2005 Nevada Revised Statutes - Chapter 86 — Limited-Liability Companies

CHAPTER 86 - LIMITED-LIABILITY COMPANIES

GENERAL PROVISIONS

NRS 86.011 Definitions.

NRS 86.022 Articlesand articles of organization defined.

NRS 86.031 Bankruptdefined.

NRS 86.051 Foreignlimited-liability company defined.

NRS 86.061 Limited-liabilitycompany and company defined.

NRS 86.065 Majorityin interest defined.

NRS 86.071 Managerdefined.

NRS 86.081 Memberdefined.

NRS 86.091 Membersinterest defined.

NRS 86.095 Noneconomicmember defined.

NRS 86.101 Operatingagreement defined.

NRS 86.111 Realproperty defined.

NRS 86.116 Recorddefined.

NRS 86.121 Registeredoffice defined.

NRS 86.125 Residentagent defined.

NRS 86.1255 Seriesand series of members defined.

NRS 86.126 Signdefined.

NRS 86.127 Signaturedefined.

NRS 86.128 Streetaddress defined.

NRS 86.131 Applicabilityof chapter to foreign and interstate commerce.

NRS 86.135 Amendmentor repeal of provisions of chapter; chapter deemed part of articles of company.

ORGANIZATION

NRS 86.141 Purposefor organization.

NRS 86.151 Filingrequirements.

NRS 86.155 Perpetualexistence of company.

NRS 86.161 Articlesof organization: Required and optional provisions.

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

NRS 86.176 Nameof company: Reservation; injunctive relief.

NRS 86.201 Commencementof organizational existence.

NRS 86.211 Articlesof organization: Notice imparted by filing.

NRS 86.216 Amendmentof articles of organization before issuance of members interest.

NRS 86.221 Amendmentand restatement of articles of organization.

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

RESIDENT AGENT AND REGISTERED OFFICE

NRS 86.231 Residentagent required; address of registered office; change of address.

NRS 86.235 Residentagent: Revocation of appointment; change of name.

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

NRS 86.251 Residentagent: Resignation; designation of successor after death, resignation ormovement from State.

NRS 86.261 Serviceof process, notice or demand upon resident agent.

ANNUAL LIST; DEFAULTING COMPANIES

NRS 86.263 Filingrequirements; fees; notice.

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

NRS 86.266 Certificateof authorization to transact business.

NRS 86.269 Addressesof managers and members required; failure to file.

NRS 86.272 Defaultingcompanies: Identification; reinstatement; penalty.

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

NRS 86.276 Defaultingcompanies: Conditions and procedure for reinstatement.

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

OPERATION

NRS 86.281 Generalpowers.

NRS 86.286 Operatingagreement.

NRS 86.291 Management.

NRS 86.293 Noneconomicmembers.

NRS 86.296 Classesof members or managers; series of members.

NRS 86.301 Limitationon authority to contract debt or incur liability.

NRS 86.311 Acquisition,ownership and disposition of property.

NRS 86.321 Contributionsto capital: Form.

NRS 86.331 Resignationor withdrawal of member: Limitation; payment to member who rightfully resignsor withdraws.

NRS 86.335 Resignationor withdrawal of member in violation of operating agreement; loss of right toparticipate upon resignation or withdrawal.

NRS 86.341 Distributionof profits.

NRS 86.343 Distributionof profits and contributions: Prohibition; applicable determinations; liabilityof member for violation.

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

NRS 86.351 Natureand transfer of members interest; rights of transferee; substituted members.

LIABILITY, INDEMNIFICATION AND INSURANCE

NRS 86.361 Liabilityof persons assuming to act as company without authority.

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

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

NRS 86.391 Liabilityof member to company.

NRS 86.401 Rightsand remedies of creditor of member.

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

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

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

NRS 86.441 Indemnificationof member or manager: Advancement of expenses.

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

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

NRS 86.471 Effectof providing insurance or other financial arrangements against liability ofmember, manager, employee or agent.

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

DERIVATIVE ACTIONS

NRS 86.483 Authorityof member to bring action.

NRS 86.485 Qualificationsof plaintiff.

NRS 86.487 Pleading.

NRS 86.489 Expenses.

DISSOLUTION

NRS 86.491 Eventsrequiring dissolution and winding up of affairs; effect of certain eventsaffecting member.

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

NRS 86.505 Continuationof company after dissolution for winding up of affairs; limitation on actionsby or against dissolved company.

NRS 86.521 Distributionof assets after dissolution.

NRS 86.531 Articlesof dissolution: Required provisions.

NRS 86.541 Articlesof dissolution: Filing; effect of filing.

FOREIGN LIMITED-LIABILITY COMPANIES

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

NRS 86.544 Filingrequirements; required provisions of application for registration.

NRS 86.545 Issuanceof certificate of registration by Secretary of State.

NRS 86.546 Namefor registration.

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

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

NRS 86.5463 Certificateof authorization to transact business.

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

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

NRS 86.5466 Defaultingcompanies: Duties of Secretary of State.

NRS 86.5467 Defaultingcompanies: Conditions and procedure for reinstatement.

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

NRS 86.547 Cancellationof registration.

NRS 86.548 Transactionof business without registration.

NRS 86.5483 Activitiesnot constituting transaction of business.

NRS 86.5487 Determinationof whether solicitation is made or accepted.

NRS 86.549 Actionby Attorney General to restrain transaction of business.

MISCELLANEOUS PROVISIONS

NRS 86.555 Issuanceof occupational or professional license to limited-liability company by boardor commission; regulations.

NRS 86.557 Formrequired for filing of records.

NRS 86.561 Fees.

NRS 86.563 Procedureto submit replacement page to Secretary of State before actual filing ofrecord.

NRS 86.566 Filingof records written in language other than English.

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

NRS 86.571 Waiverof notice.

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

NRS 86.590 Renewalor revival of charter: Status of company.

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GENERAL PROVISIONS

NRS 86.011 Definitions. As used in this chapter, unless the context otherwiserequires, the words and terms defined in NRS86.022 to 86.128, inclusive, havethe 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 Articlesand articles of organization defined. Articlesand articles of organization are synonymous terms and, unless the contextotherwise requires, include certificates and restated articles of organizationfiled pursuant to NRS 86.221 andarticles 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 Bankruptdefined. Bankrupt is limited to the effect ofthe federal statutes codified as Title 11 of the United States Code.

(Added to NRS by 1991, 1292)

NRS 86.051 Foreignlimited-liability company defined. Foreignlimited-liability company means a limited-liability company formed under thelaws of any jurisdiction other than this State.

(Added to NRS by 1991, 1292)

NRS 86.061 Limited-liabilitycompany and company defined. Limited-liabilitycompany or company means a limited-liability company organized and existingunder this chapter.

(Added to NRS by 1991, 1292)

NRS 86.065 Majorityin interest defined. Majority in interestmeans a majority of the interests in the current profits of a limited-liabilitycompany.

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

NRS 86.071 Managerdefined. Manager means a person, or one ofseveral persons, designated in or selected pursuant to the articles oforganization or operating agreement of a limited-liability company to managethe company.

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

NRS 86.081 Memberdefined. Member means the owner of a membersinterest in a limited-liability company or a noneconomic member.

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

NRS 86.091 Membersinterest defined. Members interest meanshis share of the economic interests in a limited-liability company, includingprofits, losses and distributions of assets.

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

NRS 86.095 Noneconomicmember defined. Noneconomic member means amember of a limited-liability company who:

1. Does not own a members interest in the company;

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

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

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

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

NRS 86.101 Operatingagreement defined. Operating agreementmeans any valid written agreement of the members as to the affairs of alimited-liability company and the conduct of its business.

(Added to NRS by 1991, 1293)

NRS 86.111 Realproperty defined. Real property includesland, any interest, leasehold or estate in land, and any improvements on it.

(Added to NRS by 1991, 1293)

NRS 86.116 Recorddefined. Record means information that is inscribedon a tangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

(Added to NRS by 2003, 3134)

NRS 86.121 Registeredoffice defined. Registered office of a limited-liabilitycompany means the office maintained at the street address of its residentagent.

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

NRS 86.125 Residentagent defined. Resident agent means theagent appointed by the company upon whom process or a notice or demandauthorized by law to be served upon the company may be served.

(Added to NRS by 1995, 2106)

NRS 86.1255 Seriesand series of members defined. Series andseries of members are synonymous terms and, unless the context otherwise requires,mean a series of members interests having separate rights, powers or dutieswith respect to property, obligations or profits and losses associated withproperty or obligations, which are specified in the articles of organization oroperating agreement or specified by one or more members or managers or otherpersons as provided in the articles of organization or operating agreement.

