2005 Nevada Revised Statutes - Chapter 88A — Business Trusts
GENERAL PROVISIONS
NRS 88A.010 Definitions.
NRS 88A.020 Beneficialowner defined.
NRS 88A.030 Businesstrust defined.
NRS 88A.040 Foreignbusiness trust defined.
NRS 88A.050 Governinginstrument defined.
NRS 88A.055 Recorddefined.
NRS 88A.060 Registeredoffice defined.
NRS 88A.070 Residentagent defined.
NRS 88A.080 Signdefined.
NRS 88A.090 Signaturedefined.
NRS 88A.100 Streetaddress defined.
NRS 88A.110 Trusteedefined.
APPLICABILITY
NRS 88A.150 Applicabilityof chapter to foreign and interstate commerce.
NRS 88A.160 Applicabilityof laws pertaining to trusts; principle of freedom of contract andenforceability of governing instruments.
NRS 88A.170 Provisionsof chapter may be altered or repealed.
FORMATION
NRS 88A.200 Purpose.
NRS 88A.210 Filingrequirements; required and optional provisions of certificate of trust.
NRS 88A.220 Amendmentand restatement of certificate of trust.
NRS 88A.230 Nameof trust: Distinguishable name required; availability of name of revoked,merged or otherwise terminated trust; regulations.
NRS 88A.240 Nameof trust: Reservation; injunctive relief.
NRS 88A.250 Effectof filing certificate of amendment, restatement or cancellation or of filingarticles of merger.
NRS 88A.260 Perpetualexistence of trust; artificial person formed pursuant to other laws who isbeneficial owner or trustee; inapplicability of certain laws.
NRS 88A.270 Governinginstrument: Optional provisions.
NRS 88A.280 Governinginstrument: Optional provisions relating to management of trust and rights,duties and obligations of trustees, beneficial owners and other persons.
OPERATION
NRS 88A.300 Generalpowers.
NRS 88A.310 Managementof business and affairs by trustees; giving directions to trustees.
NRS 88A.320 Ownershipof beneficial interest in trust: Participation in profits and losses; creditorof beneficial owner; personal property; evidence of interest; transferability;distributions.
NRS 88A.330 Beneficialowners: Contributions to trust; obligations; penalties.
NRS 88A.340 Maintenanceof records at registered office.
NRS 88A.350 Rightof beneficial owners to inspect and copy ledger; denial of inspection.
NRS 88A.360 Dutiesand liabilities of trustee.
NRS 88A.370 Dutiesand liabilities of officer, employee, manager or other person acting pursuantto certificate of trust or governing instrument.
NRS 88A.380 Enforceabilityof debts, liabilities, obligations and expenses against assets of series oftrustees, beneficial owners or beneficial interests.
NRS 88A.390 Liabilityof beneficial owner, trustee, officer, agent, manager or employee for debts orliabilities of trust.
NRS 88A.400 Indemnificationof trustee, beneficial owner or other person.
NRS 88A.410 Derivativeactions: Authority of beneficial owner to bring action; qualifications ofplaintiff; pleading; expenses.
NRS 88A.420 Cancellationof certificate of trust upon termination of trust.
RESIDENT AGENT
NRS 88A.500 Requirement;address; penalty for noncompliance.
NRS 88A.510 Changeof address.
NRS 88A.520 Powers;service of process, demand or notice.
NRS 88A.530 Resignation;designation of successor after death, resignation or removal from State.
NRS 88A.540 Revocationof appointment; change of name.
ANNUAL LIST; DEFAULTING TRUSTS
NRS 88A.600 Filingrequirements; fee; notice.
NRS 88A.610 Certificateof authorization to transact business.
NRS 88A.620 Addressesof trustees required; failure to file.
NRS 88A.630 Defaultingtrusts: Identification; penalty.
NRS 88A.640 Defaultingtrusts: Duties of Secretary of State; forfeiture of right to transact business;assets held in trust.
NRS 88A.650 Defaultingtrusts: Conditions and procedure for reinstatement.
NRS 88A.660 Defaultingtrusts: Reinstatement under old or new name.
FOREIGN BUSINESS TRUSTS
NRS 88A.700 Lawsgoverning organization, internal affairs and liability of beneficial owners,trustees, officers, employees and managers.
NRS 88A.710 Filingrequirements; required provisions of application for registration.
NRS 88A.720 Issuanceof certificate of registration by Secretary of State.
NRS 88A.730 Registrationof name.
NRS 88A.732 Annuallist: Filing requirements; fees; powers and duties of Secretary of State.
