(a) Act as the fiscal or transfer agent of a state, municipality, body politic or business trust, and in that capacity may receive and disburse money.

(b) Transfer, register and countersign certificates evidencing a beneficial owner’s interest in a business trust, bonds or other evidences of indebtedness and act as agent of any business trust, foreign or domestic, for any purpose required by statute or otherwise.

2. All legal process and any demand or notice authorized by law to be served upon a business trust may be served upon its resident agent in the manner provided in subsection 2 of NRS 14.020. If a demand, notice or legal process, other than a summons and complaint, cannot be served upon the resident agent, it may be served in the manner provided in NRS 14.030. These manners of service are in addition to any other service authorized by law.

(Added to NRS by 1999, 1565)

NRS 88A.530 Resignation; designation of successor after death, resignation or removal 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 business trust 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 business trust appointing a successor resident agent. A certificate of acceptance signed by the new resident agent, stating the full name, complete street address and, if different from the street address, mailing address of 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 business trust appointing a successor resident agent, the resigning agent shall immediately give written notice, by mail, to the business trust of the filing of the statement of resignation and its effect. The notice must be addressed to a trustee of the business trust other than the resident agent.

4. If its resident agent dies, resigns or removes from the State, a business trust, within 30 days thereafter, shall file with the Secretary of State a certificate of acceptance signed by a new resident agent. The certificate must set forth the full name and complete street address of the new resident agent, and may contain a mailing address, such as a post office box, different from the street address.

5. A business trust that fails to file a certificate of acceptance signed by its new resident agent within 30 days after the death, resignation or removal of its former resident agent shall be deemed in default and is subject to the provisions of NRS 88A.630 to 88A.660, inclusive.

(Added to NRS by 1999, 1566; A 2003, 3157; 2003, 20th Special Session, 105)

NRS 88A.540 Revocation of appointment; change of name.

1. If a business trust 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 at least one trustee of the business trust, setting forth:

(a) The name of the business trust;

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

2. A certificate of acceptance signed by the new resident agent 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 1999, 1566; A 2003, 3157; 2003, 20th Special Session, 106)

ANNUAL LIST; DEFAULTING TRUSTS

NRS 88A.600 Filing requirements; fee; notice.

1. A business trust formed pursuant to this chapter shall, on or before the last day of the first month after the filing of its certificate of trust with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of trust with the Secretary of State occurs, file with the Secretary of State, on a form furnished by him, a list signed by at least one trustee that contains the name and street address of its lawfully designated resident agent in this State and at least one trustee. Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the business trust:

(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.

2. Upon filing:

(a) The initial list required by subsection 1, the business trust shall pay to the Secretary of State a fee of $125.

(b) Each annual list required by subsection 1, the business trust shall pay to the Secretary of State a fee of $125.

3. If a trustee of a business trust resigns and the resignation is not reflected on the annual or amended list of trustees, the business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation.

4. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each business trust which is required to comply with the provisions of NRS 88A.600 to 88A.660, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of a business trust to receive the forms does not excuse it from the penalty imposed by law.

5. An annual list for a business trust not in default which is 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 1999, 1567; A 2001, 3188; 2003, 20th Special Session, 106, 187; 2005, 2268)

NRS 88A.610 Certificate of authorization to transact business. When the fee for filing the annual list has been paid, the cancelled check or other proof of payment received by the business trust constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of the filing of its certificate of trust occurs in the next succeeding calendar year.

(Added to NRS by 1999, 1567; A 2003, 20th Special Session, 107)

NRS 88A.620 Addresses of trustees required; failure to file.

1. Each list required to be filed pursuant to the provisions of NRS 88A.600 to 88A.660, inclusive, must, after the name of each trustee listed thereon, set forth his address, either residence or business.

2. If the addresses are not stated on a list offered for filing, the Secretary of State may refuse to file the list, and the business trust for which the list has been offered for filing is subject to all the provisions of NRS 88A.600 to 88A.660, inclusive, relating to failure to file the list when or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of those sections.

(Added to NRS by 1999, 1568; A 2003, 3157; 2003, 20th Special Session, 107)

NRS 88A.630 Defaulting trusts: Identification; penalty.

1. Each business trust required to file the list and pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive, which refuses or neglects to do so within the time provided shall be deemed in default.

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

(Added to NRS by 1999, 1568; A 2001, 3189; 2003, 20th Special Session, 107)

NRS 88A.640 Defaulting trusts: Duties of Secretary of State; forfeiture of right to transact business; assets held in trust.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each business trust 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. Immediately after the first day of the first anniversary of the month following the month in which the filing was required, the certificate of trust of the business trust 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 business trusts 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 business trust specified in subsection 3 of the revocation of its certificate of trust. 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 certificate of trust is revoked and the right to transact business is forfeited, all the property and assets of the defaulting business trust must be held in trust by its trustees as for insolvent business trusts, and the same proceedings may be had with respect thereto as are applicable to insolvent business trusts. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the certificate of trust, the proceedings must at once be dismissed.

