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Nevada Revised Statutes - Business Associations - Securities - Commodities

Nevada Revised Statutes Section 78A.001

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 78A.004, 78A.006 and 78A.008 have the meaning ascribed to them in those ...

Nevada Revised Statutes Section 78A.004

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 78A.006

“Sign” defined. “Sign” means to affix a signature to a record. ...

Nevada Revised Statutes Section 78A.008

“Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with ...

Nevada Revised Statutes Section 78A.010

Applicability of chapter. The provisions of this chapter apply to all close corporations formed pursuant to NRS 78A.020. Unless otherwise provided by this chapter, the provisions of chapter 78 of ...

Nevada Revised Statutes Section 78A.013

Form required for filing of records.

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

Nevada Revised Statutes Section 78A.015

Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office ...

Nevada Revised Statutes Section 78A.020

Filing requirements; required and optional provisions of articles of incorporation.

1. A close corporation must be formed in accordance with NRS 78.030 to 78.055, inclusive, subject to the following ...

Nevada Revised Statutes Section 78A.030

Procedure for existing corporation to become close corporation.

1. Any corporation organized under chapter 78 of NRS may become a close corporation pursuant to this chapter by signing, filing ...

Nevada Revised Statutes Section 78A.040

Notice required on share certificates; effect of notice and restrictions on transfer of shares; shareholders to be provided with copies of provisions restricting rights.

1. The following statement must ...

Nevada Revised Statutes Section 78A.050

Transfer of shares prohibited; exceptions.

1. An interest in the shares of a close corporation may not be transferred, except to the extent permitted by the certificate of incorporation, ...

Nevada Revised Statutes Section 78A.060

Effect of attempt to transfer shares in violation of prohibition.

1. An attempt to transfer shares in a close corporation in violation of a prohibition against such a transfer ...

Nevada Revised Statutes Section 78A.070

Shareholders’ agreements: Authority to enter; effect; amendment.

1. All shareholders of a close corporation who are entitled to vote may agree in writing to regulate the exercise of the ...

Nevada Revised Statutes Section 78A.080

Shareholders’ agreements: Validity. A written agreement among stockholders of a close corporation or any provision of the certificate of incorporation or of the bylaws of the corporation that relates to ...

Nevada Revised Statutes Section 78A.090

Operation without board of directors; elimination and reinstatement of board.

1. A close corporation may operate without a board of directors if the certificate of incorporation contains a statement ...

Nevada Revised Statutes Section 78A.100

Annual meeting. A close corporation shall hold an annual meeting if one or more shareholders delivers a written notice to the corporation requesting a meeting. Upon receipt of a notice, ...

Nevada Revised Statutes Section 78A.110

Records signed, acknowledged or verified by person acting in more than one capacity. Notwithstanding any law to the contrary, a person who holds more than one office in a close ...

Nevada Revised Statutes Section 78A.120

Limitation on liability of shareholders. Personal liability may not be imposed upon shareholders of a close corporation solely as a result of the failure of the close corporation to observe ...

Nevada Revised Statutes Section 78A.130

Merger or share exchange; sale, lease or exchange of assets.

1. A plan of merger or share exchange that if effected would:

(a) Terminate the close corporation status ...

Nevada Revised Statutes Section 78A.140

Appointment of custodian, receiver or provisional director.

1. Upon application of a stockholder, the court may appoint one or more persons to be custodians and, if the corporation is ...

Nevada Revised Statutes Section 78A.150

Provisional director: Requirements for appointment; qualifications, rights and powers; compensation.

1. Notwithstanding any contrary provision of the certificate of incorporation, the bylaws or an agreement of the stockholders, the ...

Nevada Revised Statutes Section 78A.160

Option of stockholder to dissolve corporation: Inclusion in certificate of incorporation; exercise of option; notice on stock certificate.

1. The certificate of incorporation of any close corporation may include ...

Nevada Revised Statutes Section 78A.170

Time of termination of status. A close corporation is subject to the provisions of this chapter until:

1. The corporation files with the Secretary of State a certificate of ...

Nevada Revised Statutes Section 78A.180

Voluntary termination of status.

1. A corporation may voluntarily terminate its status as a close corporation, and cease to be subject to the provisions of this chapter, by amending ...

Nevada Revised Statutes Section 78A.190

Involuntary termination of status; intervention by court.

1. The status of a corporation as a close corporation terminates if one or more of the provisions or conditions of this ...

Nevada Revised Statutes Section 78A.200

Effect of termination of status.

1. A corporation that terminates its status as a close corporation is subject to the provisions of chapter 78 of NRS.

2. Termination ...

Nevada Revised Statutes Section 78.010

Definitions; construction.

1. As used in this chapter:

(a) “Approval” and “vote” as describing action by the directors or stockholders mean the vote of directors in person or ...

Nevada Revised Statutes Section 78.015

Applicability of chapter; effect on corporations existing before April 1, 1925.

1. The provisions of this chapter apply to:

(a) Corporations organized in this State on or after ...