(Added to NRS by 2005, 2189)

NRS 86.126 Signdefined. Sign means to affix a signature toa record.

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

NRS 86.127 Signaturedefined. Signature means a name, word,symbol or mark executed or otherwise adopted, or a record encrypted orsimilarly processed in whole or in part, by a person with the present intent toidentify himself and adopt or accept a record. The term includes, withoutlimitation, an electronic signature as defined in NRS 719.100.

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

NRS 86.128 Streetaddress defined. Street address of aresident agent means the actual physical location in this State at which aresident agent is available for service of process.

(Added to NRS by 1999, 1610)

NRS 86.131 Applicabilityof chapter to foreign and interstate commerce. Theprovisions of this chapter apply to commerce with foreign nations and among theseveral states. It is the intention of the Legislature by enactment of thischapter that the legal existence of limited-liability companies formed underthis chapter be recognized beyond the limits of this State and that, subject toany reasonable requirement of registration, any such company transactingbusiness outside this State be granted protection of full faith and creditunder Section 1 of Article IV of the Constitution of the United States.

(Added to NRS by 1991, 1304)

NRS 86.135 Amendmentor repeal of provisions of chapter; chapter deemed part of articles of company. The provisions of this chapter may be amended or repealedat the pleasure of the legislature. A limited-liability company createdpursuant to the provisions of this chapter or availing itself of any of the provisionsof this chapter and all members and managers of the limited-liability companyare bound by the amendment. An amendment or repeal does not take away or impairany remedy against a limited-liability company or its managers or members for aliability that has been previously incurred. The provisions of this chapter andall amendments thereof are a part of the articles of every limited-liabilitycompany.

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

ORGANIZATION

NRS 86.141 Purposefor organization.

1. Except as otherwise provided in subsection 2, alimited-liability company may be organized under this chapter for any lawfulpurpose.

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

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

NRS 86.151 Filingrequirements.

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

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

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

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

3. A signer of the articles of organization or amanager designated in the articles does not thereby become a member of thecompany. At all times after commencement of business by the company, thecompany must have one or more members. The filing of the articles does not, byitself, 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 Perpetualexistence of company. Unless otherwiseprovided in its articles of organization or operating agreement, alimited-liability company has perpetual existence.

(Added to NRS by 1997, 714)

NRS 86.161 Articlesof 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 residentagent, and the mailing address of the resident agent if different from thestreet address;

(c) The name and address, either residence or business,of each of the organizers signing the articles;

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

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

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

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

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

(2) Indicating that the relative rights, powersand duties of the series will be set forth in the operating agreement orestablished as provided in the operating agreement.

2. The articles may set forth any other provision, notinconsistent with law, which the members elect to set out in the articles oforganization for the regulation of the internal affairs of the company,including any provisions which under this chapter are required or permitted tobe set out in the operating agreement of the company.

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

(a) The rights of the members to contract debts onbehalf of the limited-liability company if the limited-liability company ismanaged by its members;

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

(c) Any of the powers enumerated in this chapter.

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

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

1. The name of a limited-liability company formedunder the provisions of this chapter must contain the words Limited-LiabilityCompany, Limited Liability Company, Limited Company, or Limited or theabbreviations Ltd., L.L.C., L.C., LLC or LC. The word Company maybe abbreviated as Co.

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

3. For the purposes of this section and NRS 86.176, a proposed name is notdistinguishable from a name on file or reserved name solely because one or theother contains distinctive lettering, a distinctive mark, a trademark or atrade name, or any combination thereof.

4. The name of a limited-liability company whosecharter has been revoked, which has merged and is not the surviving entity orwhose existence has otherwise terminated is available for use by any otherartificial person.

5. The Secretary of State shall not accept for filingany articles of organization for any limited-liability company if the name ofthe limited-liability company contains the word accountant, accounting,accountancy, auditor or auditing unless the Nevada State Board ofAccountancy 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 ofAccountancy under penalty of perjury a written statement that thelimited-liability company is not engaged in the practice of accounting and isnot offering to practice accounting in this State.

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

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

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

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

8. Except as otherwise provided in subsection 7, theSecretary of State shall not accept for filing any articles of organization orcertificate of amendment of articles of organization of any limited-liabilitycompany formed or existing pursuant to the laws of this State which providesthat the name of the limited-liability company contains the words engineer,engineered, engineering, professional engineer, registered engineer orlicensed engineer unless:

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

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

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

(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and

(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.

10. The Secretary of State may adopt regulations thatinterpret 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 SpecialSession, 64; 2005,2190, 2258, 2627)

NRS 86.176 Nameof 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 availableunder NRS 86.171, for the use of anyproposed limited-liability company. During the period, a name so reserved isnot available for use or reservation by any other artificial person forming,organizing, registering or qualifying in the Office of the Secretary of Statepursuant to the provisions of this title without the written, acknowledgedconsent of the person at whose request the reservation was made.

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

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

NRS 86.201 Commencementof organizational existence.

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

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

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

(c) Paying the required filing fees to the Secretary ofState.

2. A limited-liability company must not transactbusiness or incur indebtedness, except that which is incidental to itsorganization 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 Articlesof organization: Notice imparted by filing. Thefact that the articles of organization are on file in the Office of theSecretary of State is notice that the limited-liability company is alimited-liability company and is notice of all other facts sets forth thereinwhich are required to be set forth in the articles of organization, unless theexistence and facts set forth have been rebutted and made a part of a record ofany court of competent jurisdiction.

(Added to NRS by 1991, 1294)

NRS 86.216 Amendmentof articles of organization before issuance of members interest.

1. For any limited-liability company where managementis vested in one or more managers and where no members interest in thelimited-liability company has been issued, at least two-thirds of theorganizers or the managers of the limited-liability company may amend thearticles of organization of the limited-liability company by signing and filingwith the Secretary of State a certificate amending, modifying, changing oraltering the articles, in whole or in part. The certificate must state that:

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

(b) As of the date of the certificate, no membersinterest in the limited-liability company has been issued.

2. A certificate filed pursuant to this section iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

3. If a certificate filed pursuant to this sectionspecifies an effective date and if no members interest in thelimited-liability company has been issued, the managers of thelimited-liability company may terminate the effectiveness of the certificate byfiling a certificate of termination with the Secretary of State that:

(a) Identifies the certificate being terminated;

(b) States that no members interest in thelimited-liability company has been issued;

(c) States that the effectiveness of the certificatehas been terminated;

(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 anymatter not in conformity with this chapter.

(Added to NRS by 2005, 2189)

NRS 86.221 Amendmentand restatement of articles of organization.

1. The articles of organization of a limited-liabilitycompany may be amended for any purpose, not inconsistent with law, asdetermined by all of the members or permitted by the articles or an operatingagreement.

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

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

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

(c) The amendment to the articles of organization.

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

4. Restated articles of organization may be signed andfiled in the same manner as a certificate of amendment. If the certificatealters or amends the articles in any manner, it must be accompanied by a formprescribed by the Secretary of State setting forth which provisions of thearticles of organization on file with the Secretary of State are being alteredor amended.

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

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

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

(c) The name and address of the resident agent.

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

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

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

2. A certificate of amendment or judicial decree ofamendment is effective upon filing the certificate with the Secretary of Stateor upon a later date specified in the certificate or judicial decree, whichmust not be more than 90 days after the certificate or judicial decree isfiled.

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

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

(b) Identifies the certificate being terminated;

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

(d) States that the effectiveness of the certificatehas been terminated;

(e) Is signed by a manager of the company or, ifmanagement 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 SpecialSession, 65; 2005,2193)

RESIDENT AGENT AND REGISTERED OFFICE

NRS 86.231 Residentagent required; address of registered office; change of address.

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

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

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

NRS 86.235 Residentagent: Revocation of appointment; change of name.

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

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

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

(c) The name and street address of the new residentagent.

2. The new resident agents certificate of acceptancemust 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 aresult of a merger, conversion, exchange, sale, reorganization or amendment,the resident agent shall:

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

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

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

(3) The name and file number of each artificialperson formed, organized, registered or qualified pursuant to the provisions ofthis 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 becomeseffective upon the filing of the proper certificate of change.

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

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

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

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

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

(c) Copies of any then effective operating agreement ofthe company.

2. Records kept pursuant to this section are subjectto inspection and copying at the reasonable request, and at the expense, of anymember during ordinary business hours, unless otherwise provided in anoperating agreement.