(Added to NRS by 1999, 1568; A 2001, 1402, 3199; 2003, 48; 2003, 20th Special Session, 108)

NRS 88A.650 Defaulting trusts: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a business trust which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the business trust 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 88A.600; and

(2) 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 88A.600 and 88A.630 for each year or portion thereof during which its certificate of trust was revoked; and

(2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the business trust, he shall issue to the business trust a certificate of reinstatement if the business trust:

(a) Requests a certificate of reinstatement; and

(b) Pays the required fees pursuant to NRS 88A.900.

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

4. If a certificate of business trust has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the certificate must not be reinstated.

(Added to NRS by 1999, 1568; A 2001, 3189; 2003, 20th Special Session, 108)

NRS 88A.660 Defaulting trusts: Reinstatement under old or new name.

1. Except as otherwise provided in subsection 2, if a certificate of trust is revoked pursuant to the provisions of this chapter and the name of the business trust has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the business trust shall submit in writing to the Secretary of State some other name under which it desires to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the business trust under that new name.

2. If the defaulting business trust submits the written, acknowledged consent of the artificial person using a name, or the person who has reserved a name, which is not distinguishable from the old name of the business trust or a new name it has submitted, it may be reinstated under that name.

(Added to NRS by 1999, 1569; A 2003, 20th Special Session, 109)

FOREIGN BUSINESS TRUSTS

NRS 88A.700 Laws governing organization, internal affairs and liability of beneficial owners, trustees, officers, employees and managers. Subject to the Constitution of this State:

1. The laws of the state under which a foreign business trust is organized govern its organization and internal affairs and the liability of its beneficial owners, trustees, officers, employees or managers; and

2. A foreign business trust may not be denied registration by reason of any difference between those laws and the laws of this State.

(Added to NRS by 1999, 1574)

NRS 88A.710 Filing requirements; required provisions of application for registration. Before transacting business in this State, a foreign business trust shall register with the Secretary of State. In order to register, a foreign business trust shall submit to the Secretary of State an application for registration as a foreign business trust, signed by a trustee, and a signed certificate of acceptance of a resident agent. The application for registration must set forth:

1. The name of the foreign business trust and, if different, the name under which it proposes to register and transact business in this State;

2. The state and date of its formation;

3. The name and address of the resident agent whom the foreign business trust elects to appoint;

4. The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign business trust; and

5. The name and address, either residence or business, of one trustee.

(Added to NRS by 1999, 1574; A 2003, 20th Special Session, 109)

NRS 88A.720 Issuance of certificate of registration by Secretary of State. If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he shall issue a certificate of registration to transact business in this State and mail it to the person who filed the application or his representative.

(Added to NRS by 1999, 1575)

NRS 88A.730 Registration of name. A foreign business trust may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, which includes the words “Business Trust” or the abbreviation “B.T.” or “BT” and which could be registered by a domestic business trust.

(Added to NRS by 1999, 1575)

NRS 88A.732 Annual list: Filing requirements; fees; powers and duties of Secretary of State.

1. Each foreign business trust doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign business trust with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, file with the Secretary of State a list, on a form furnished by him, that contains:

(a) The name of the foreign business trust;

(b) The file number of the foreign business trust, if known;

(d) The address, either residence or business, of the trustee listed pursuant to paragraph (c);

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

(f) The signature of a trustee of the foreign business trust certifying that the list is true, complete and accurate.

2. Each list required to be filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign business trust:

(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.

3. Upon filing:

(a) The initial list required by this section, the foreign business trust shall pay to the Secretary of State a fee of $125.

(b) Each annual list required by this section, the foreign business trust shall pay to the Secretary of State a fee of $125.

4. If a trustee of a foreign business trust resigns and the resignation is not reflected on the annual or amended list of trustees, the foreign business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation.

5. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each foreign business trust which is required to comply with the provisions of NRS 88A.732 to 88A.738, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign business trust to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 88A.732 to 88A.738, inclusive.

6. If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.

7. An annual list for a foreign business trust not in default which is received by the Secretary of State more than 90 days before its due date must be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

(Added to NRS by 2003, 20th Special Session, 102; A 2005, 2269)

NRS 88A.733 Certificate of authorization to transact business. If a foreign business trust has filed the initial or annual list in compliance with NRS 88A.732 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign business trust constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.

(Added to NRS by 2003, 20th Special Session, 103)

NRS 88A.734 Addresses of trustees required; failure to file.

1. Each list required to be filed under the provisions of NRS 88A.732 to 88A.738, inclusive, must, after the name of each trustee listed thereon, set forth the address, either residence or business, of each trustee.

2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign business trust for which the list has been offered for filing is subject to all the provisions of NRS 88A.732 to 88A.738, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.

(Added to NRS by 2003, 20th Special Session, 103)

NRS 88A.735 Defaulting trusts: Identification; forfeiture of right to transact business; penalty.

1. Each foreign business trust which is required to make a filing and pay the fee prescribed in NRS 88A.732 to 88A.738, inclusive, and which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $75, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign business trust occurs, the defaulting foreign business trust by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.

