2020 Nevada Revised Statutes
Chapter 86 - Limited-Liability Companies
NRS 86.5461 - Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations.

Universal Citation: NV Rev Stat § 86.5461 (2020)

1. Each foreign limited-liability company doing business in this State shall, at the time of the filing of its application for registration as a foreign limited-liability company with the Secretary of State, or, if the foreign limited-liability company has selected an alternative due date pursuant to subsection 11, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list on a form furnished by the Secretary of State that contains:

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

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

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

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

(e) The signature of a manager or managing member of the foreign limited-liability company, or some other person specifically authorized by the foreign limited-liability company to sign the list, certifying that the list is true, complete and accurate.

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

(a) The foreign limited-liability company has complied with the provisions of chapter 76 of NRS;

(b) The foreign limited-liability company acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State; and

(c) None of the managers or managing members identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing member in furtherance of any unlawful conduct.

3. Upon filing:

(a) The initial list required by this section, the foreign limited-liability company shall pay to the Secretary of State a fee of $150.

(b) Each annual list required by this section, the foreign limited-liability company shall pay to the Secretary of State a fee of $150.

4. If a foreign limited-liability company files an amended list of managers and managing members with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign limited-liability company or the resigning manager or managing member is not required to pay a fee for filing the amended list.

5. Except as otherwise provided in subsection 4, if a manager or managing member of a foreign limited-liability company resigns and the resignation is not reflected on the annual or amended list of managers and managing members, the foreign limited-liability company or the resigning manager or managing member shall pay to the Secretary of State a fee of $75 to file the resignation.

6. The Secretary of State shall, 90 days before the last day for filing each annual list required by this section, provide to each foreign limited-liability company which is required to comply with the provisions of NRS 86.5461 to 86.5468, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1. Failure of any foreign limited-liability company to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 86.5461 to 86.5468, inclusive.

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

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

9. A person who files with the Secretary of State a list required by this section which identifies a manager or managing member with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing members in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.

10. For the purposes of this section, a member is not deemed to exercise actual control of the daily operations of a foreign limited-liability company based solely on the fact that the member has voting control of the foreign limited-liability company.

11. The Secretary of State may allow a foreign limited-liability company to select an alternative due date for filing the initial list required by this section.

12. The Secretary of State may adopt regulations to administer the provisions of subsection 11.

(Added to NRS by 2003, 20th Special Session, 60; A 2005, 2260; 2007, 2675; 2009, 2037, 2838; 2013, 860; 2015, 2911; 2017, 2782)

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