2005 Nevada Revised Statutes - Chapter 348 — Registration of Public Securities
Title 30 - PUBLIC BORROWING AND OBLIGATIONS
CHAPTER 348 - REGISTRATION OF PUBLICSECURITIES
NRS 348.010 Legislativefindings and declarations.
NRS 348.020 Definitions.
NRS 348.030 Assessmentdefined.
NRS 348.040 Authorizedofficer defined.
NRS 348.050 Authorizinginstrument defined.
NRS 348.060 Certificatedpublic security defined.
NRS 348.070 Facsimileseal defined.
NRS 348.080 Facsimilesignature defined.
NRS 348.090 Financialagreement defined.
NRS 348.100 Financialintermediary defined.
NRS 348.110 Fullregistered form and full registration defined.
NRS 348.120 Governingbody defined.
NRS 348.130 Issuedefined.
NRS 348.140 Issuerdefined.
NRS 348.150 Obligationdefined.
NRS 348.160 Officialactions defined.
NRS 348.170 Officialor official body defined.
NRS 348.180 Originalissuance defined.
NRS 348.190 Persondefined.
NRS 348.200 Publicbody defined.
NRS 348.210 Publicsecurity defined.
NRS 348.220 Statedefined.
NRS 348.230 TaxCode defined.
NRS 348.240 Transferagent defined.
NRS 348.250 Uncertificatedpublic security defined.
NRS 348.260 Substitutionof meanings of terms used in chapter for meanings of corresponding terms insupplemental provisions.
NRS 348.270 Applicability.
NRS 348.280 Construction:Separate grant of powers; supplemental provisions.
NRS 348.290 Construction:Relationship to other law.
NRS 348.300 Limitationon amendment and repeal of chapter.
NRS 348.310 Determinationof governing body.
NRS 348.320 Electionof issuer concerning applicability of chapter.
NRS 348.330 Issuermay issue certificated and uncertificated public securities.
NRS 348.340 Formof securities.
NRS 348.350 Systemof full registration.
NRS 348.360 Powersof issuer; priority of liens.
NRS 348.370 Signatures:Requirements.
NRS 348.380 Signatures:Effect if officer ceases to fill his office; adoption of predecessorssignature.
NRS 348.390 Useof facsimile seal on certificated public security.
NRS 348.400 Noseal required on uncertificated public security.
NRS 348.410 Statementsdescribing registrants rights.
NRS 348.420 Recordsof transferees and pledgees not subject to inspection or copying as publicrecord; maintenance of records of issuer.
NRS 348.430 Appointmentof agents by issuer; agreement for establishment and maintenance of centraldepository system.
NRS 348.440 Paymentof installments for principal, interest and premiums.
NRS 348.450 Acceptanceof deposit of public securities as security.
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1. The Legislature finds that:
(a) Public securities have traditionally been issued inbearer form, with attached coupons evidencing the installments of interestbecoming due on fixed maturity dates, rather than in only full registered form.
(b) The Federal Government, by subsection (j) ofsection 103, Tax Code, as amended by subsection (b) of section 310 of the TaxEquity and Fiscal Responsibility Act of 1982 (P.L. 97-248, signed by thePresident on September 3, 1982), provides in effect that, among othersecurities, public securities, subject to minor exceptions stated in thatfederal act, must be in full registered form for the interest on the publicsecurities to be exempt from federal income taxation, but that an obligation ofa public body shall be treated as in full registered form if the right to theprincipal of, any prior redemption premium due in connection with, and statedinterest on that obligation may be transferred only through a book entry consistentwith regulations prescribed by the Secretary of the Treasury, and, as thefederal act was further amended on January 12, 1983, this requirement for theissuance of public securities in full registered form becomes effective on July1, 1983.
(c) The effect of the requirements stated in paragraph(b) will affect the various public bodies and varieties of public securitiesdifferently depending on their legal and financial characteristics, theirmarkets and their adaptability to recent and prospective technological andorganizational developments.
2. It is hereby declared as a matter of legislativedetermination that:
(a) It is a matter of state concern that public bodiesbe provided flexibility in the development of systems for such registration ofpublic securities, including systems of book entry and their incidents, toaccommodate these different effects.
(b) It is the purpose of this chapter to enable theestablishment, maintenance and amendment from time to time of differing systemsof registration of public securities, to accommodate the differing effects uponpublic bodies and varieties of public securities.
(c) To accomplish the purposes stated in this sectionand the issuance of public securities the interest on which is exempt from federalincome taxation, the provisions of this chapter must be broadly and liberallyconstrued.
(Added to NRS by 1983, 602)
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(Added to NRS by 1983, 603)
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(Added to NRS by 1983, 603)
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1. Authorized officer means, with respect to anycertificated public security, a person whose signature to the certificatedpublic security is required or permitted, or a person whom the authorizedofficer is authorized, either alone or with the concurrence of another orothers, to authorize to affix the signature of the authorized officer to thecertificated public security and who is so authorized in writing by theauthorized officer with any required concurrence.