NRS 88A.733 Certificateof authorization to transact business.
NRS 88A.734 Addressesof trustees required; failure to file.
NRS 88A.735 Defaultingtrusts: Identification; forfeiture of right to transact business; penalty.
NRS 88A.736 Defaultingtrusts: Duties of Secretary of State.
NRS 88A.737 Defaultingtrusts: Conditions and procedure for reinstatement.
NRS 88A.738 Defaultingtrusts: Reinstatement under old or new name; regulations.
NRS 88A.740 Cancellationof registration.
NRS 88A.750 Transactionof business without registration.
MISCELLANEOUS PROVISIONS
NRS 88A.890 Formrequired for filing of records.
NRS 88A.900 Fees.
NRS 88A.910 Mannerin which record may be filed.
NRS 88A.920 Procedureto submit replacement page to Secretary of State before actual filing ofrecord.
NRS 88A.930 Correctionof inaccurate or defective record filed with Secretary of State.
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GENERAL PROVISIONS
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1. Is created by a trust instrument under whichproperty is held, managed, controlled, invested, reinvested or operated, or anycombination of these, or business or professional activities for profit arecarried on, by a trustee for the benefit of the persons entitled to abeneficial interest in the trust property; and
2. Files a certificate of trust pursuant to
The termincludes, without limitation, a trust of the type known at common law as abusiness trust or Massachusetts trust, a trust qualifying as a real estateinvestment trust pursuant to 26 U.S.C. 856 et seq., as amended, or anysuccessor provision, or a trust qualifying as a real estate mortgage investmentconduit pursuant to 26 U.S.C. 860D, as amended, or any successor provision.
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APPLICABILITY
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1. Except as otherwise provided in the certificate oftrust, the governing instrument or this chapter, the laws of this Statepertaining to trusts apply to a business trust.
2. In applying the provisions of this chapter, thecourt shall give the greatest effect to the principle of freedom of contractand the enforceability of governing instruments.
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FORMATION
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1. One or more persons may create a business trust byadopting a governing instrument and signing and filing with the Secretary ofState a certificate of trust and a certificate of acceptance of appointmentsigned by the resident agent of the business trust. The certificate of trustmust set forth:
(a) The name of the business trust;
(b) The name and address, either residence or business,of at least one trustee;
(c) The name of the person designated as the residentagent for the business trust, the street address of the resident agent whereprocess may be served upon the business trust and the mailing address of theresident agent if different from the street address;
(d) The name and address, either residence or business,of each person signing the certificate of trust; and
(e) Any other information the trustees determine toinclude.
2. Upon the filing of the certificate of trust and thecertificate of acceptance with the Secretary of State and the payment to him ofthe required filing fee, the Secretary of State shall issue to the businesstrust a certificate that the required records with the required content havebeen filed. From the date of that filing, the business trust is legally formedpursuant to this chapter.
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1. A certificate of trust may be amended by filingwith the Secretary of State a certificate of amendment signed by at least onetrustee. The certificate of amendment must set forth:
(a) The name of the business trust; and
(b) The amendment to the certificate of trust.
2. A certificate of trust may be restated byintegrating into a single instrument all the provisions of the originalcertificate, and all amendments to the certificate, which are then in effect orare to be made by the restatement. The restated certificate of trust must be sodesignated in its heading, must be signed by at least one trustee and must setforth:
(a) The present name of the business trust;
(b) The provisions of the original certificate oftrust, and all amendments to the certificate, which are then in effect; and
(c) Any further amendments to the certificate of trust.
3. A certificate of trust may be amended or restatedat any time for any purpose determined by the trustees.
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1. The name of a business trust formed pursuant to theprovisions of this chapter must contain the words Business Trust or theabbreviation B.T. or BT.
2. The name proposed for a business trust must bedistinguishable on the records of the Secretary of State from the names of allother artificial persons formed, organized, registered or qualified pursuant tothe provisions of this title that are on file in the Office of the Secretary ofState and all names that are reserved in the Office of the Secretary of Statepursuant to the provisions of this title. If a proposed name is not sodistinguishable, the Secretary of State shall return the certificate of trustcontaining it to the signers of the certificate, unless the written,acknowledged consent of the holder of the name on file or reserved name to usethe same name or the requested similar name accompanies the certificate.
3. For the purposes of this section and
4. The name of a business trust whose certificate oftrust 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 may adopt regulations thatinterpret the requirements of this section.