Nevada Revised Statutes Section 78.020

Limitations on incorporation under chapter; compliance with other laws.

1. Insurance companies, mutual fire insurance companies, surety companies, express companies and railroad companies may be formed under this chapter, ...

Nevada Revised Statutes Section 78.025

Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter. This chapter may be amended or repealed at the pleasure of the Legislature, and every corporation ...

Nevada Revised Statutes Section 78.026

Form required for filing of records.

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

Nevada Revised Statutes Section 78.027

Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in his office with respect to a corporation pursuant to this chapter ...

Nevada Revised Statutes Section 78.028

Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office ...

Nevada Revised Statutes Section 78.029

Procedure to submit replacement page to Secretary of State before actual filing of record. Before the issuance of stock an incorporator, and after the issuance of stock an officer, of ...

Nevada Revised Statutes Section 78.0295

Correction of inaccurate or defective record filed with Secretary of State.

1. A corporation may correct a record filed in the Office of the Secretary of State with respect ...

Nevada Revised Statutes Section 78.0297

Corporate records: Manner of storage; conversion into clear and legible paper form; admissibility in evidence.

1. Except as otherwise provided by federal or state law, any records maintained by ...

Nevada Revised Statutes Section 78.0298

Records or signatures maintained by corporation.

1. No record or signature maintained by a corporation is required to be created, generated, sent, communicated, received, stored or otherwise processed or ...

Nevada Revised Statutes Section 78.030

Filing requirements.

1. One or more persons may establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant ...

Nevada Revised Statutes Section 78.035

Articles of incorporation: Required provisions. The articles of incorporation must set forth:

1. The name of the corporation. A name appearing to be that of a natural person and ...

Nevada Revised Statutes Section 78.037

Articles of incorporation: Optional provisions. The articles of incorporation may also contain any provision, not contrary to the laws of this State:

1. For the management of the business ...

Nevada Revised Statutes Section 78.039

Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

1. The name proposed for a corporation must be distinguishable on the ...

Nevada Revised Statutes Section 78.040

Name of corporation: 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 ...

Nevada Revised Statutes Section 78.045

Articles of incorporation: Approval or certification required before filing of certain articles or amendments.

1. The Secretary of State shall not accept for filing any articles of incorporation or ...

Nevada Revised Statutes Section 78.050

Commencement of corporate existence.

1. Upon the filing of the articles of incorporation and the certificate of acceptance pursuant to NRS 78.030, and the payment of the filing fees, ...

Nevada Revised Statutes Section 78.055

Acceptable evidence of incorporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under his official seal, or, with respect ...

Nevada Revised Statutes Section 78.060

General powers.

1. Any corporation organized under the provisions of this chapter:

(a) Has all the rights, privileges and powers conferred by this chapter.

(b) Has such ...

Nevada Revised Statutes Section 78.065

Adoption and use of corporate seal or stamp.

1. Every corporation, by virtue of its existence as such, shall have power to adopt and use a common seal or ...

Nevada Revised Statutes Section 78.070

Specific powers. Subject to such limitations, if any, as may be contained in its articles of incorporation, every corporation has the following powers:

1. To borrow money and contract ...

Nevada Revised Statutes Section 78.075

Railroad companies: Powers. In furtherance of and in addition to the powers which railroad companies organized under this chapter are entitled to exercise, but not in limitation of any of ...

Nevada Revised Statutes Section 78.080

Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.

1. The right-of-way is hereby given and granted to all railroad companies ...

Nevada Revised Statutes Section 78.085

Railroad companies: Filing and recording of certified maps and profiles.

1. Every railroad company in this State shall, within 90 days after its road is finally located:

(a) ...

Nevada Revised Statutes Section 78.090

Resident agent required; address of registered office; powers of bank or corporation who is resident agent; penalty for noncompliance; service upon resident agent in lieu of corporation.

1. Except ...

Nevada Revised Statutes Section 78.095

Change of address of resident agent and registered office.

1. Within 30 days after changing the location of his office from one address to another in this State, a ...

Nevada Revised Statutes Section 78.097

Resident agent: Resignation; designation of successor after death, resignation or removal from State.

1. A resident agent who desires to resign shall file with the Secretary of State a ...

Nevada Revised Statutes Section 78.105

Maintenance of records at registered office; inspection and copying of records; civil liability; penalties.

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

Nevada Revised Statutes Section 78.107

Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.

1. An inspection authorized by NRS 78.105 ...

Nevada Revised Statutes Section 78.110

Resident agent: Revocation of appointment; change of name.

1. If a corporation created pursuant to this chapter desires to change its resident agent, the change may be effected by ...

Nevada Revised Statutes Section 78.115

Board of directors: Number and qualifications. The business of every corporation must be managed under the direction of a board of directors or trustees, all of whom must be natural ...

Nevada Revised Statutes Section 78.120

Board of directors: General powers.

1. Subject only to such limitations as may be provided by this chapter, or the articles of incorporation of the corporation, the board of ...