(Added to NRS by 2003, 20th Special Session, 103)

NRS 88A.736 Defaulting trusts: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each foreign business trust deemed in default pursuant to NRS 88A.735. The written notice:

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

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

2. Immediately after the last day of the month in which the anniversary date of the filing of the certificate of trust occurs, the Secretary of State shall compile a complete list containing the names of all foreign business trusts whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providing written notice to its resident agent, each foreign business trust specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

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

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

(Added to NRS by 2003, 20th Special Session, 103)

NRS 88A.737 Defaulting trusts: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign business trust which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign business trust its right to transact business in this State, and to exercise its privileges and immunities, if it:

(a) Files with the Secretary of State:

(1) The list required by NRS 88A.732; and

(2) 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 88A.732 and 88A.735 for each year or portion thereof that its right to transact business was forfeited; and

(2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the foreign business trust, he shall issue to the foreign business trust a certificate of reinstatement if the foreign business trust:

(a) Requests a certificate of reinstatement; and

(b) Pays the required fees pursuant to NRS 88A.900.

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

4. If the right of a foreign business trust to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right to transact business must not be reinstated.

(Added to NRS by 2003, 20th Special Session, 104)

NRS 88A.738 Defaulting trusts: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign business trust applies to reinstate its certificate of trust and its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign business trust must submit in writing in its application for reinstatement to the Secretary of State some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the foreign business trust under that new name.

2. If the applying foreign business trust submits the written, acknowledged consent of the artificial person having a name, or the person who has reserved a name, which is not distinguishable from the old name of the applying foreign business trust or a new name it has submitted, it may be reinstated under that name.

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

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

(Added to NRS by 2003, 20th Special Session, 104)

NRS 88A.740 Cancellation of registration. A foreign business trust may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a trustee. The certificate must set forth:

1. The name of the foreign business trust;

2. The effective date of the cancellation if other than the date of the filing of the certificate, which must not be more than 90 days after the certificate is filed; and

3. Any other information deemed necessary by the trustee.

Ê A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign business trust with respect to causes of action arising out of the transaction of business in this State.

(Added to NRS by 1999, 1575; A 2003, 20th Special Session, 109; 2005, 2200)

NRS 88A.750 Transaction of business without registration.

1. A foreign business trust transacting business in this State may not maintain any action, suit or proceeding in any court of this State until it has registered in this State.

2. The failure of a foreign business trust to register in this State does not impair the validity of any contract or act of the foreign business trust or prevent the foreign business trust from defending any action, suit or proceeding in any court of this State.

3. A foreign business trust, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

(Added to NRS by 1999, 1575)

MISCELLANEOUS PROVISIONS

NRS 88A.890 Form required for filing of records.

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.

2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.

3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:

(a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and

(b) Unless otherwise provided in the record, the provisions of the record control in every other situation.

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20th Special Session, 102)

NRS 88A.900 Fees. The Secretary of State shall charge and collect the following fees for:

1. Filing an original certificate of trust, or for registering a foreign business trust, $75.

2. Filing an amendment or restatement, or a combination thereof, to a certificate of trust, $175.

3. Filing a certificate of cancellation, $75.

4. Certifying a copy of a certificate of trust or an amendment or restatement, or a combination thereof, $30 per certification.

5. Certifying an authorized printed copy of this chapter, $30.

6. Reserving a name for a business trust, $25.

7. Signing a certificate of existence of a business trust which does not list the previous records relating to it, or a certificate of change in the name of a business trust, $50.

8. Signing a certificate of existence of a business trust which lists the previous records relating to it, $50.

9. Filing a statement of change of the resident agent, $60.

10. Signing, certifying or filing any certificate or record not otherwise provided for in this section, $50.

11. Examining and provisionally approving a record before the record is presented for filing, $125.

12. Copying a record on file with him, for each page, $2.

(Added to NRS by 1999, 1574; A 2001, 1402, 3189, 3199; 2003, 3158; 2003, 20th Special Session, 110)

NRS 88A.910 Manner in which record may be filed. A record may be filed by telecopy, facsimile or similar electronic transmission, but the Secretary of State need not accept any record that is illegible or otherwise unsuitable for the procedures of his office.

(Added to NRS by 1999, 1564; A 2003, 3158)

NRS 88A.920 Procedure to submit replacement page to Secretary of State before actual filing of record. A trustee of a business trust may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record.

(Added to NRS by 2001, 1401; A 2001, 3199; 2003, 3158)

NRS 88A.930 Correction of inaccurate or defective record filed with Secretary of State.

1. A business trust may correct a record filed in the Office of the Secretary of State with respect to the business trust if the record contains an inaccurate description of a trust action or if the record was defectively signed, attested, sealed, verified or acknowledged.

2. To correct a record, the business trust must:

(a) Prepare a certificate of correction that:

(1) States the name of the business trust;

(2) Describes the record, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the record in an accurate or corrected form; and

(5) Is signed by a trustee of the business trust.

(b) Deliver the certificate to the Secretary of State for filing.

3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.

(Added to NRS by 2001, 1401; A 2001, 3199; 2003, 3158; 2003, 20th Special Session, 110)

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Chapter 88A — Business Trusts

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