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

NRS 86.251 Residentagent: Resignation; designation of successor after death, resignation ormovement from State.

1. A resident agent who desires to resign shall:

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

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

Aresignation is not effective until the signed statement is filed with theSecretary of State.

2. The statement of resignation may contain astatement of the affected limited-liability company appointing a successorresident agent for that limited-liability company, giving the agents fullname, street address for the service of process, and mailing address ifdifferent from the street address. A certificate of acceptance signed by thenew resident agent must accompany the statement appointing a successor residentagent.

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

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

5. Each limited-liability company which fails to filea certificate of acceptance signed by the new resident agent within 30 daysafter the death, resignation or removal of its resident agent as provided insubsection 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 SpecialSession, 66)

NRS 86.261 Serviceof process, notice or demand upon resident agent.

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

2. This section does not limit or affect the right toserve any process, notice or demand required or permitted by law to be servedupon 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 Filingrequirements; fees; notice.

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

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

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

(c) The names and titles of all of its managers or, ifthere is no manager, all of its managing members;

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

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

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

2. The limited-liability company shall annuallythereafter, on or before the last day of the month in which the anniversarydate of its organization occurs, file with the Secretary of State, on a formfurnished by him, an amended list containing all of the information required insubsection 1.

3. Each list required by subsections 1 and 2 must beaccompanied by a declaration under penalty of perjury that thelimited-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 toknowingly offer any false or forged instrument for filing in the Office of theSecretary of State.

4. Upon filing:

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

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

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

6. The Secretary of State shall, 90 days before thelast day for filing each list required by subsection 2, cause to be mailed toeach limited-liability company which is required to comply with the provisionsof this section, and which has not become delinquent, a notice of the fee dueunder 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 thepenalty imposed by law.

7. If the list to be filed pursuant to the provisionsof subsection 1 or 2 is defective or the fee required by subsection 4 is notpaid, the Secretary of State may return the list for correction or payment.

8. An annual list for a limited-liability company notin default received by the Secretary of State more than 90 days before its duedate 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 Additionalfiling requirements for certain companies: Criteria; statement; fees.

1. At the time of submitting any list requiredpursuant to NRS 86.263, a limited-liabilitycompany 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 thestatement does not contain any material misrepresentation of fact; and

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

2. A limited-liability company must submit a statementpursuant to this section if the limited-liability company, including its parentand all subsidiaries:

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

(b) Has had, during the previous 5-year period, a totalof 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 1of NRS 598A.060, or which concernsimilar activities prohibited by a substantially similar law of anotherjurisdiction; and

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

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

(a) The jurisdiction in which the investigation wascommenced.

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

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

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

4. The fee collected pursuant to subsection 1 must bedeposited in the Attorney Generals Administration Budget Account and usedsolely for the purpose of investigating any alleged contract, combination orconspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060.

(Added to NRS by 2003, 20th SpecialSession, 58)

NRS 86.266 Certificateof authorization to transact business. If alimited-liability company has filed the initial or annual list in compliancewith NRS 86.263 and has paid theappropriate fee for the filing, the cancelled check or other proof of paymentreceived by the limited-liability company constitutes a certificate authorizingit to transact its business within this State until the last day of the monthin which the anniversary of its formation occurs in the next succeedingcalendar year.

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

NRS 86.269 Addressesof managers and members required; failure to file.

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

2. If the addresses are not stated for each person onany list offered for filing, the Secretary of State may refuse to file thelist, and the limited-liability company for which the list has been offered forfiling is subject to the provisions of NRS86.272 and 86.274 relating tofailure to file the list within or at the times therein specified, unless alist is subsequently submitted for filing which conforms to the provisions ofthis section.

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

NRS 86.272 Defaultingcompanies: Identification; reinstatement; penalty.

1. Each limited-liability company which is required tomake a filing and pay the fee prescribed in NRS86.263 and 86.264 and which refusesor neglects to do so within the time provided is in default.

2. Upon notification from the Administrator of theReal Estate Division of the Department of Business and Industry that alimited-liability company which is a unit-owners association as defined in NRS 116.011 has failed to register pursuantto NRS 116.31158 or failed to pay thefees pursuant to NRS 116.31155, theSecretary of State shall deem the limited-liability company to be in default.If, after the limited-liability company is deemed to be in default, theAdministrator notifies the Secretary of State that the limited-liabilitycompany has registered pursuant to NRS116.31158 and paid the fees pursuant to NRS116.31155, the Secretary of State shall reinstate the limited-liabilitycompany if the limited-liability company complies with the requirements forreinstatement as provided in this section and NRS86.276.

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

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

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

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

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

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

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

3. The Secretary of State shall compile a completelist containing the names of all limited-liability companies whose right totransact business has been forfeited.

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

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

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

5. If the charter of a limited-liability company isrevoked and the right to transact business is forfeited, all of the propertyand 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 hadwith respect to its property and assets as apply to the dissolution of alimited-liability company pursuant to NRS86.505 and 86.521. Any personinterested may institute proceedings at any time after a forfeiture has beendeclared, but, if the Secretary of State reinstates the charter, theproceedings must be dismissed and all property restored to the company.

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

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

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

Any balanceremaining 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 SpecialSession, 69)

NRS 86.276 Defaultingcompanies: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate any limited-liability company whichhas forfeited or which forfeits its right to transact business pursuant to theprovisions of this chapter and shall restore to the company its right to carryon business in this State, and to exercise its privileges and immunities, ifit:

(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 appointmentsigned 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 thereofduring 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 thelimited-liability company, he shall issue to the company a certificate ofreinstatement 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 areinstatement unless all delinquent fees and penalties have been paid, and therevocation of the charter occurred only by reason of failure to pay the feesand penalties.

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

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

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

1. Except as otherwise provided in subsection 2, if alimited-liability company applies to reinstate its charter but its name hasbeen legally acquired or reserved by any other artificial person formed,organized, registered or qualified pursuant to the provisions of this titlewhose name is on file with the Office of the Secretary of State or reserved inthe 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 nameunder which it desires its existence to be reinstated. If that name isdistinguishable from all other names reserved or otherwise on file, theSecretary of State shall reinstate the limited-liability company under that newname.

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

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

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

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

OPERATION

NRS 86.281 Generalpowers. A limited-liability company organizedand existing pursuant to this chapter may exercise the powers and privilegesgranted 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 personalproperty, 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 otherwiseacquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge orotherwise dispose of, and otherwise use and deal in and with shares, membersinterests or other interests in or obligations of domestic or foreignlimited-liability companies, domestic or foreign corporations, joint venturesor similar associations, general or limited partnerships or natural persons, ordirect or indirect obligations of the United States or of any government,state, territory, governmental district or municipality or of anyinstrumentality of it;

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

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

8. Conduct its business, carry on its operations andhave 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 dutiesand fix their compensation;

10. Cease its activities and surrender its articles oforganization;

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

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

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

NRS 86.286 Operatingagreement.

1. A limited-liability company may, but is notrequired to, adopt an operating agreement. An operating agreement may beadopted 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. Unlessotherwise provided in the operating agreement, amendments to the agreement maybe adopted only by the unanimous vote or unanimous written consent of thepersons who are members at the time of amendment.

2. An operating agreement may be adopted before, afteror at the time of the filing of the articles of organization and, whetherentered into before, after or at the time of the filing, may become effectiveat the formation of the limited-liability company or at a later date specifiedin the operating agreement. If an operating agreement is adopted before thefiling of the articles of organization or before the effective date offormation specified in the articles of organization, the operating agreement isnot effective until the effective date of formation of the limited-liabilitycompany.

3. An operating agreement may provide that acertificate of limited-liability company interest issued by thelimited-liability company may evidence a members interest in alimited-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 thearticles of organization, management of a limited-liability company is vestedin its members in proportion to their contribution to its capital, as adjustedfrom time to time to reflect properly any additional contributions orwithdrawals by the members.

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

3. If provision is made in the articles oforganization, 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 operatingagreement of the company. The manager or managers also hold the offices andhave the responsibilities accorded to them by the members and set out in theoperating agreement.

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

NRS 86.293 Noneconomicmembers. The articles of organization or operatingagreement of a limited-liability company may provide for one or more noneconomicmembers or classes of noneconomic members.

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

NRS 86.296 Classesof members or managers; series of members.

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

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

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

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

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

Unless otherwise provided in the articles of organization or operatingagreement, no debts, liabilities, obligations and expenses incurred, contractedfor or otherwise existing with respect to the company generally or any otherseries are enforceable against the assets of the series.