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1. The Secretary of State, when requested to do so,shall reserve, for a period of 90 days, the right to use a name availablepursuant to NRS 88A.230 for the use ofa proposed business trust. During the period, the name so reserved is notavailable 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 signed consent of theperson at whose request the reservation was made.
2. The use by any artificial person of a name inviolation of subsection 1 or NRS 88A.230may be enjoined, even if the record under which the artificial person isformed, organized, registered or qualified has been filed by the Secretary ofState.
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1. Except as otherwise provided in the certificate oftrust, the governing instrument or this chapter, a business trust has perpetualexistence and may not be terminated or revoked by a beneficial owner or otherperson except in accordance with the certificate of trust or governinginstrument.
2. Except as otherwise provided in the certificate oftrust or the governing instrument, the death, incapacity, dissolution,termination or bankruptcy of a beneficial owner does not result in thetermination or dissolution of a business trust.
3. An artificial person formed or organized pursuantto the laws of a foreign nation or other foreign jurisdiction or the laws ofanother state shall not be deemed to be doing business in this State solelybecause it is a beneficial owner or trustee of a business trust.
4. The provisions of NRS662.245 do not apply to the appointment of a trustee of a business trustformed pursuant to this chapter.
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1. Provide for classes, groups or series of trusteesor beneficial owners, or of beneficial interests, having such relative rights,powers and duties as the governing instrument provides, and may provide for thefuture creation in the manner provided in the governing instrument ofadditional such classes having such relative rights, powers and duties as mayfrom time to time be established, including rights, powers and duties senior orsubordinate to existing classes, groups or series.
2. Provide that a person becomes a beneficial ownerand bound by the governing instrument if he, or his representative authorizedorally, in writing or by action such as payment for a beneficial interest,complies with the conditions for becoming a beneficial owner set forth in thegoverning instrument or any other writing and acquires a beneficial interest.
3. Establish or provide for a designated series oftrustees, beneficial owners or beneficial interests having separate rights,powers or duties with respect to specified property or obligations of thebusiness trust or profits and losses associated with specified property orobligations, and, to the extent provided in the governing instrument, any suchseries may have a separate business purpose or investment objective.
4. Provide for the taking of any action, including theamendment of the governing instrument, the accomplishment of a merger, theappointment of one or more trustees, the sale, lease, transfer, pledge or otherdisposition of all or any part of the assets of the business trust or theassets of any series, or the dissolution of the business trust, and thecreation of a class, group or series of beneficial interests that was notpreviously outstanding, without the vote or approval of any particular trusteeor beneficial owner or class, group or series of trustees or beneficial owners.
5. Grant to or withhold from all or certain trusteesor beneficial owners, or a specified class, group or series of trustees orbeneficial owners, the right to vote, separately or with one or more of thetrustees, beneficial owners or classes, groups or series thereof, on anymatter. Voting power may be apportioned per capita, proportionate to financialinterest, by class, group or series, or on any other basis.
6. If and to the extent that voting rights are grantedunder the certificate of trust or governing instrument, set forth provisionsrelating to notice of the time, place or purpose of a meeting at which a matterwill be voted on, waiver of notice, action by consent without a meeting, theestablishment of record dates, requirement of a quorum, voting in person, byproxy or otherwise, or any other matter with respect to the exercise of theright to vote.
7. Provide for the present or future creation of morethan one business trust, including the creation of a future business trust towhich all or any part of the assets, liabilities, profits or losses of anyexisting business trust are to be transferred, and for the conversion ofbeneficial interests in an existing business trust, or series thereof, intobeneficial interests in the separate business trust or a series thereof.
8. Provide for the appointment, election orengagement, either as agents or independent contractors of the business trustor as delegates of the trustees, of officers, employees, managers or otherpersons who may manage the business and affairs of the business trust and havesuch titles and relative rights, powers and duties as the governing instrumentprovides. Except as otherwise provided in the governing instrument, thetrustees shall choose and supervise those officers, managers and other persons.
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OPERATION
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1. Except as otherwise provided in this section, thecertificate of trust or the governing instrument, the business and affairs of abusiness trust must be managed by or under the direction of its trustees. Tothe extent provided in the certificate of trust or the governing instrument,any person, including a beneficial owner, may direct the trustees or otherpersons in the management of the business trust.
2. Except as otherwise provided in the certificate oftrust or the governing instrument, neither the power to give direction to atrustee or other person nor the exercise thereof by any person, including abeneficial owner, makes him a trustee. To the extent provided in thecertificate of trust or the governing instrument, neither the power to givedirection to a trustee or other person nor the exercise thereof by a person,including a beneficial owner, causes him to have duties, fiduciary or other, orliabilities relating to the power or its exercise to the business trust or abeneficial owner thereof.