Nevada Revised Statutes Section 78.125

Committees of board of directors: Designation; powers; membership.

1. Unless it is otherwise provided in the articles of incorporation, the board of directors may designate one or more committees ...

Nevada Revised Statutes Section 78.130

Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.

1. Every corporation must have a president, a secretary and a treasurer.

2. Every corporation may ...

Nevada Revised Statutes Section 78.135

Authority of directors and representatives of corporation.

1. The statement in the articles of incorporation of the objects, purposes, powers and authorized business of the corporation constitutes, as between ...

Nevada Revised Statutes Section 78.138

Directors and officers: Exercise of powers; performance of duties; presumptions and considerations; liability to corporation and stockholders.

1. Directors and officers shall exercise their powers in good faith and ...

Nevada Revised Statutes Section 78.139

Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.

1. Except as otherwise provided in subsection 2 or the articles ...

Nevada Revised Statutes Section 78.140

Restrictions on transactions involving interested directors or officers; compensation of directors.

1. A contract or other transaction is not void or voidable solely because:

(a) The contract or ...

Nevada Revised Statutes Section 78.150

Filing requirements; fees; powers and duties of Secretary of State.

1. A corporation organized pursuant to the laws of this State shall, on or before the last day of ...

Nevada Revised Statutes Section 78.153

Additional filing requirements for certain corporations: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 78.150, a corporation that meets the criteria set ...

Nevada Revised Statutes Section 78.155

Certificate of authorization to transact business. If a corporation has filed the initial or annual list in compliance with NRS 78.150 and has paid the appropriate fee for the filing, ...

Nevada Revised Statutes Section 78.165

Addresses of officers and directors required; failure to file.

1. Each list required to be filed under the provisions of NRS 78.150 to 78.185, inclusive, must, after the name ...

Nevada Revised Statutes Section 78.170

Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.

1. Each corporation which is required to make a filing and pay the fee prescribed in NRS 78.150 ...

Nevada Revised Statutes Section 78.175

Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.

1. The Secretary of State shall notify, by providing ...

Nevada Revised Statutes Section 78.180

Defaulting corporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a corporation which has forfeited or ...

Nevada Revised Statutes Section 78.185

Defaulting corporations: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a corporation applies to reinstate or revive its charter but its ...

Nevada Revised Statutes Section 78.191

“Distribution” defined. As used in NRS 78.191 to 78.307, inclusive, unless the context otherwise requires, the word “distribution” means a direct or indirect transfer of money or other property other ...

Nevada Revised Statutes Section 78.195

Issuance of more than one class or series of stock; rights of stockholders.

1. If a corporation desires to have more than one class or series of stock, the ...

Nevada Revised Statutes Section 78.1955

Establishment of matters regarding class or series of stock by resolution of board of directors.

1. If the voting powers, designations, preferences, limitations, restrictions and relative rights of any ...

Nevada Revised Statutes Section 78.196

Required and authorized classes or series of stock; shares called for redemption.

1. Each corporation must have:

(a) One or more classes or series of shares that together ...

Nevada Revised Statutes Section 78.197

Rights of persons holding obligations of corporation. A corporation may provide in its articles of incorporation that the holder of a bond, debenture or other obligation of the corporation may ...

Nevada Revised Statutes Section 78.200

Rights or options to purchase stock.

1. A corporation may create and issue rights or options entitling the holders thereof to purchase from the corporation any shares of its ...

Nevada Revised Statutes Section 78.205

Fractions of shares: Issuance; alternatives to issuance.

1. A corporation is not obligated to but may sign and deliver a certificate for or including a fraction of a share.

Nevada Revised Statutes Section 78.2055

Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

1. Unless otherwise provided in the ...

Nevada Revised Statutes Section 78.207

Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

1. Unless otherwise provided in the articles of ...

Nevada Revised Statutes Section 78.209

Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.

1. A change pursuant to NRS 78.207 ...

Nevada Revised Statutes Section 78.211

Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.

1. The board of directors may authorize shares to be issued for ...

Nevada Revised Statutes Section 78.215

Issuance of shares for consideration or as share dividend.

1. A corporation may issue and dispose of its authorized shares for such consideration as may be prescribed in the ...

Nevada Revised Statutes Section 78.220

Subscriptions for corporate shares: Payment; default; irrevocability.

1. Subscriptions to the shares of a corporation, whether made before or after its organization, must be paid in full at such ...

Nevada Revised Statutes Section 78.225

Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement. Unless otherwise provided in the articles of ...

Nevada Revised Statutes Section 78.230

Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.

1. No person holding shares in any corporation as collateral security shall be personally ...

Nevada Revised Statutes Section 78.235

Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement.

1. Except as otherwise provided in subsection 4, every stockholder is entitled to have a certificate, signed by ...

Nevada Revised Statutes Section 78.240

Shares of stock are personal property; transfers. The shares of stock in every corporation shall be personal property and shall be transferable on the books of the corporation, in such ...