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

5. Unless otherwise provided in the articles oforganization or operating agreement, any event described in this chapter or inthe articles of organization or operating agreement that causes a manager tocease to be a manager with respect to a series does not, in itself, cause themanager to cease to be a manager with respect to the company or with respect toany other series. Unless otherwise provided in the articles of organization oroperating agreement, any event described in this chapter or in the articles oforganization or operating agreement that causes a manager to cease to beassociated with a series does not, in itself, cause the member to cease to beassociated with any other series, terminate the continued membership of amember in the company or cause the termination of the series, regardless ofwhether 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 Limitationon authority to contract debt or incur liability. Exceptas otherwise provided in this chapter, its articles of organization or itsoperating agreement, no debt may be contracted or liability incurred by or onbehalf of a limited-liability company, except by:

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

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

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

4. Any agent, officer, employee or otherrepresentative of the company authorized in the operating agreement or inanother 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. Realand 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 providedin the companys articles of organization or operating agreement, instrumentsand records providing for the acquisition, mortgage or disposition of propertyof the company are valid and binding upon the company if signed by:

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

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

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

4. Any agent, officer, employee or otherrepresentative of the company authorized in the operating agreement or inanother 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 Contributionsto capital: Form. The contributions to capitalof a member to a limited-liability company may be in cash, property or servicesrendered, or a promissory note or other binding obligation to contribute cashor property or to perform services.

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

NRS 86.331 Resignationor withdrawal of member: Limitation; payment to member who rightfully resignsor withdraws.

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

2. If a member has a right to resign or withdraw, theamount that a resigning or withdrawing member is entitled to receive from thecompany for his interest must be determined pursuant to the provisions of thischapter, chapter 463 of NRS, the articles oforganization or the operating agreement. If not otherwise provided therein, aresigning or withdrawing member is entitled to receive, within a reasonabletime after resignation or withdrawal, the fair market value of his interest onthe date of resignation or withdrawal.

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

NRS 86.335 Resignationor withdrawal of member in violation of operating agreement; loss of right toparticipate upon resignation or withdrawal. Exceptas otherwise provided in this chapter, chapter 463of NRS, the articles of organization or the operating agreement:

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

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

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

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

(Added to NRS by 1997, 714)

NRS 86.341 Distributionof profits. A limited-liability company may,from time to time, divide the profits of its business and distribute them toits members, and any transferee as his interest may appear, upon the basisstipulated in the operating agreement. If the operating agreement does nototherwise provide, profits and losses must be allocated proportionately to thevalue, as shown in the records of the company, of the contributions made byeach member and not returned.

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

NRS 86.343 Distributionof profits and contributions: Prohibition; applicable determinations; liabilityof member for violation.

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

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

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

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

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

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

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

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

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

(c) Any other method that is reasonable in thecircumstances.

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

(a) In the case of a distribution by purchase,redemption or other acquisition by the company of members interests, as of theearlier of:

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

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

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

(c) In all other cases, as of:

(1) The date on which the distribution isauthorized if the payment occurs within 120 days after the date ofauthorization; or

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

5. Indebtedness of the company, or a series of thecompany, including indebtedness issued as a distribution, is not considered aliability for purposes of determinations pursuant to this section if its termsprovide that payment of principal and interest are to be made only if and tothe extent that payment of a distribution to the members could then be madepursuant to this section. If the indebtedness is issued as a distribution, eachpayment of principal or interest must be treated as a distribution, the effectof which must be measured as of the date of payment.

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

7. A member who receives a distribution from alimited-liability company in violation of this section is not liable to thelimited-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 theexpiration of 3 years after the date of the distribution unless an action torecover the distribution from the member is commenced before the expiration ofthe 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 operatingagreement, a member, regardless of the nature of his contributions, or atransferee, regardless of the nature of his predecessors contributions, has noright to demand or receive any distribution from a limited-liability company inany form other than cash.

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

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

NRS 86.351 Natureand transfer of members interest; rights of transferee; substituted members.

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

2. A substituted member has all the rights and powersand is subject to all the restrictions and liabilities of his transferor,except that the substitution of the transferee does not release the transferorfrom 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 Liabilityof persons assuming to act as company without authority. All persons who assume to act as a limited-liabilitycompany without authority to do so are jointly and severally liable for alldebts and liabilities of the company.

(Added to NRS by 1991, 1304)

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

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

NRS 86.381 Memberof company is not proper party in proceeding by or against company; exception. A member of a limited-liability company is not a properparty to proceedings by or against the company, except where the object is toenforce the members right against or liability to the company.

(Added to NRS by 1991, 1304)

NRS 86.391 Liabilityof member to company.

1. A member is liable to a limited-liabilitycompany:

(a) For a difference between his contributions tocapital as actually made and as stated in the articles of organization oroperating agreement as having been made; and

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

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

3. The liabilities of a member as set out in thissection 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 thecompany to enforce the liabilities if he extended credit or his claim arosebefore the effective date of an amendment of the articles of organization oroperating agreement effecting the waiver or compromise.

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

NRS 86.401 Rightsand remedies of creditor of member.

1. On application to a court of competent jurisdictionby a judgment creditor of a member, the court may charge the members interestwith payment of the unsatisfied amount of the judgment with interest. To theextent so charged, the judgment creditor has only the rights of an assignee ofthe members interest.

2. This section:

(a) Provides the exclusive remedy by which a judgmentcreditor of a member or an assignee of a member may satisfy a judgment out ofthe members interest of the judgment debtor.

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

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

NRS 86.411 Indemnificationof manager, member, employee or agent: Proceeding other than by company. A limited-liability company may indemnify any person whowas 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, administrativeor investigative, except an action by or in the right of the company, by reasonof the fact that he is or was a manager, member, employee or agent of thecompany, 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 attorneys fees, judgments, fines and amounts paid in settlementactually and reasonably incurred by him in connection with the action, suit orproceeding if he acted in good faith and in a manner which he reasonablybelieved 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 tobelieve his conduct was unlawful. The termination of any action, suit orproceeding by judgment, order, settlement or conviction, or upon a plea of nolocontendere or its equivalent, does not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the limited-liabilitycompany, and that, with respect to any criminal action or proceeding, he hadreasonable cause to believe that his conduct was unlawful.

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

NRS 86.421 Indemnificationof manager, member, employee or agent: Proceeding by company. A limited-liability company may indemnify any person whowas 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 toprocure a judgment in its favor by reason of the fact that he is or was amanager, member, employee or agent of the company, or is or was serving at therequest of the company as a manager, member, employee or agent of anotherlimited-liability company, corporation, partnership, joint venture, trust orother enterprise against expenses, including amounts paid in settlement andattorneys fees actually and reasonably incurred by him in connection with thedefense or settlement of the action or suit if he acted in good faith and in amanner in which he reasonably believed to be in or not opposed to the bestinterests of the company. Indemnification may not be made for any claim, issueor matter as to which such a person has been adjudged by a court of competentjurisdiction, after exhaustion of all appeals therefrom, to be liable to thecompany or for amounts paid in settlement to the company, unless and only tothe extent that the court in which the action or suit was brought or othercourt of competent jurisdiction determines upon application that in view of allthe circumstances of the case, he is fairly and reasonably entitled toindemnity for such expenses as the court deems proper.

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

NRS 86.431 Indemnificationof 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 themerits or otherwise in defense of any action, suit or proceeding described in NRS 86.411 and 86.421, or in defense of any claim, issueor matter therein, the company shall indemnify him against expenses, includingattorneys fees, actually and reasonably incurred by him in connection with thedefense.

2. Any indemnification under NRS 86.411 and 86.421, unless ordered by a court oradvanced pursuant to NRS 86.441, may bemade by the limited-liability company only as authorized in the specific caseupon a determination that indemnification of the manager, member, employee oragent is proper in the circumstances. The determination must be made:

(a) By the members or managers as provided in thearticles of organization or the operating agreement;

(b) If there is no provision in the articles oforganization or the operating agreement, by a majority in interest of themembers who are not parties to the action, suit or proceeding;

(c) If a majority in interest of the members who arenot parties to the action, suit or proceeding so order, by independent legalcounsel in a written opinion; or

(d) If members who are not parties to the action, suitor proceeding cannot be obtained, by independent legal counsel in a writtenopinion.