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1. Except as otherwise provided in the governinginstrument, a beneficial owner participates in the profits and losses of abusiness trust in the proportion of his beneficial interest to the entirebeneficial interest. A governing instrument may provide that the businesstrust, or the trustees on its behalf, hold beneficial ownership of incomeearned on securities owned by the business trust.
2. A creditor of a beneficial owner has no right toobtain possession of, or otherwise exercise legal or equitable remedies withrespect to, property of the business trust.
3. A beneficial interest in a business trust ispersonal property regardless of the nature of the property of the businesstrust. Except as otherwise provided in the certificate of trust or thegoverning instrument, a beneficial owner has no interest in specific propertyof the business trust.
4. A beneficial interest in a business trust may beevidenced by the issuance of certificates of ownership or by other means setforth in the certificate of trust or the governing instrument.
5. Except as otherwise provided in the certificate oftrust or the governing instrument, a beneficial interest in a business trust isfreely transferable.
6. Except as otherwise provided in the certificate oftrust or the governing instrument, if a beneficial owner becomes entitled toreceive a distribution, he has the status of, and is entitled to all remediesavailable to, a creditor of the business trust with respect to thedistribution. The governing instrument may provide for the establishment ofrecord dates with respect to allocations and distributions by a business trust.
7. The fact of ownership of a beneficial interest in abusiness trust is determined, and the means of evidencing it are set forth, bythe applicable provisions of the certificate of trust or the governinginstrument.
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1. A contribution of a beneficial owner to a businesstrust may be any tangible or intangible property or benefit to the businesstrust, including cash, a promissory note, services performed, a contract forservices to be performed, or a security of the business trust. A person maybecome a beneficial owner of a business trust and may receive a beneficialinterest in a business trust without making, or being obligated to make, a contributionto the business trust.
2. Except as otherwise provided in the certificate oftrust or the governing instrument, a beneficial owner is obligated to thebusiness trust to perform a promise to make a contribution even if he is unableto perform because of death, disability or any other reason. If a beneficialowner does not make a promised contribution of property or services, he isobligated at the option of the business trust to contribute cash equal to thatportion of the agreed value, as stated in the records of the business trust, ofthe contribution which has not been made. The foregoing option is in additionto any other rights, including specific performance, that the business trustmay have against the beneficial owner under the governing instrument orapplicable law.
3. A certificate of trust or governing instrument mayprovide that the interest of a beneficial owner who fails to make acontribution that he is obligated to make is subject to specific penalties for,or specified consequences of, such failure. The penalty or consequence may takethe form of reducing or eliminating the defaulting beneficial ownersproportionate interest in the business trust, subordinating that beneficialinterest to those of nondefaulting owners, a forced sale of the beneficialinterest, forfeiture of the beneficial interest, the lending by otherbeneficial owners of the amount necessary to meet the defaulters commitment, afixing of the value of the beneficial interest by appraisal or formula andredemption or sale of the beneficial interest at that value, or any other form.
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1. A business trust shall keep a copy of the followingrecords at its registered office:
(a) A copy certified by the Secretary of State of itscertificate of trust and all amendments thereto or restatements thereof;
(b) A copy certified by one of its trustees of itsgoverning instrument and all amendments thereto; and
(c) A ledger or duplicate ledger, revised annually,containing the names, alphabetically arranged, of all its beneficial owners,showing their places of residence if known. Instead of this ledger, thebusiness trust may keep a statement containing the name of the custodian of theledger and the present complete address, including street and number, if any,where the ledger is kept.
2. A business trust shall maintain the recordsrequired by subsection 1 in written form or in another form capable ofconversion into written form within a reasonable time.
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1. A person who has been a beneficial owner of recordof a business trust for at least 6 months immediately preceding his demand, ora person holding, or authorized in writing by the holders of, at least 5percent of its beneficial ownership, is entitled, upon at least 5 days writtendemand, to inspect in person or by agent or attorney, during usual businesshours, the ledger or duplicate ledger, whether kept in the registered office ofthe business trust or elsewhere, and to make copies therefrom.
2. An inspection authorized by subsection 1 may bedenied to a beneficial owner or other person upon his refusal to furnish to thebusiness trust an affidavit that the inspection is not desired for a purposewhich is in the interest of a business or object other than the business of thebusiness trust and that he has not at any time sold or offered for sale anylist of beneficial owners of a domestic or foreign business trust, stockholdersof a domestic or foreign corporation or members of a domestic or foreignlimited-liability company, or aided or abetted any person in procuring such alist for such a purpose.