2. Authorized officer means, with respect to anyuncertificated public security, any person described in this section as anauthorized officer with respect to a certificated public security of the sameclass or series.
(Added to NRS by 1983, 603)
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(Added to NRS by 1983, 603)
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1. Is issued pursuant to a system of fullregistration;
2. Is represented by an instrument, and istransferable in the manner described in subsection 1 of
3. Is either one of a class or series or by its terms isdivisible into a class or series of obligations.
(Added to NRS by 1983, 603)
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(Added to NRS by 1983, 603)
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(Added to NRS by 1983, 604)
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(Added to NRS by 1983, 604)
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(Added to NRS by 1983, 604)
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1. With respect to a certificated public securitythat:
(a) The certificated public security specifies a personentitled to the public security or the rights it represents; and
(b) Transfer of the certificated public security may beregistered upon books maintained for that purpose by or on behalf of theissuer.
2. With respect to an uncertificated public security,that transfer of the uncertificated public security is registered upon booksmaintained for that purpose or that the security is represented by:
(a) Evidence of participation in an obligation oflarger denomination which is fully registered; or
(b) An entry in a system of books kept to identifypurchasers of those securities by or on behalf of the issuer.
(Added to NRS by 1983, 604)
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(Added to NRS by 1983, 604)
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(Added to NRS by 1983, 604)
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1. Executes a certificated public security to evidenceits duty to perform a financial agreement represented by the certificatedpublic security;
2. Undertakes to perform a financial agreement if theagreement is an uncertificated public security; or
3. Becomes responsible for or in place of a publicbody described as an issuer in this section.
(Added to NRS by 1983, 604)
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(Added to NRS by 1983, 604)
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(Added to NRS by 1983, 604)
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(Added to NRS by 1983, 605)
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(Added to NRS by 1983, 605)
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(Added to NRS by 1983, 605; A 1985, 515)
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(Added to NRS by 1983, 605; A 1993, 395;
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(Added to NRS by 1983, 605; A 1997, 1610)
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(Added to NRS by 1983, 605)
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(Added to NRS by 1983, 605)
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(Added to NRS by 1983, 605)
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1. Is issued pursuant to a system of fullregistration;
2. Is transferable in the manner described insubsection 2 of NRS 348.110; and
3. Is either one of a class or series or by its termsis divisible into a class or series of obligations.
(Added to NRS by 1983, 605)
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(Added to NRS by 1983, 605)
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(Added to NRS by 1983, 605)
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1. This chapter as to matters contained thereinconstitutes an additional and separate grant of powers, and such powers may beexercised without regard to provisions concerning such matters in any otherlaw; but this chapter is not a restriction or limitation on the exercise ofpowers by a public body under any other law or charter.
2. The provisions of the Uniform Commercial Code andthe principles of contract law relative to the transfer of public securitiessupplement the provisions of this chapter. This chapter as so supplemented issupplemental to each law of this state, whether adopted before or after thischapter, empowering or regulating the issuance of public securities.
(Added to NRS by 1983, 609)
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1. The powers conferred by this chapter are inaddition and supplemental to, and not in substitution for, and the limitationsimposed by this chapter do not affect the powers conferred by any other law.
2. No part of this chapter repeals or affects anyother law or part thereof, it being intended that this chapter provide aseparate method of accomplishing its objectives, and not an exclusive one.
(Added to NRS by 1983, 610)
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(Added to NRS by 1983, 609)
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(Added to NRS by 1983, 609)
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1. At the election of an issuer, made at any timeprior to or at original issuance of a public security, this chapter may be madeapplicable. When this chapter applies, it is alternative to any provision oflaw to the contrary, and no such provision to the contrary applies.
2. The official or official body that is empowered toprovide for the original issuance of a public security may make the election ofthe issuer, which must be part of the official actions with respect to suchissuance.
3. An issuer may not rescind such an election afterthe original issuance of a public security pertaining thereto.
(Added to NRS by 1983, 609)
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(Added to NRS by 1983, 609)
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1. Evidence of participation in an obligation of largerdenomination which is fully registered; or
2. An entry in a system of books kept to identifypurchasers of the securities,
all as maybe determined by an authorizing instrument pertaining to the public securitiesand adopted or otherwise authorized by the governing body of the issuer.
(Added to NRS by 1983, 606)
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1. Any system of full registration with respect to anissue of public securities may be:
(a) A system pursuant to which only certificated publicsecurities are issued;
(b) A system pursuant to which only uncertificatedpublic securities are issued; or
(c) A system pursuant to which both certificated publicsecurities and uncertificated public securities are issued.
2. The issuer may discontinue and reinstitute eithersystem, from time to time, if one type of system or the other type is regularlymaintained at all times with respect to the issue.
3. The system may be established, regularlymaintained, amended, discontinued or reinstituted for the issuer by an officialor official body.
4. Any such system must be described in the officialactions which provide for original issuance, and in subsequent official actionsproviding for amendments, supplementation and other matters from time to time.The description may be by reference to a program of the issuer which isestablished by the official or official body.