(Added to NRS by 1991, 1298; A 1993, 1017; 1997, 722)

NRS 86.441 Indemnificationof member or manager: Advancement of expenses. Thearticles of organization, the operating agreement or a separate agreement madeby a limited-liability company may provide that the expenses of members andmanagers incurred in defending a civil or criminal action, suit or proceedingmust be paid by the company as they are incurred and in advance of the finaldisposition of the action, suit or proceeding, upon receipt of an undertakingby or on behalf of the manager or member to repay the amount if it isultimately determined by a court of competent jurisdiction that he is notentitled to be indemnified by the company. The provisions of this section donot affect any rights to advancement of expenses to which personnel of thecompany other than managers or members may be entitled under any contract orotherwise by law.

(Added to NRS by 1991, 1299; A 1997, 723)

NRS 86.451 Indemnificationof manager, member, employee or agent: Effect of provisions on other rights;continuation after cessation of status. Indemnificationor advancement of expenses authorized in or ordered by a court pursuant to NRS 86.411 to 86.441, inclusive:

1. Does not exclude any other rights to which a personseeking indemnification or advancement of expenses may be entitled under thearticles of organization or any operating agreement, vote of members ordisinterested managers, if any, or otherwise, for an action in his officialcapacity or an action in another capacity while holding his office, except thatindemnification, unless ordered by a court pursuant to NRS 86.421 or for the advancement ofexpenses made pursuant to NRS 86.441,may not be made to or on behalf of any member or manager if a finaladjudication establishes that his acts or omissions involved intentionalmisconduct, fraud or a knowing violation of the law and was material to thecause of action.

2. Continues for a person who has ceased to be amember, manager, employee or agent and inures to the benefit of his heirs,executors and administrators.

(Added to NRS by 1991, 1299; A 1997, 723)

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

1. A limited-liability company may purchase andmaintain insurance or make other financial arrangements on behalf of any personwho is or was a member, manager, employee or agent of the company, or is or wasserving at the request of the company as a manager, member, employee or agentof another corporation, limited-liability company, partnership, joint venture,trust or other enterprise for any liability asserted against him and liability andexpenses incurred by him in his capacity as a manager, member, employee oragent, or arising out of his status as such, whether or not the company has theauthority to indemnify him against such liability and expenses.

2. The other financial arrangements made by thecompany pursuant to subsection 1 may include:

(a) The creation of a trust fund.

(b) The establishment of a program of self-insurance.

(c) The securing of its obligation of indemnificationby granting a security interest or other lien on any assets of the company.

(d) The establishment of a letter of credit, guarantyor surety.

No financialarrangement made pursuant to this subsection may provide protection for aperson adjudged by a court of competent jurisdiction, after exhaustion of allappeals therefrom, to be liable for intentional misconduct, fraud or a knowingviolation of law, except with respect to the advancement of expenses orindemnification ordered by a court.

3. Any insurance or other financial arrangement madeon behalf of a person pursuant to this section may be provided by the companyor any other person approved by the managers, if any, or by the members, if nomanagers exist, even if all or part of the other persons members interest inthe company is owned by the company.

(Added to NRS by 1991, 1299)

NRS 86.471 Effectof providing insurance or other financial arrangements against liability ofmember, manager, employee or agent. In theabsence of fraud:

1. The decision of a limited-liability company as tothe propriety of the terms and conditions of any insurance or other financialarrangement made pursuant to NRS 86.461and the choice of the person to provide the insurance or other financial arrangementis conclusive; and

2. The insurance or other financial arrangement:

(a) Is not void or voidable; and

(b) Does not subject any manager or member approving itto personal liability for his action,

even if amanager or member approving the insurance or other financial arrangement is abeneficiary of the insurance or other financial arrangement.

(Added to NRS by 1991, 1300)

NRS 86.481 Exclusionof company which provides self-insurance from title 57 of NRS. A limited-liability company or its subsidiary whichprovides self-insurance for itself or for an affiliated limited-liabilitycompany pursuant to NRS 86.461 is notsubject to the provisions of title 57 of NRS.

(Added to NRS by 1991, 1300)

DERIVATIVE ACTIONS

NRS 86.483 Authorityof member to bring action. A member, when permittedby the terms of the articles of organization or operating agreement, may bringan action in the right of a limited-liability company to recover a judgment inits favor if managers or members with authority to do so have refused to bringthe action or if an effort to cause those managers or members to bring theaction is not likely to succeed.

(Added to NRS by 2001, 1385; A 2001, 3199; 2003, 3141)

NRS 86.485 Qualificationsof plaintiff. In a derivative action, theplaintiff must be a member at the time of the transaction of which hecomplains.

(Added to NRS by 2001, 1386; A 2001, 3199; 2003, 3141)

NRS 86.487 Pleading. In a derivative action, the complaint must set forth withparticularity:

1. The effort of the plaintiff to secure initiation ofthe action by a manager or member; or

2. The reasons for the plaintiff not making the effortto secure initiation of the action by a manager or member.

(Added to NRS by 2001, 1386; A 2001, 3199)

NRS 86.489 Expenses. If a derivative action is successful, in whole or in part,or if anything is received by the plaintiff as a result of a judgment,compromise or settlement of an action or claim, the court may award theplaintiff reasonable expenses, including reasonable attorneys fees, and shalldirect him to remit to the limited-liability company the remainder of thoseproceeds received by him.

(Added to NRS by 2001, 1386; A 2001, 3199)

DISSOLUTION

NRS 86.491 Eventsrequiring dissolution and winding up of affairs; effect of certain eventsaffecting member.

1. A limited-liability company must be dissolved andits affairs wound up:

(a) At the time, if any, specified in the articles oforganization;

(b) Upon the occurrence of an event specified in anoperating agreement;

(c) Unless otherwise provided in the articles oforganization or operating agreement, upon the affirmative vote or writtenagreement of all the members; or

(d) Upon entry of a decree of judicial dissolutionpursuant to NRS 86.495.

2. The affairs of a series of a limited-liabilitycompany must be wound up:

(a) At the time, if any, specified in the articles oforganization;

(b) Upon the occurrence of an event specified in theoperating agreement;

(c) Unless otherwise provided in the articles oforganization or operating agreement, upon the affirmative vote or written agreementof all the members associated with the series; or

(d) Upon entry of a decree of judicial termination ofthe series pursuant to NRS 86.495.

3. Unless otherwise provided in the articles oforganization or operating agreement, upon the occurrence of an event requiringthe affairs of a series to be wound up, a manager of the series who has notwrongfully terminated the series or, if none, the members associated with aseries, or a person approved by all those members, may wind up the affairs ofthe series. Unless otherwise provided in the articles of organization oroperating agreement, the person or persons winding up the affairs of theseries:

(a) May take all actions necessary or proper to wind upthe affairs of the series; and

(b) Shall distribute the assets of the series asprovided in NRS 86.521 to the creditorsof the series and the members associated with the series.

4. Except as otherwise provided in the articles oforganization or operating agreement, the death, retirement, resignation,expulsion, bankruptcy, dissolution or dissociation of a member or any otherevent affecting a member, including, without limitation, a sole member, doesnot:

(a) Terminate the status of the person as a member; or

(b) Cause the limited-liability company to be dissolvedor its affairs to be wound up.

5. Except as otherwise provided in the articles oforganization or operating agreement, upon the death of a natural person who isthe sole member of a limited-liability company or the sole member associatedwith a series, the status of the member, including the members interest, maypass to the heirs, successors and assigns of the member by will or applicablelaw. The heir, successor or assign of the members interest becomes asubstituted member pursuant to NRS 86.351,subject to administration as provided by applicable law, without the permissionor consent of the heirs, successors or assigns or those administering theestate of the deceased member.

(Added to NRS by 1991, 1302; A 1995, 2112; 1997, 723;2001, 1394, 3199; 2005, 2195)

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

1. Upon application by or for a member, the districtcourt may decree dissolution of a limited-liability company whenever it is notreasonably practicable to carry on the business of the company in conformity withthe articles of organization or operating agreement.

2. Upon application by or for a member of a series,the district court may decree the termination of the series only, and not thedissolution of the company, whenever it is not reasonably practicable to carryon the business of the series in conformity with the articles of organizationor operating agreement.

(Added to NRS by 2001, 1385; A 2001, 3199; 2005, 2196)

NRS 86.505 Continuationof company after dissolution for winding up of affairs; limitation on actionsby or against dissolved company. Thedissolution of a limited-liability company does not impair any remedy or causeof action available to or against it or its managers or members arising beforeits dissolution and commenced within 2 years after the date of the dissolution.A dissolved company continues as a company for the purpose of prosecuting anddefending suits, actions, proceedings and claims of any kind or nature by oragainst it and of enabling it gradually to settle and close its business, tocollect and discharge its obligations, to dispose of and convey its property,and to distribute its assets, but not for the purpose of continuing thebusiness for which it was established.