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1. If he acts pursuant to a governing instrument, heis not liable to the business trust or to a beneficial owner for his reliancein good faith on the provisions of the governing instrument; and
2. His duties and liabilities may be expanded orrestricted by provisions in the governing instrument.
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1. If he acts pursuant to a governing instrument, heis not liable to the business trust, a beneficial owner or a trustee for hisreliance in good faith on the provisions of the governing instrument; and
2. His duties and liabilities may be expanded orrestricted by provisions in the governing instrument.
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1. The governing instrument of the business trustcreates one or more series of trustees, beneficial owners or beneficialinterests;
2. Separate records are maintained for the series;
3. The assets associated with the series are held andaccounted for separately from the other assets of the business trust or anyother series of the business trust and the governing instrument requiresseparate holding and accounting; and
4. Notice of the limitation on liability of the seriesis set forth in the certificate of trust, or an amendment thereto, filed withthe Secretary of State before the series is established.
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1. Unless otherwise provided in the certificate oftrust, the governing instrument or an agreement signed by the person to becharged, a beneficial owner, trustee, officer, agent, manager or employee of abusiness trust formed pursuant to the laws of this State is not personallyliable for the debts or liabilities of the business trust.
2. Except as otherwise provided in the certificate oftrust or the governing instrument, a trustee acting in that capacity is notpersonally liable to any person other than the business trust or a beneficialowner for any act or omission of the business trust or a trustee thereof.
3. Except as otherwise provided in the certificate oftrust or the governing instrument, an officer, employee, agent or manager of abusiness trust or another person who manages the business and affairs of abusiness trust, acting in that capacity, is not personally liable to any personother than the business trust or a beneficial owner for any act or omission ofthe business trust or a trustee thereof.
4. Except as otherwise provided in the certificate oftrust or the governing instrument, a trustee, officer, employee, agent ormanager of a business trust or another person who manages the business andaffairs of a business trust is not personally liable to the business trust or abeneficial owner for damages for breach of fiduciary duty in such capacityexcept for acts or omissions that involve intentional misconduct, fraud or aknowing violation of law.
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1. Subject to the standards and restrictions, if any,set forth in the certificate of trust or the governing instrument, a businesstrust may indemnify and hold harmless a trustee, beneficial owner or otherperson from and against all claims and demands.
2. The absence of a provision for indemnity in thecertificate of trust or governing instrument does not deprive a trustee orbeneficial owner of any right to indemnity which is otherwise available to himpursuant to the laws of this State.
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1. A beneficial owner may maintain an action in theright of a business trust to recover a judgment in its favor if trustees havingauthority to do so have refused to bring the action or if an effort to causethose trustees to bring the action is unlikely to succeed.
2. In a derivative action, the plaintiff must be abeneficial owner at the time of bringing the action and:
(a) He must have been a beneficial owner at the time ofthe transaction of which he complains; or
(b) His status as a beneficial owner must have devolvedupon him by operation of law or pursuant to a provision of the certificate oftrust or the governing instrument from a person who was a beneficial owner atthe time of the transaction.
3. In a derivative action, the complaint must statewith particularity the effort, if any, of the plaintiff to cause the trusteesto bring the act, or the reasons for not making the effort.
4. If a derivative action is successful, in whole orin part, or if anything is received by the business trust through judgment orsettlement of the action, the court may award the plaintiff reasonableexpenses, including attorneys fees. If the plaintiff receives any proceeds ofjudgment or settlement, the court shall make the award of his expenses payablefrom those proceeds and remit the remainder to the business trust. If theproceeds received by the plaintiff are less than the expenses awarded, thecourt may direct all or part of the remainder of the award to be paid by thebusiness trust.
5. A beneficial owners right to bring a derivativeaction may be subject to additional standards and restrictions set forth in thegoverning instrument, including, without limitation, a requirement thatbeneficial owners of a specified beneficial interest join in the action.
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1. The name of the business trust;
2. The effective date of the cancellation if otherthan the date of the filing of the certificate, which must not be more than 90days after the certificate is filed; and
3. Any other information the trustee determines toinclude.
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RESIDENT AGENT
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1. Except during any period of vacancy described in
2. A business trust formed pursuant to this chapter thatfails or refuses to comply with the requirements of this section is subject toa fine of not less than $100 nor more than $500, to be recovered with costs bythe State, before any court of competent jurisdiction, by action at lawprosecuted by the Attorney General or by the district attorney of the county inwhich the action or proceeding to recover the fine is prosecuted.