Nevada Revised Statutes Section 78.242

Restrictions on transfer of stock.

1. Subject to the limitation imposed by NRS 104.8204, a written restriction on the transfer or registration of transfer of the stock of a ...

Nevada Revised Statutes Section 78.245

Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations. No stocks, bonds or other securities issued by any corporation organized under this chapter, nor the ...

Nevada Revised Statutes Section 78.250

Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply.

1. When the articles ...

Nevada Revised Statutes Section 78.257

Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty.

1. Any person who has been a stockholder of record of any corporation ...

Nevada Revised Statutes Section 78.265

Preemptive rights of stockholders in corporations organized before October 1, 1991.

1. The provisions of this section apply to corporations organized in this State before October 1, 1991.

...

Nevada Revised Statutes Section 78.267

Preemptive rights of stockholders in corporations organized on or after October 1, 1991.

1. The provisions of this section apply to corporations organized in this State on or after ...

Nevada Revised Statutes Section 78.275

Assessments on stock: Levy and collection; sale after default in payment.

1. The directors may at such times and in such amount, as they may from time to time ...

Nevada Revised Statutes Section 78.280

Purchase by corporation of its own stock at assessment sale when no other available purchaser.

1. Every corporation in this State may, whenever at any assessment sale of the ...

Nevada Revised Statutes Section 78.283

Treasury shares: Definition; limitations; retirement and disposal.

1. As used in this section, “treasury shares” means shares of a corporation issued and thereafter acquired by the corporation or another ...

Nevada Revised Statutes Section 78.288

Distributions to stockholders.

1. Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to ...

Nevada Revised Statutes Section 78.300

Liability of directors for unlawful distributions.

1. The directors of a corporation shall not make distributions to stockholders except as provided by this chapter.

2. Except as otherwise ...

Nevada Revised Statutes Section 78.307

“Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company.

1. As used in this section, unless the context requires otherwise:

(a) “Investment company” ...

Nevada Revised Statutes Section 78.315

Directors’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.

1. Unless the articles of incorporation or the bylaws provide for a greater or ...

Nevada Revised Statutes Section 78.320

Stockholders’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.

1. Unless this chapter, the articles of incorporation or the bylaws provide for different ...

Nevada Revised Statutes Section 78.325

Actions at meetings not regularly called: Ratification and approval.

1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees or stockholders, consent, either by:

...

Nevada Revised Statutes Section 78.330

Directors: Election; terms; classification; voting power.

1. Unless elected pursuant to NRS 78.320, directors of every corporation must be elected at the annual meeting of the stockholders by a ...

Nevada Revised Statutes Section 78.335

Directors: Removal; filling of vacancies.

1. Except as otherwise provided in this section, any director or one or more of the incumbent directors may be removed from office by ...

Nevada Revised Statutes Section 78.340

Failure to hold election of directors on regular day does not dissolve corporation. If the directors shall not be elected on the day designated for the purpose, the corporation shall ...

Nevada Revised Statutes Section 78.345

Election of directors by order of court upon failure of regular election.

1. If any corporation fails to elect directors within 18 months after the last election of directors ...

Nevada Revised Statutes Section 78.347

Application by stockholder for order of court appointing custodian or receiver; authority of custodian.

1. Any stockholder may apply to the district court to appoint one or more persons ...

Nevada Revised Statutes Section 78.350

Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.

1. Unless otherwise provided in the articles of incorporation, or in the resolution ...

Nevada Revised Statutes Section 78.352

Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.

1. A person holding stock in a fiduciary capacity is entitled to ...

Nevada Revised Statutes Section 78.355

Stockholders’ proxies.

1. At any meeting of the stockholders of any corporation any stockholder may designate another person or persons to act as a proxy or proxies. If any ...

Nevada Revised Statutes Section 78.360

Cumulative voting.

1. The articles of incorporation of any corporation may provide that at all elections of directors of the corporation each holder of stock possessing voting power is ...

Nevada Revised Statutes Section 78.365

Voting trusts.

1. A stockholder, by agreement in writing, may transfer his stock to a voting trustee or trustees for the purpose of conferring the right to vote the ...

Nevada Revised Statutes Section 78.370

Notice to stockholders.

1. If under the provisions of this chapter stockholders are required or authorized to take any action at a meeting, the notice of the meeting must ...

Nevada Revised Statutes Section 78.375

Waiver of notice. Whenever any notice whatever is required to be given under the provisions of this chapter, a waiver thereof in a signed writing or by transmission of an ...

Nevada Revised Statutes Section 78.378

Applicability; imposition of stricter requirements; protection of corporation and its stockholders.

1. The provisions of NRS 78.378 to 78.3793, inclusive, apply to any acquisition of a controlling interest in ...

Nevada Revised Statutes Section 78.3781

Definitions. As used in NRS 78.378 to 78.3793, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.3782 to 78.3788, inclusive, have the meanings ascribed to ...