(Added to NRS by 1995, 2106; A 1997, 724)

NRS 86.521 Distributionof assets after dissolution.

1. In settling accounts after dissolution, theliabilities of a limited-liability company are entitled to payment in thefollowing order:

(a) Those to creditors, including members who arecreditors, in the order of priority as provided and to the extent otherwisepermitted by law, except those to members of the limited-liability company onaccount of their contributions;

(b) Those to members of the limited-liability companyin respect of their share of the profits and other compensation by way ofincome on their contributions; and

(c) Those to members of the limited-liability companyin respect of their contributions to capital.

2. Subject to any statement in the operatingagreement, members share in the companys assets in respect to their claims forcapital and in respect to their claims for profits or for compensation by wayof income on their contributions, respectively, in proportion to the respectiveamounts of the claims.

(Added to NRS by 1991, 1303; A 1995, 2113)

NRS 86.531 Articlesof dissolution: Required provisions.

1. When all debts, liabilities and obligations havebeen paid and discharged or adequate provision has been made therefor and allof the remaining property and assets have been distributed to the members,articles of dissolution must be prepared and signed setting forth:

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

(b) That all debts, obligations and liabilities havebeen paid and discharged or that adequate provision has been made therefor;

(c) That all the remaining property and assets havebeen distributed among its members in accordance with their respective rightsand interests; and

(d) That there are no suits pending against the companyin any court or that adequate provision has been made for the satisfaction ofany judgment, order or decree which may be entered against it in any pendingsuit.

2. The articles must be signed by a manager, or ifthere is no manager by a member, of the company.

(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616)

NRS 86.541 Articlesof dissolution: Filing; effect of filing.

1. The signed articles of dissolution must be filedwith the Secretary of State. Articles of dissolution are effective upon filingthe articles with the Secretary of State or upon a later date specified in thearticles, which must not be more than 90 days after the articles are filed.

2. Upon the filing of the articles of dissolution orupon a later date specified in the articles, the existence of the companyceases, except for the purpose of suits, other proceedings and appropriateaction as provided in this chapter. The manager or managers in office at thetime of dissolution, or the survivors of them, are thereafter trustees for themembers and creditors of the dissolved company and as such have authority todistribute any property of the company discovered after dissolution, conveyreal estate and take such other action as may be necessary on behalf of and inthe name of the dissolved company.

(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616; 2001, 1394, 3199; 2005, 2197)

FOREIGN LIMITED-LIABILITY COMPANIES

NRS 86.543 Lawgoverning organization, internal affairs and liability of managers and members. Subject to the Constitution of this State:

1. The laws of the state, pursuant to which a foreignlimited-liability company is organized, govern its organization, internalaffairs and the liability of its managers and members; and

2. A foreign limited-liability company may not bedenied registration by reason of any difference between the laws of the stateof organization and the laws of this State.

(Added to NRS by 2001, 1386; A 2001, 3199)

NRS 86.544 Filingrequirements; required provisions of application for registration. Before transacting business in this State, a foreignlimited-liability company must register with the Secretary of State. In orderto register, a foreign limited-liability company must submit to the Secretaryof State an application for registration as a foreign limited-liabilitycompany, signed by a manager of the company or, if management is not vested ina manager, a member of the company and a signed certificate of acceptance of aresident agent. The application for registration must set forth:

1. The name of the foreign limited-liability companyand, if different, the name under which it proposes to register and transactbusiness in this State;

2. The state and date of its formation;

3. The name and address of the resident agent in thisState whom the foreign limited-liability company elects to appoint;

4. A statement that the Secretary of State isappointed the agent of the foreign limited-liability company for service ofprocess if the authority of the resident agent has been revoked, or if theresident agent has resigned or cannot be found or served with the exercise ofreasonable diligence;

5. The address of the office required to be maintainedin the state of its organization by the laws of that state or, if not sorequired, of the principal office of the foreign limited-liability company;

6. The name and business address of each manager or,if management is not vested in a manager, each member;

7. The address of the office at which is kept a listof the names and addresses of the members and their capital contributions,together with an undertaking by the foreign limited-liability company to keepthose records until the registration in this State of the foreignlimited-liability company is cancelled or withdrawn; and

8. If the foreign limited-liability company has one ormore series of members and if the debts or liabilities of a series areenforceable against the assets of that series only and not against the assetsof the company generally or another series, a statement to that effect.

(Added to NRS by 2001, 1386; A 2001, 3199; 2003, 3141; 2005, 2197)

NRS 86.545 Issuanceof certificate of registration by Secretary of State. Ifthe Secretary of State finds that an application for registration conforms tolaw and all requisite fees have been paid, he shall issue a certificate ofregistration to transact business in this State and mail it to the person whofiled the application or his representative.

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

NRS 86.546 Namefor registration. A foreign limited-liabilitycompany may register with the Secretary of State under any name, whether or notit is the name under which it is registered in its state of organization, whichcontains the words required by NRS 86.171and which could be registered by a domestic limited-liability company.

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

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

1. Each foreign limited-liability company doingbusiness in this State shall, on or before the last day of the first monthafter the filing of its application for registration as a foreignlimited-liability company with the Secretary of State, and annually thereafteron or before the last day of the month in which the anniversary date of itsqualification to do business in this State occurs in each year, file with theSecretary of State a list on a form furnished by him that contains:

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

(b) The file number of the foreign limited-liabilitycompany, if known;

(c) The names and titles of all its managers or, ifthere is no manager, all its managing members;

(d) The address, either residence or business, of eachmanager or managing member listed pursuant to paragraph (c);

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

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

2. Each list filed pursuant to this section must beaccompanied by a declaration under penalty of perjury that the foreignlimited-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 toknowingly offer any false or forged instrument for filing with the Office ofthe Secretary of State.

3. Upon filing:

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

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

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

5. The Secretary of State shall, 90 days before thelast day for filing each annual list required by this section, cause to bemailed to each foreign limited-liability company which is required to complywith the provisions of NRS 86.5461 to 86.5468, inclusive, and which has notbecome delinquent, the blank forms to be completed and filed with him. Failureof any foreign limited-liability company to receive the forms does not excuseit from the penalty imposed by the provisions of NRS 86.5461 to 86.5468, inclusive.

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

7. An annual list for a foreign limited-liabilitycompany not in default which is received by the Secretary of State more than 90days before its due date must be deemed an amended list for the previous yearand does not satisfy the requirements of this section for the year to which thedue date is applicable.

(Added to NRS by 2003, 20th SpecialSession, 60; A 2005,2260)

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

1. At the time of submitting any list requiredpursuant to NRS 86.5461, a foreignlimited-liability company that meets the criteria set forth in subsection 2must submit:

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

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

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

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

(b) Has had, during the previous 5-year period, a totalof five or more investigations commenced against the foreign limited-liabilitycompany, its parent or its subsidiaries in any jurisdiction within the UnitedStates, including all state and federal investigations:

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

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

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

(a) The jurisdiction in which the investigation wascommenced.

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

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

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

4. The fee collected pursuant to subsection 1 must bedeposited in the Attorney Generals Administration Budget Account and usedsolely for the purpose of investigating any alleged contract, combination orconspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060.

(Added to NRS by 2003, 20th SpecialSession, 61)

NRS 86.5463 Certificateof authorization to transact business. If a foreignlimited-liability company has filed the initial or annual list in compliancewith NRS 86.5461 and has paid theappropriate fee for the filing, the cancelled check or other proof of paymentreceived by the foreign limited-liability company constitutes a certificateauthorizing it to transact its business within this State until the last day ofthe month in which the anniversary of its qualification to transact businessoccurs in the next succeeding calendar year.

(Added to NRS by 2003, 20th SpecialSession, 61)

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

1. Each list required to be filed under the provisionsof NRS 86.5461 to 86.5468, inclusive, must, after the nameof each manager or, if there is no manager, each of its managing members listedthereon, set forth the address, either residence or business, of each manageror managing member.

2. If the addresses are not stated for each person onany list offered for filing, the Secretary of State may refuse to file thelist, and the foreign limited-liability company for which the list has beenoffered for filing is subject to all the provisions of NRS 86.5461 to 86.5468, inclusive, relating to failure tofile the list within or at the times therein specified, unless a list issubsequently submitted for filing which conforms to the provisions of thissection.