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1. Within 30 days after changing the location of hisoffice from one address to another in this State, a resident agent shall sign acertificate setting forth:
(a) The names of all the business trusts represented byhim;
(b) The address at which he has maintained theregistered office for each of those business trusts; and
(c) The new address to which his office is transferredand at which he will maintain the registered office for each of those businesstrusts.
2. Upon the filing of the certificate with theSecretary of State, the registered office of each of the business trusts listedin the certificate is located at the new address set forth in the certificate.
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1. If the resident agent is a bank or an artificialperson formed or organized pursuant to this title, it may:
(a) Act as the fiscal or transfer agent of a state,municipality, body politic or business trust, and in that capacity may receiveand disburse money.
(b) Transfer, register and countersign certificatesevidencing a beneficial owners interest in a business trust, bonds or otherevidences of indebtedness and act as agent of any business trust, foreign ordomestic, for any purpose required by statute or otherwise.
2. All legal process and any demand or noticeauthorized by law to be served upon a business trust may be served upon itsresident agent in the manner provided in subsection 2 of
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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
(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 business trust appointing a successor resident agent.A certificate of acceptance signed by the new resident agent, stating the fullname, complete street address and, if different from the street address,mailing address of the new resident agent, must accompany the statementappointing a successor resident agent.
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 thebusiness trust appointing a successor resident agent, the resigning agent shallimmediately give written notice, by mail, to the business trust of the filingof the statement of resignation and its effect. The notice must be addressed toa trustee of the business trust other than the resident agent.
4. If its resident agent dies, resigns or removes fromthe State, a business trust, within 30 days thereafter, shall file with theSecretary of State a certificate of acceptance signed by a new resident agent.The certificate must set forth the full name and complete street address of thenew resident agent, and may contain a mailing address, such as a post officebox, different from the street address.
5. A business trust that fails to file a certificateof acceptance signed by its new resident agent within 30 days after the death,resignation or removal of its former resident agent shall be deemed in defaultand is subject to the provisions of NRS88A.630 to 88A.660, inclusive.
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1. If a business trust formed pursuant to this chapterdesires to change its resident agent, the change may be effected by filing withthe Secretary of State a certificate of change of resident agent, signed by atleast one trustee of the business trust, setting forth:
(a) The name of the business trust;
(b) The name and street address of the present residentagent; and
(c) The name and street address of the new residentagent.
2. A certificate of acceptance signed by the newresident agent must be a part of or attached to the certificate of change ofresident 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.
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ANNUAL LIST; DEFAULTING TRUSTS
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1. A business trust formed pursuant to this chaptershall, on or before the last day of the first month after the filing of itscertificate of trust with the Secretary of State, and annually thereafter on orbefore the last day of the month in which the anniversary date of the filing ofits certificate of trust with the Secretary of State occurs, file with theSecretary of State, on a form furnished by him, a list signed by at least onetrustee that contains the name and street address of its lawfully designatedresident agent in this State and at least one trustee. Each list filed pursuantto this subsection must be accompanied by a declaration under penalty ofperjury that the business trust:
(a) Has complied with the provisions of
(b) Acknowledges that pursuant to
2. Upon filing:
(a) The initial list required by subsection 1, thebusiness trust shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by subsection 1, thebusiness trust shall pay to the Secretary of State a fee of $125.
3. If a trustee of a business trust resigns and theresignation is not reflected on the annual or amended list of trustees, thebusiness trust or the resigning trustee shall pay to the Secretary of State afee of $75 to file the resignation.
4. The Secretary of State shall, 90 days before thelast day for filing each annual list required by subsection 1, cause to bemailed to each business trust which is required to comply with the provisionsof NRS 88A.600 to
5. An annual list for a business trust not in defaultwhich is received by the Secretary of State more than 90 days before its duedate shall be deemed an amended list for the previous year.
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1. Each list required to be filed pursuant to theprovisions of NRS 88A.600 to
2. If the addresses are not stated on a list offeredfor filing, the Secretary of State may refuse to file the list, and thebusiness trust for which the list has been offered for filing is subject to allthe provisions of NRS 88A.600 to
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1. Each business trust required to file the list andpay the fee prescribed in NRS 88A.600to 88A.660, inclusive, which refusesor neglects to do so within the time provided shall be deemed in default.
2. 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.