Nevada Revised Statutes Section 78.3782

“Acquiring person” defined. “Acquiring person” means any person who, individually or in association with others, acquires or offers to acquire, directly or indirectly, a controlling interest in an issuing corporation. ...

Nevada Revised Statutes Section 78.3783

“Acquisition” defined.

1. Except as otherwise provided in subsection 2, “acquisition” means the direct or indirect acquisition of a controlling interest.

2. “Acquisition” does not include any acquisition ...

Nevada Revised Statutes Section 78.3784

“Control shares” defined. “Control shares” means those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person:

1. ...

Nevada Revised Statutes Section 78.3785

“Controlling interest” defined. “Controlling interest” means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of NRS 78.378 to 78.3793, inclusive, to enable the ...

Nevada Revised Statutes Section 78.3786

“Fair value” defined. “Fair value” means a value not less than the highest price per share paid by the acquiring person in an acquisition. ...

Nevada Revised Statutes Section 78.3787

“Interested stockholder” defined. “Interested stockholder” means a person who directly or indirectly exercises voting rights in the shares of an issuing corporation and who is:

1. An acquiring person;

Nevada Revised Statutes Section 78.3788

“Issuing corporation” defined. “Issuing corporation” means a corporation which is organized in this State and which:

1. Has 200 or more stockholders of record, at least 100 of whom ...

Nevada Revised Statutes Section 78.3789

Delivery of offeror’s statement by acquiring person; contents of statement. An acquiring person who has made or offered to make an acquisition of a controlling interest in an issuing corporation ...

Nevada Revised Statutes Section 78.379

Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.

1. An acquiring person and those acting in association with an acquiring person obtain only ...

Nevada Revised Statutes Section 78.3791

Approval of voting rights of acquiring person. Except as otherwise provided by the articles of incorporation of the issuing corporation, a resolution of the stockholders granting voting rights to the ...

Nevada Revised Statutes Section 78.3792

Redemption of control shares.

1. If so provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition ...

Nevada Revised Statutes Section 78.3793

Rights of dissenting stockholders. Unless otherwise provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a ...

Nevada Revised Statutes Section 78.380

Amendment of articles before issuance of voting stock.

1. At least two-thirds of the incorporators or of the board of directors of any corporation, if no voting stock of ...

Nevada Revised Statutes Section 78.385

Scope of amendments.

1. Any corporation may amend its articles of incorporation in any of the following respects:

(a) By addition to its corporate powers and purposes, or ...

Nevada Revised Statutes Section 78.390

Amendment of articles after issuance of stock: Procedure.

1. Every amendment to the articles of incorporation must be made in the following manner:

(a) The board of directors ...

Nevada Revised Statutes Section 78.403

Restatement of articles.

1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with ...

Nevada Revised Statutes Section 78.411

Definitions. As used in NRS 78.411 to 78.444, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.412 to 78.432, inclusive, have the meanings ascribed to ...

Nevada Revised Statutes Section 78.412

“Affiliate” defined. “Affiliate” means a person that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with, a specified person. ...

Nevada Revised Statutes Section 78.413

“Associate” defined. “Associate,” when used to indicate a relationship with any person, means:

1. Any corporation or organization of which that person is an officer or partner or is, ...

Nevada Revised Statutes Section 78.414

“Beneficial owner” defined. “Beneficial owner,” when used with respect to any shares, means a person that:

1. Individually or with or through any of its affiliates or associates, beneficially ...

Nevada Revised Statutes Section 78.416

“Combination” defined. “Combination,” when used in reference to any resident domestic corporation and any interested stockholder of the resident domestic corporation, means any of the following:

1. Any merger ...

Nevada Revised Statutes Section 78.417

“Common shares” defined. “Common shares” means any shares other than preferred shares. ...

Nevada Revised Statutes Section 78.418

“Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control.

1. Except as otherwise provided in subsection 2:

(a) “Control,” used alone or in the ...

Nevada Revised Statutes Section 78.419

“Date of acquiring shares” defined. Repealed. (See chapter 485, Statutes of Nevada 2003, at page 3192.) ...

Nevada Revised Statutes Section 78.421

“Date of announcement” defined. “Date of announcement,” when used in reference to any combination, means the date of the first public announcement of the final, definitive proposal for the combination. ...

Nevada Revised Statutes Section 78.422

“Date of consummation” defined. “Date of consummation,” with respect to any combination, means the date of the consummation of the combination or, in the case of a combination as to ...

Nevada Revised Statutes Section 78.423

“Interested stockholder” defined.

1. “Interested stockholder,” when used in reference to any resident domestic corporation, means any person, other than the resident domestic corporation or any subsidiary of the ...

Nevada Revised Statutes Section 78.424

“Market value” defined. “Market value,” when used in reference to the shares or property of any resident domestic corporation, means:

1. In the case of shares, the highest closing ...

Nevada Revised Statutes Section 78.426

“Preferred shares” defined. “Preferred shares” means any class or series of shares of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation:

Nevada Revised Statutes Section 78.427

“Resident domestic corporation” defined.