(Added to NRS by 2003, 20th SpecialSession, 62)

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

1. Each foreign limited-liability company which isrequired to make a filing and pay the fee prescribed in NRS 86.5461 to 86.5468, inclusive, and which refuses orneglects to do so within the time provided is in default.

2. For default there must be added to the amount ofthe fee a penalty of $75, and unless the filing is made and the fee and penaltyare paid on or before the last day of the month in which the anniversary dateof the foreign limited-liability company occurs, the defaulting foreignlimited-liability company by reason of its default forfeits its right totransact any business within this State. The fee and penalty must be collectedas provided in this chapter.

(Added to NRS by 2003, 20th SpecialSession, 62)

NRS 86.5466 Defaultingcompanies: Duties of Secretary of State.

1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign limited-liability companydeemed in default pursuant to NRS 86.5465.The written notice:

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

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

2. Immediately after the last day of the month inwhich the anniversary date of its organization occurs, the Secretary of Stateshall compile a complete list containing the names of all foreign limited-liabilitycompanies whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign limited-liability companyspecified in subsection 2 of the forfeiture of its right to transact business.The written notice:

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

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

(Added to NRS by 2003, 20th SpecialSession, 62)

NRS 86.5467 Defaultingcompanies: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate a foreign limited-liability companywhich has forfeited or which forfeits its right to transact business under theprovisions of this chapter and shall restore to the foreign limited-liabilitycompany its right to transact business in this State, and to exercise itsprivileges and immunities, if it:

(a) Files with the Secretary of State:

(1) The list required by NRS 86.5461;

(2) The statement required by NRS 86.5462, if applicable; and

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

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 86.5461 and 86.5465 for each year or portion thereofthat its right to transact business was forfeited;

(2) The fee set forth in NRS 86.5462, if applicable; and

(3) A fee of $300 for reinstatement.

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

(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 areinstatement unless all delinquent fees and penalties have been paid and therevocation of the right to transact business occurred only by reason of failureto pay the fees and penalties.

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

(Added to NRS by 2003, 20th SpecialSession, 62)

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

1. Except as otherwise provided in subsection 2, if aforeign limited-liability company applies to reinstate its registration but itsname has been legally reserved or acquired by another artificial person formed,organized, registered or qualified pursuant to the provisions of this titlewhose name is on file with the Office of the Secretary of State or reserved inthe Office of the Secretary of State pursuant to the provisions of this title,the foreign limited-liability company must in its application for reinstatementsubmit in writing to the Secretary of State some other name under which itdesires its existence to be reinstated. If that name is distinguishable fromall other names reserved or otherwise on file, the Secretary of State shallreinstate the foreign limited-liability company under that new name.

2. If the applying foreign limited-liability companysubmits the written, acknowledged consent of the artificial person having aname, or the person who has reserved a name, which is not distinguishable fromthe old name of the applying foreign limited-liability company or a new name ithas submitted, it may be reinstated under that name.

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

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

(Added to NRS by 2003, 20th SpecialSession, 63)

NRS 86.547 Cancellationof registration.

1. A foreign limited-liability company may cancel itsregistration by filing with the Secretary of State a certificate ofcancellation signed by a manager of the company or, if management is not vestedin a manager, a member of the company. The certificate, which must beaccompanied by the required fees, must set forth:

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

(b) The effective date of the cancellation if otherthan the date of the filing of the certificate of cancellation, which must notbe more than 90 days after the certificate is filed; and

(c) Any other information deemed necessary by themanager of the company or, if management is not vested in a manager, a memberof the company.

2. A cancellation pursuant to this section does notterminate the authority of the Secretary of State to accept service of processon the foreign limited-liability company with respect to causes of actionarising from the transaction of business in this State by the foreignlimited-liability company.

(Added to NRS by 2001, 1387; A 2001, 3199; 2003, 20th SpecialSession, 71; 2005,2197)

NRS 86.548 Transactionof business without registration.

1. A foreign limited-liability company transactingbusiness in this State may not maintain any action, suit or proceeding in anycourt of this State until it has registered in this State.

2. The failure of a foreign limited-liability companyto register in this State does not impair the validity of any contract or actof the foreign limited-liability company, or prevent the foreign limited-liabilitycompany from defending any action, suit or proceeding in any court of thisState.

3. A foreign limited-liability company, by transactingbusiness in this State without registration, appoints the Secretary of State asits agent for service of process with respect to causes of action arising outof the transaction of business in this State by the foreign limited-liabilitycompany.

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

NRS 86.5483 Activitiesnot constituting transaction of business.

1. For the purposes of NRS 86.543 to 86.549, inclusive, the following activitiesdo not constitute transacting business in this State:

(a) Maintaining, defending or settling any proceeding;

(b) Holding meetings of the managers or members orcarrying on other activities concerning internal company affairs;

(c) Maintaining accounts in banks or credit unions;

(d) Maintaining offices or agencies for the transfer,exchange and registration of the companys own securities or maintainingtrustees or depositaries with respect to those securities;

(e) Making sales through independent contractors;

(f) Soliciting or receiving orders outside this Statethrough or in response to letters, circulars, catalogs or other forms ofadvertising, accepting those orders outside this State and filling them byshipping goods into this State;

(g) Creating or acquiring indebtedness, mortgages andsecurity interests in real or personal property;

(h) Securing or collecting debts or enforcing mortgagesand security interests in property securing the debts;

(i) Owning, without more, real or personal property;

(j) Isolated transactions completed within 30 days andnot a part of a series of similar transactions;

(k) The production of motion pictures as defined in NRS 231.020;

(l) Transacting business as an out-of-state depositoryinstitution pursuant to the provisions of title 55 of NRS; and

(m) Transacting business in interstate commerce.

2. The list of activities in subsection 1 is notexhaustive.

3. A person who is not transacting business in thisState within the meaning of this section need not qualify or comply with anyprovision of this chapter, title 55 or 56 of NRS or chapter 645A, 645Bor 645E of NRS unless he:

(a) Maintains an office in this State for thetransaction of business; or

(b) Solicits or accepts deposits in the State, exceptpursuant to the provisions of chapter 666 or 666A of NRS.

4. The fact that a person is not transacting businessin this State within the meaning of this section:

(a) Does not affect the determination of whether anycourt, administrative agency or regulatory body in this State may exercisepersonal jurisdiction over the person in any civil action, criminal action,administrative proceeding or regulatory proceeding; and

(b) Except as otherwise provided in subsection 3, doesnot affect the applicability of any other provision of law with respect to theperson and may not be offered as a defense or introduced in evidence in anycivil action, criminal action, administrative proceeding or regulatoryproceeding to prove that the person is not transacting business in this State,including, without limitation, any civil action, criminal action,administrative proceeding or regulatory proceeding involving an allegedviolation of chapter 597, 598 or 598A ofNRS.

5. As used in this section, deposits means demanddeposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS.

(Added to NRS by 2003, 3134)

NRS 86.5487 Determinationof whether solicitation is made or accepted.

1. For the purposes of NRS 86.5483, a solicitation of a depositis made in this State, whether or not either party is present in this State, ifthe solicitation:

(a) Originates in this State; or

(b) Is directed by the solicitor to a destination inthis State and received where it is directed, or at a post office in this Stateif the solicitation is mailed.

2. A solicitation of a deposit is accepted in thisState if acceptance:

(a) Is communicated to the solicitor in this State; and

(b) Has not previously been communicated to thesolicitor, orally or in writing, outside this State.

Acceptanceis communicated to the solicitor in this State, whether or not either party ispresent in this State, if the depositor directs it to the solicitor reasonablybelieving the solicitor to be in this State and it is received where it isdirected, or at any post office in this State if the acceptance is mailed.

3. A solicitation made in a newspaper or otherpublication of general, regular and paid circulation is not made in this Stateif the publication:

(a) Is not published in this State; or

(b) Is published in this State but has had more thantwo-thirds of its circulation outside this State during the 12 months precedingthe solicitation.

If apublication is published in editions, each edition is a separate publication exceptfor material common to all editions.

4. A solicitation made in a radio or televisionprogram or other electronic communication received in this State whichoriginates outside this State is not made in this State. A radio or televisionprogram or other electronic communication shall be deemed to have originated inthis State if the broadcast studio or origin of the source of transmission is locatedwithin the State, unless:

(a) The program or communication is syndicated anddistributed from outside this State for redistribution to the general public inthis State;

(b) The program is supplied by a radio, television orother electronic network whose electronic signal originates outside this Statefor redistribution to the general public in this State;

(c) The program or communication is an electronicsignal that originates outside this State and is captured for redistribution tothe general public in this State by a community antenna or cable, radio, cabletelevision or other electronic system; or

(d) The program or communication consists of anelectronic signal which originates within this State, but which is not intendedfor redistribution to the general public in this State.