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1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each business trust deemed in defaultpursuant 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. Immediately after the first day of the firstanniversary of the month following the month in which the filing was required,the certificate of trust of the business trust is revoked and its right totransact business is forfeited.
3. The Secretary of State shall compile a completelist containing the names of all business trusts whose right to transactbusiness has been forfeited.
4. The Secretary of State shall forthwith notify, byproviding written notice to its resident agent, each business trust specifiedin subsection 3 of the revocation of its certificate of trust. The writtennotice:
(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 certificate of trust is revoked and theright to transact business is forfeited, all the property and assets of thedefaulting business trust must be held in trust by its trustees as forinsolvent business trusts, and the same proceedings may be had with respectthereto as are applicable to insolvent business trusts. Any person interestedmay institute proceedings at any time after a forfeiture has been declared,but, if the Secretary of State reinstates the certificate of trust, theproceedings must at once be dismissed.
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NRS
1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate a business trust which has forfeitedor which forfeits its right to transact business pursuant to the provisions ofthis chapter and shall restore to the business trust its right to carry onbusiness in this State, and to exercise its privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by
(2) 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
(2) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the businesstrust, he shall issue to the business trust a certificate of reinstatement ifthe business trust:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to
3. The Secretary of State shall not order areinstatement unless all delinquent fees and penalties have been paid, and therevocation of the certificate of trust occurred only by reason of the failureto file the list or pay the fees and penalties.
4. If a certificate of business trust has been revokedpursuant to the provisions of this chapter and has remained revoked for aperiod of 5 consecutive years, the certificate must not be reinstated.
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NRS
1. Except as otherwise provided in subsection 2, if acertificate of trust is revoked pursuant to the provisions of this chapter andthe name of the business trust has been legally reserved or acquired by anotherartificial person formed, organized, registered or qualified pursuant to theprovisions of this title whose name is on file with the Office of the Secretaryof State or reserved in the Office of the Secretary of State pursuant to theprovisions of this title, the business trust shall submit in writing to theSecretary of State some other name under which it desires to be reinstated. Ifthat name is distinguishable from all other names reserved or otherwise onfile, the Secretary of State shall reinstate the business trust under that newname.
2. If the defaulting business trust submits thewritten, acknowledged consent of the artificial person using a name, or theperson who has reserved a name, which is not distinguishable from the old nameof the business trust or a new name it has submitted, it may be reinstatedunder that name.
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FOREIGN BUSINESS TRUSTS
NRS
1. The laws of the state under which a foreignbusiness trust is organized govern its organization and internal affairs andthe liability of its beneficial owners, trustees, officers, employees ormanagers; and
2. A foreign business trust may not be deniedregistration by reason of any difference between those laws and the laws ofthis State.
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NRS
1. The name of the foreign business trust and, ifdifferent, the name under which it proposes to register and transact businessin this State;
2. The state and date of its formation;
3. The name and address of the resident agent whom theforeign business trust elects to appoint;
4. 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 business trust; and
5. The name and address, either residence or business,of one trustee.
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NRS
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NRS
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NRS
1. Each foreign business trust doing business in thisState shall, on or before the last day of the first month after the filing ofits application for registration as a foreign business trust with the Secretaryof State, and annually thereafter on or before the last day of the month inwhich the anniversary date of its qualification to do business in this Stateoccurs in each year, file with the Secretary of State a list, on a formfurnished by him, that contains:
(a) The name of the foreign business trust;
(b) The file number of the foreign business trust, ifknown;
(c) The name of at least one of its trustees;
(d) The address, either residence or business, of thetrustee 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 trustee of the foreign businesstrust certifying that the list is true, complete and accurate.
2. Each list required to be filed pursuant to thissection must be accompanied by a declaration under penalty of perjury that theforeign business trust:
(a) Has complied with the provisions of
(b) Acknowledges that pursuant to
3. Upon filing:
(a) The initial list required by this section, theforeign business trust shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by this section, theforeign business trust shall pay to the Secretary of State a fee of $125.
4. If a trustee of a foreign business trust resignsand the resignation is not reflected on the annual or amended list of trustees,the foreign business trust or the resigning trustee shall pay to the Secretaryof 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 subsection 1, cause to bemailed to each foreign business trust which is required to comply with theprovisions of NRS 88A.732 to
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 business trust not indefault which is received by the Secretary of State more than 90 days beforeits due date must be deemed an amended list for the previous year and does notsatisfy the requirements of subsection 1 for the year to which the due date isapplicable.