1. “Resident domestic corporation” is limited to a domestic corporation that has 200 or more stockholders of record.

2. A resident domestic corporation does ...

Nevada Revised Statutes Section 78.428

“Securities Exchange Act” defined. “Securities Exchange Act” means the Act of Congress known as the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78a et seq. ...

Nevada Revised Statutes Section 78.429

“Share” defined. “Share” means:

1. Any share or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting-trust certificate, or any certificate of deposit for ...

Nevada Revised Statutes Section 78.431

“Subsidiary” defined. “Subsidiary” of any resident domestic corporation means any other corporation of which a majority of the outstanding voting shares whose votes are entitled to be cast are owned, ...

Nevada Revised Statutes Section 78.432

“Voting shares” defined. “Voting shares” means shares of stock of a corporation entitled to vote generally in the election of directors. ...

Nevada Revised Statutes Section 78.433

Applicability: Generally. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation:

1. Which does not, as of the date that the person ...

Nevada Revised Statutes Section 78.434

Applicability: Election not to be governed by provisions. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation:

1. Whose original articles of ...

Nevada Revised Statutes Section 78.436

Applicability: Combination with inadvertent interested stockholder. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation with an interested stockholder of the resident domestic ...

Nevada Revised Statutes Section 78.437

Applicability: Combination with interested stockholder as of certain date. NRS 78.411 to 78.444, inclusive, do not apply to any combination with an interested stockholder who:

1. Was an interested ...

Nevada Revised Statutes Section 78.438

Combination prohibited within 3 years after stockholder becomes interested; exception; action on proposal.

1. Except as otherwise provided in NRS 78.433 to 78.437, inclusive, a resident domestic corporation may ...

Nevada Revised Statutes Section 78.439

Authorized combinations: General requirements. A resident domestic corporation may not engage in any combination with an interested stockholder of the resident domestic corporation after the expiration of 3 years after ...

Nevada Revised Statutes Section 78.441

Authorized combinations: Consideration to be received by disinterested holders of common shares. A combination engaged in with an interested stockholder of the resident domestic corporation more than 3 years after ...

Nevada Revised Statutes Section 78.442

Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares. A combination engaged in with an interested stockholder of the resident ...

Nevada Revised Statutes Section 78.443

Authorized combinations: Required form and distribution of consideration. The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the resident ...

Nevada Revised Statutes Section 78.444

Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder. A combination may be permissible if after the date that the person first became an interested stockholder ...

Nevada Revised Statutes Section 78.570

Sale of property and franchise under decree of court. Sales of the property and franchises of corporations that may be sold under a decree of court shall be made after ...

Nevada Revised Statutes Section 78.575

Procedure for dissolution before payment of capital and beginning of business. Before the payment of any part of the capital and before beginning the business for which the corporation was ...

Nevada Revised Statutes Section 78.580

Procedure for dissolution after issuance of stock or beginning of business.

1. If the board of directors of any corporation organized under this chapter, after the issuance of stock ...

Nevada Revised Statutes Section 78.585

Continuation of corporation after dissolution for winding up business; limitation on actions by or against dissolved corporation. The dissolution of a corporation does not impair any remedy or cause of ...

Nevada Revised Statutes Section 78.590

Trustees of dissolved corporation: Powers of directors.

1. Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its ...

Nevada Revised Statutes Section 78.595

Trustees of dissolved corporation: Authority to sue and be sued; joint and several responsibility. The persons constituted trustees as provided in NRS 78.590 shall have authority to sue for and ...

Nevada Revised Statutes Section 78.600

Trustees or receivers for dissolved corporations: Appointment; powers. When any corporation organized under this chapter shall be dissolved or cease to exist in any manner whatever, the district court, on ...

Nevada Revised Statutes Section 78.605

Jurisdiction of district court. The district court shall have jurisdiction of the application prescribed in NRS 78.600 and of all questions arising in the proceedings thereon, and may make such ...

Nevada Revised Statutes Section 78.610

Duties of trustees or receivers; payment and distribution to creditors and stockholders. The trustees or receivers, after payment of all allowances, expenses and costs, and the satisfaction of all special ...

Nevada Revised Statutes Section 78.615

Abatement of pending actions; substitution of dissolution trustees or receivers. If any corporation organized under this chapter becomes dissolved by the expiration of its charter or otherwise, before final judgment ...

Nevada Revised Statutes Section 78.620

Dissolution or forfeiture of charter by decree of court; filing. Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the district court, the decree or ...

Nevada Revised Statutes Section 78.622

Reorganization under federal law: Powers of corporation.

1. If a corporation is under reorganization in a federal court pursuant to Title 11 of U.S.C., it may take any action ...

Nevada Revised Statutes Section 78.630

Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.

1. Whenever any corporation becomes insolvent or suspends its ordinary business for ...

Nevada Revised Statutes Section 78.635

Appointment of receiver or trustee of insolvent corporation: Powers.