5. Any such system must define the method or methodsby which transfer of the public securities is effective with respect to theissuer, which method or methods are exclusive, substantial compliance beingessential to a valid transfer, and by which payment of principal, any priorredemption premium and any interest are made. The system may also provide forthe form of any certificated public securities, for differing record andpayment dates, for varying denominations and for accounting, destruction ofcancelled certificates and other incidental matters.
6. Under a system pursuant to which both certificatedpublic securities and uncertificated public securities are issued, both typesof public securities may be regularly issued, or one type may be regularlyissued and the other type issued only under described circumstances or toparticular described categories of transferees. Under a system pursuant towhich uncertificated public securities are regularly issued, provision may bemade for registration of pledges and releases.
7. The system may include covenants of the issuer asto amendments, discontinuances and reinstitutions, and the effect of these onthe exemption of interest from the federal income taxation provided for by theTax Code.
(Added to NRS by 1983, 606)
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1. An issuer, prior to or at original issuance, mayprovide as a part of a system of full registration:
(a) That the transferor or transferee of the publicsecurities pay all or a designated part of the costs of the system;
(b) That costs be paid out of proceeds of the publicsecurities; or
(c) That both methods be used.
2. The portion of the costs of the system not providedto be paid for by the transferor or the transferee or out of proceeds of thepublic security are otherwise the obligation of the issuer.
3. The issuer may as a part of the system provide forthe reimbursement or for satisfaction of its obligation by payment by others.
4. The issuer may:
(a) Enter into binding agreements with othersrespecting such reimbursement or payment;
(b) Establish fees and charges pursuant to suchagreements or otherwise;
(c) Provide that the amount or estimated amount ofthese fees and charges are an obligation of users, or benefited properties orpersons, or other persons in interest;
(d) Provide for the collection of this amount andreasonable collection costs, upon an assessment or tax roll (whether or not theissuer is authorized to levy assessments or taxes), by billing, or by someother method; and
(e) Provide for enforcement by the establishment of alien for collection on an assessment or tax roll, recordation of a lien,foreclosure and sale, personal action for judgment or other method.
5. Any lien, whether established for collection on anassessment or tax roll or separately by recordation may, if the system soprovides, be on a parity with the liens for assessments and taxes, or if thelien for assessments is subordinate to the lien for taxes, on a parity with thelien for assessments, not subject to extinguishment by foreclosure or saleunder the lien for any assessments and, if the lien of taxes is on a paritywith the lien of assessments, under the lien for any taxes and prior and superiorto all liens of any excise taxes, and all demands, executions, titles, liensand encumbrances, whenever created or otherwise fixed.
(Added to NRS by 1983, 608)
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(Added to NRS by 1983, 607)
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1. Any certificated public security signed by theauthorized officers at the time of its signing is not invalid and must not bedenied binding effect on the grounds that before its issuance any or all ofthose officers ceased to fill their respective offices.
2. Any authorized officer empowered to sign any suchcertificated public security may adopt as and for his signature the signatureof a predecessor in office if the predecessors signature appears on thecertificated public security.
(Added to NRS by 1983, 607)
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(Added to NRS by 1983, 607)
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(Added to NRS by 1983, 607)
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1. The issuer shall provide, with respect to itsuncertificated public securities, for the sending of written statements whichprovide a record of certain rights as of the time of issuance of thestatements.
2. These statements must be sent to each personacquiring rights by registration in uncertificated public securities, and thestatements so sent must be signed by an authorized officer or by a person whosesignature is required or permitted to be placed on a certificated publicsecurity of the same class or series.
3. Statements as such, confer no rights on therecipient. A statement is neither a negotiable instrument nor a publicsecurity.
(Added to NRS by 1983, 607)
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1. Records of the transferees and pledgees of publicsecurities and their addresses are not subject to inspection or copying underany law of this state relating to the inspection or copying of public records.
2. Registration records of the issuer may bemaintained at such locations within or without the State as the issuerdetermines.
(Added to NRS by 1983, 609)
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1. An issuer may:
(a) Appoint for such term as may be agreed, includingfor so long as an issue may be outstanding, corporate or other authenticatingtrustees, registrars, paying agents, other transfer agents, or other agents,and specify their rights, compensation and duties;
(b) Limit their liabilities; and
(c) Provide for their payment of liquidated damages inthe event of a breach of certain of the duties imposed, which liquidateddamages may be made payable to a financial intermediary.
2. None of the persons designated above in subsection1 need have an office or do business within this state.
3. An issuer may enter into a binding agreement withcustodian banks and financial intermediaries, and nominees of any of them, inconnection with the establishment and maintenance by others of a central depositorysystem for the transfer or pledge of federal securities, public securities orother securities for the benefit of the issuer.
4. Any such custodian banks, financial intermediariesand nominees may, if qualified and acting as fiduciaries, also serve asauthenticating trustees, registrars, paying agents, other types of transferagents and other agents of the issuer with respect to the same issue of publicsecurities.
(Added to NRS by 1983, 607)
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(Added to NRS by 1983, 607)
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(Added to NRS by 1983, 609)
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