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NRS
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NRS
1. Each list required to be filed under the provisionsof NRS 88A.732 to
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 business trust for which the list has been offered forfiling is subject to all the provisions of NRS88A.732 to 88A.738, inclusive,relating to failure to file the list within or at the times therein specified,unless a list is subsequently submitted for filing which conforms to theprovisions of this section.
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NRS
1. Each foreign business trust which is required tomake a filing and pay the fee prescribed in NRS88A.732 to 88A.738, inclusive, andwhich refuses or neglects 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 business trust occurs, the defaulting foreign business trust byreason of its default forfeits its right to transact any business within thisState. The fee and penalty must be collected as provided in this chapter.
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NRS
1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign business trust deemed indefault pursuant to NRS 88A.735. Thewritten 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 the filing of the certificate of trust occurs,the Secretary of State shall compile a complete list containing the names ofall foreign business trusts whose right to transact business has beenforfeited.
3. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign business trust specified insubsection 2 of the forfeiture of its right to transact business. The writtennotice:
(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.
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NRS
1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate a foreign business trust which hasforfeited or which forfeits its right to transact business under the provisionsof this chapter and shall restore to the foreign business trust its right totransact business in this State, and to exercise its privileges and immunities,if it:
(a) Files with the Secretary of State:
(1) The list required by
(2) 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
(2) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreignbusiness trust, he shall issue to the foreign business trust a certificate ofreinstatement if the foreign business trust:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to
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 business trust totransact business in this State has been forfeited pursuant to the provisionsof this chapter and has remained forfeited for a period of 5 consecutive years,the right to transact business must not be reinstated.
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NRS
1. Except as otherwise provided in subsection 2, if aforeign business trust applies to reinstate its certificate of trust and 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 business trust must submit in writing in its application forreinstatement to the Secretary of State some other name under which it desiresits existence to be reinstated. If that name is distinguishable from all othernames reserved or otherwise on file, the Secretary of State shall reinstate theforeign business trust under that new name.
2. If the applying foreign business trust submits thewritten, acknowledged consent of the artificial person having a name, or theperson who has reserved a name, which is not distinguishable from the old nameof the applying foreign business trust or a new name it has submitted, it maybe 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.
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NRS
1. The name of the foreign business trust;
2. The effective date of the cancellation if otherthan the date of the filing of the certificate, which must not be more than 90days after the certificate is filed; and
3. Any other information deemed necessary by thetrustee.
A cancellationdoes not terminate the authority of the Secretary of State to accept service ofprocess on the foreign business trust with respect to causes of action arisingout of the transaction of business in this State.
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NRS
1. A foreign business trust transacting business inthis State may not maintain any action, suit or proceeding in any court of thisState until it has registered in this State.
2. The failure of a foreign business trust to registerin this State does not impair the validity of any contract or act of theforeign business trust or prevent the foreign business trust from defending anyaction, suit or proceeding in any court of this State.
3. A foreign business trust, by transacting businessin this State without registration, appoints the Secretary of State as itsagent for service of process with respect to causes of action arising out ofthe transaction of business in this State.
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MISCELLANEOUS PROVISIONS
NRS
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.
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NRS
1. Filing an original certificate of trust, or forregistering a foreign business trust, $75.
2. Filing an amendment or restatement, or acombination thereof, to a certificate of trust, $175.
3. Filing a certificate of cancellation, $75.
4. Certifying a copy of a certificate of trust or anamendment or restatement, or a combination thereof, $30 per certification.
5. Certifying an authorized printed copy of thischapter, $30.
6. Reserving a name for a business trust, $25.
7. Signing a certificate of existence of a businesstrust which does not list the previous records relating to it, or a certificateof change in the name of a business trust, $50.
8. Signing a certificate of existence of a businesstrust which lists the previous records relating to it, $50.
9. Filing a statement of change of the resident agent,$60.
10. Signing, certifying or filing any certificate orrecord not otherwise provided for in this section, $50.
11. Examining and provisionally approving a recordbefore the record is presented for filing, $125.
12. Copying a record on file with him, for each page,$2.
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NRS
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NRS
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NRS
1. A business trust may correct a record filed in theOffice of the Secretary of State with respect to the business trust if therecord contains an inaccurate description of a trust action or if the recordwas defectively signed, attested, sealed, verified or acknowledged.
2. To correct a record, the business trust must:
(a) Prepare a certificate of correction that:
(1) States the name of the business trust;
(2) Describes the record, including, 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 trustee of the businesstrust.
(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.
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