1. The district court, at the time of ordering the injunction, or at any time afterwards, may appoint a receiver ...

Nevada Revised Statutes Section 78.640

Property and privileges of insolvent corporation vest in appointed receiver. All real and personal property of an insolvent corporation, wheresoever situated, and all its franchises, rights, privileges and effects shall, ...

Nevada Revised Statutes Section 78.645

Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.

1. Whenever a receiver shall have ...

Nevada Revised Statutes Section 78.650

Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.

1. Any holder or holders of one-tenth of the issued and outstanding stock may apply to the district ...

Nevada Revised Statutes Section 78.655

Reorganization of corporation by majority of stockholders during receivership. Whenever stockholders holding stock entitling them to exercise at least a majority of the voting power of the corporation shall have ...

Nevada Revised Statutes Section 78.660

Powers of district court.

1. The court shall have power to send for persons and papers and to examine any persons, including the creditors and claimants, and the president, ...

Nevada Revised Statutes Section 78.665

Receiver to take possession of corporate assets upon court order. The receiver, upon order of the court, with the assistance of a peace officer, may break open, in the daytime, ...

Nevada Revised Statutes Section 78.670

Inventory, list of debts and reports by receiver. The receiver, as soon as convenient, shall lay before the district court a full and complete inventory of all the estate, property ...

Nevada Revised Statutes Section 78.675

Creditors’ proofs of claims; when participation barred; notice. All creditors shall present and make proof to the receiver of their respective claims against the corporation within 6 months from the ...

Nevada Revised Statutes Section 78.680

Creditors’ claims to be in writing under oath; examination of claimants. Every claim against any corporation for which a receiver has been appointed shall be presented to the receiver in ...

Nevada Revised Statutes Section 78.685

Action on creditors’ claims; appeal of disallowed claims.

1. The clerk of the district court, immediately upon the expiration of the time fixed for the filing of claims, shall ...

Nevada Revised Statutes Section 78.695

Substitution of receiver as party; abatement of actions.

1. A receiver, upon application by him, shall be substituted as party plaintiff or complainant in the place and stead of ...

Nevada Revised Statutes Section 78.700

Sales of encumbered or deteriorating property. Where property of an insolvent corporation is at the time of the appointment of a receiver encumbered with mortgages or other liens, the legality ...

Nevada Revised Statutes Section 78.705

Compensation, costs and expenses of receiver. Before distribution of the assets of an insolvent corporation among the creditors or stockholders, the district court shall allow a reasonable compensation to the ...

Nevada Revised Statutes Section 78.710

Distribution of money to creditors and stockholders. After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation ...

Nevada Revised Statutes Section 78.715

Acts of majority of receivers effectual; removal and vacancies.

1. Every matter and thing by this chapter required to be done by receivers or trustees shall be good and ...

Nevada Revised Statutes Section 78.720

Employees’ liens for wages when corporation insolvent.

1. Whenever any corporation becomes insolvent or is dissolved in any way or for any cause, the employees doing labor or service, ...

Nevada Revised Statutes Section 78.725

Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.

1. Any corporation organized and existing under the laws of this State on April 1, 1925, ...

Nevada Revised Statutes Section 78.730

Renewal or revival: Procedure; fee; certificate as evidence.

1. Any corporation which did exist or is existing under the laws of this State may, upon complying with the provisions ...

Nevada Revised Statutes Section 78.740

Renewal or revival: Status of corporation. Any corporation existing on or incorporated after April 1, 1925, desiring to renew or revive its corporate existence, upon complying with the provisions of ...

Nevada Revised Statutes Section 78.745

Action against stockholder for unpaid subscriptions; limitation of action. No action shall be brought by the corporation against any stockholder for any unpaid subscription unless within 2 years after the ...

Nevada Revised Statutes Section 78.747

Liability of stockholder, director or officer for debt or liability of corporation.

1. Except as otherwise provided by specific statute, no stockholder, director or officer of a corporation is ...

Nevada Revised Statutes Section 78.750

Service of process on corporations.

1. In any action commenced against any corporation in any court of this State, service of process may be made in the manner provided ...

Nevada Revised Statutes Section 78.7502

Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.

1. A corporation may indemnify any person who was or is a party or is threatened to ...

Nevada Revised Statutes Section 78.751

Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.

1. Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or ...

Nevada Revised Statutes Section 78.752

Insurance and other financial arrangements against liability of directors, officers, employees and agents.

1. A corporation may purchase and maintain insurance or make other financial arrangements on behalf of ...

Nevada Revised Statutes Section 78.755

Duties: Collection of fees; employment of new technology to aid in performance.

1. The Secretary of State, for services relating to his official duties and the records of his ...

Nevada Revised Statutes Section 78.760

Filing fees: Articles of incorporation.

1. The fee for filing articles of incorporation is prescribed in the following schedule:

If the amount represented by the total number ...

Nevada Revised Statutes Section 78.765

Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal.