(Added to NRS by 2003, 3135)

NRS 86.549 Actionby Attorney General to restrain transaction of business. The Attorney General may bring an action to restrain aforeign limited-liability company from transacting business in this State inviolation of NRS 86.543 to 86.549, inclusive.

(Added to NRS by 2001, 1387; A 2001, 3199; 2003, 3141)

MISCELLANEOUS PROVISIONS

NRS 86.555 Issuanceof occupational or professional license to limited-liability company by boardor commission; regulations.

1. Except as otherwise provided by statute, an agency,board or commission that regulates an occupation or profession pursuant totitle 54, 55 or 56 of NRS may grant a license to a limited-liability company ora foreign limited-liability company if the agency, board or commission is authorizedto grant a license to a corporation formed pursuant to chapter 78 of NRS.

2. An agency, board or commission that makes a licenseavailable to a limited-liability company or foreign limited-liability companypursuant to subsection 1 shall adopt regulations:

(a) Listing the persons in the limited-liabilitycompany or foreign limited-liability company who must qualify for the licenseor indicating that the agency, board or commission will use other means todetermine whether the limited-liability company or foreign limited-liabilitycompany qualifies for a license;

(b) Listing the persons who may engage in the activityfor which the license is required on behalf of the limited-liability company orforeign limited-liability company;

(c) Indicating whether the limited-liability company orforeign limited-liability company may engage in a business other than thebusiness for which the license is required;

(d) Listing the changes, if any, in the management orcontrol of the limited-liability company or foreign limited-liability companythat require notice, review, approval or other action by the agency, board orcommission; and

(e) Setting forth the conditions under which alimited-liability company or foreign limited-liability company may obtain alicense.

3. An agency, board or commission that adoptsregulations pursuant to subsection 2 shall not impose a restriction orrequirement on a limited-liability company or foreign limited-liability companywhich is significantly different from or more burdensome than the restrictionsor requirements imposed on a partnership or corporation.

(Added to NRS by 1997, 714)

NRS 86.557 Formrequired for filing of records.

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

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

3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:

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

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

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

(Added to NRS by 2003, 20th SpecialSession, 59)

NRS 86.561 Fees.

1. The Secretary of State shall charge and collectfor:

(a) Filing the original articles of organization, orfor registration of a foreign company, $75;

(b) Amending or restating the articles of organization,amending the registration of a foreign company or filing a certificate ofcorrection, $175;

(c) Filing the articles of dissolution of a domestic orforeign company, $75;

(d) Filing a statement of change of address of arecords or registered office, or change of the resident agent, $60;

(e) Certifying a copy of articles of organization or anamendment to the articles, $30;

(f) Certifying an authorized printed copy of thischapter, $30;

(g) Reserving a name for a limited-liability company,$25;

(h) Filing a certificate of cancellation, $75;

(i) Signing, filing or certifying any other record,$50; and

(j) Copies provided by the Office of the Secretary ofState, $2 per page.

2. The Secretary of State shall charge and collect, atthe time of any service of process on him as agent for service of process of alimited-liability company, $100 which may be recovered as taxable costs by theparty to the action causing the service to be made if the party prevails in theaction.

3. Except as otherwise provided in this section, the feesset forth in NRS 78.785 apply to thischapter.

(Added to NRS by 1991, 1305; A 1993, 1017; 1995,1131; 2001, 1395,3182, 3199; 2003, 3141; 2003, 20th SpecialSession, 72; 2005,2261)

NRS 86.563 Procedureto submit replacement page to Secretary of State before actual filing ofrecord. Before the issuance of membersinterests an organizer, and after the issuance of members interests, amanager, of a limited-liability company may authorize the Secretary of State inwriting to replace any page of a record submitted for filing on an expeditedbasis, before the actual filing, and to accept the page as if it were part ofthe original record. The signed authorization of the organizer or manager tothe Secretary of State permits, but does not require, the Secretary of State toalter the original record as requested.

(Added to NRS by 1997, 2812; A 1999, 1611; 2001, 109; 2003, 3142)

NRS 86.566 Filingof records written in language other than English. Norecord which is written in a language other than English may be filed orsubmitted for filing in the Office of the Secretary of State pursuant to theprovisions of this chapter unless it is accompanied by a verified translationof that record into the English language.

(Added to NRS by 1995, 1126; A 2003, 3142)

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

1. A limited-liability company may correct a recordfiled in the Office of the Secretary of State with respect to thelimited-liability company if the record contains an inaccurate description of acompany action or was defectively signed, attested, sealed, verified oracknowledged.

2. To correct a record, the limited-liability companymust:

(a) Prepare a certificate of correction that:

(1) States the name of the limited-liabilitycompany;

(2) Describes the record, including, withoutlimitation, its filing date;

(3) Specifies the inaccuracy or defect;

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

(5) Is signed by a manager of the company or, ifmanagement is not vested in a manager, by a member of the company.

(b) Deliver the certificate to the Secretary of Statefor filing.

(c) Pay a filing fee of $175 to the Secretary of State.

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

(Added to NRS by 2001, 1385; A 2001, 3197, 3199; 2003, 3142; 2003, 20th SpecialSession, 72)

NRS 86.571 Waiverof notice. When, under the provisions of thischapter or under the provisions of the articles of organization or operatingagreement of a limited-liability company, notice is required to be given to amember or to a manager of the company, if it has a manager or managers, awaiver in writing signed by the person or persons entitled to the notice,whether before or after the time stated in it, is equivalent to the giving ofnotice.

(Added to NRS by 1991, 1304)

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

1. A limited-liability company which did exist or isexisting pursuant to the laws of this State may, upon complying with theprovisions of NRS 86.276, procure arenewal or revival of its charter for any period, together with all the rights,franchises, privileges and immunities, and subject to all its existing andpreexisting debts, duties and liabilities secured or imposed by its originalcharter and amendments thereto, or existing charter, by filing:

(a) A certificate with the Secretary of State, whichmust set forth:

(1) The name of the limited-liability company,which must be the name of the limited-liability company at the time of therenewal or revival, or its name at the time its original charter expired.

(2) The name of the person lawfully designatedas the resident agent of the limited-liability company, his street address forthe service of process, and his mailing address if different from his streetaddress.

(3) The date when the renewal or revival of thecharter is to commence or be effective, which may be, in cases of a revival,before the date of the certificate.

(4) Whether or not the renewal or revival is tobe perpetual, and, if not perpetual, the time for which the renewal or revivalis to continue.

(5) That the limited-liability company desiringto renew or revive its charter is, or has been, organized and carrying on thebusiness authorized by its existing or original charter and amendments thereto,and desires to renew or continue through revival its existence pursuant to andsubject to the provisions of this chapter.

(b) A list of its managers, or if there are nomanagers, all its managing members and their mailing or street addresses,either residence or business.

2. A limited-liability company whose charter has notexpired and is being renewed shall cause the certificate to be signed by itsmanager, or if there is no manager, by a person designated by its members. Thecertificate must be approved by a majority in interest.

3. A limited-liability company seeking to revive itsoriginal or amended charter shall cause the certificate to be signed by aperson or persons designated or appointed by the members. The signing andfiling of the certificate must be approved by the written consent of a majorityin interest and must contain a recital that this consent was secured. Thelimited-liability company shall pay to the Secretary of State the fee requiredto establish a new limited-liability company pursuant to the provisions of thischapter.

4. The filed certificate, or a copy thereof which hasbeen certified under the hand and seal of the Secretary of State, must bereceived in all courts and places as prima facie evidence of the facts thereinstated and of the existence of the limited-liability company therein named.

(Added to NRS by 1999, 1610; A 2001, 1395, 3199; 2003, 3143; 2003, 20th SpecialSession, 73)

NRS 86.590 Renewalor revival of charter: Status of company. Alimited-liability company that has revived or renewed its charter pursuant tothe provisions of this chapter:

1. Is a limited-liability company and continues to bea limited-liability company for the time stated in the certificate of revivalor renewal;

2. Possesses the rights, privileges and immunitiesconferred by the original charter and by this chapter; and

3. Is subject to the restrictions and liabilities setforth in this chapter.

(Added to NRS by 1999, 1611; A 2001, 101)

 

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