1. The fee for ...

Nevada Revised Statutes Section 78.767

Filing fees: Certificates of restated articles of incorporation.

1. The fee for filing a certificate of restated articles of incorporation that does not increase the corporation’s authorized stock is ...

Nevada Revised Statutes Section 78.780

Filing fees: Certificates of extension and dissolution.

1. The fee for filing a certificate of extension of corporate existence of any corporation is an amount equal to one-fourth of ...

Nevada Revised Statutes Section 78.785

Miscellaneous fees.

1. The fee for filing a certificate of change of location of a corporation’s registered office and resident agent, or a new designation of resident agent, is ...

Nevada Revised Statutes Section 78.795

Registration of natural person or corporation willing to serve as resident agent for corporation, limited-liability company or limited partnership.

1. Any natural person or corporation residing or located in ...

Nevada Revised Statutes Section 80.001

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 80.002 to 80.004, inclusive, have the meanings ascribed to them in those ...

Nevada Revised Statutes Section 80.002

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 80.0025

“Sign” defined. “Sign” means to affix a signature to a record. ...

Nevada Revised Statutes Section 80.003

“Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with ...

Nevada Revised Statutes Section 80.004

“Street address” defined. “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process. ...

Nevada Revised Statutes Section 80.0045

Form required for filing of records.

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

Nevada Revised Statutes Section 80.005

Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in his office by a foreign corporation pursuant to this chapter and ...

Nevada Revised Statutes Section 80.006

Procedure to submit replacement page to Secretary of State before actual filing of record. Before the issuance of stock, an incorporator or, after the issuance of stock, an officer of ...

Nevada Revised Statutes Section 80.007

Correction of inaccurate or defective record filed with Secretary of State.

1. A foreign corporation may correct a record filed in the Office of the Secretary of State if ...

Nevada Revised Statutes Section 80.010

Filing requirements; distinguishable name of corporation required; availability of name of revoked, merged or otherwise terminated corporation; limitations; regulations.

1. Before commencing or doing any business in this State, ...

Nevada Revised Statutes Section 80.012

Name of corporation: 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 ...

Nevada Revised Statutes Section 80.015

Activities not constituting transaction of business.

1. For the purposes of this chapter, the following activities do not constitute doing business in this State:

(a) Maintaining, defending or ...

Nevada Revised Statutes Section 80.016

Determination of whether solicitation is made or accepted. For the purposes of NRS 80.015:

1. A solicitation of a deposit is made in this State, whether or not either ...

Nevada Revised Statutes Section 80.025

Modification of corporate name to qualify to transact business: Requirements; procedure.

1. If a foreign corporation cannot qualify to do business in this State because its name does not ...

Nevada Revised Statutes Section 80.030

Filing of amendatory records after qualification.

1. Each foreign corporation admitted to do business in this State shall, within 90 days after the filing of any record amendatory or ...

Nevada Revised Statutes Section 80.040

Required records in foreign language must be accompanied by English translations. If the papers required by NRS 80.010 and 80.030 to be filed in this State are of record in ...

Nevada Revised Statutes Section 80.050

Fees.

1. Except as otherwise provided in subsection 3, foreign corporations shall pay the same fees to the Secretary of State as are required to be paid by corporations ...

Nevada Revised Statutes Section 80.055

Penalties for failure to comply with requirements for qualification; enforcement.

1. Every corporation which fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive:

...

Nevada Revised Statutes Section 80.060

Requirement. Every foreign corporation owning property or doing business in this State shall appoint and keep in this State a resident agent as provided in NRS 14.020. ...

Nevada Revised Statutes Section 80.070

Revocation of appointment; change of name; resignation; designation of successor after death, resignation or removal from State.

1. A foreign corporation may change its resident agent by filing with ...

Nevada Revised Statutes Section 80.080

Service of process on corporations. Service of process on a foreign corporation owning property or doing business in this State shall be made in the manner provided in NRS 14.020 ...

Nevada Revised Statutes Section 80.090

Statute of limitations. If a foreign corporation doing business in this State maintains and keeps in the State a resident agent as provided by NRS 80.060 and files or has ...

Nevada Revised Statutes Section 80.095

Suspension of statute of limitations for failure to comply. The benefit of NRS 80.090 shall be suspended during any period or periods when the corporation is in default in complying ...

Nevada Revised Statutes Section 80.100

Authority of directors and representatives: Contracts and conveyances. The provisions of NRS 78.135 apply to contracts and conveyances made by foreign corporations in this State and to all conveyances by ...

Nevada Revised Statutes Section 80.110

Filing requirements; fees; powers and duties of Secretary of State.

1. Each foreign corporation doing business in this State shall, on or before the last day of the first ...

Nevada Revised Statutes Section 80.115

Additional filing requirements for certain corporations: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 80.110, a corporation that meets the criteria set ...

Nevada Revised Statutes Section 80.120

Certificate of authorization to transact business. If a corporation has filed the initial or annual list in compliance with NRS 80.110 and has paid the appropriate fee for the filing, ...

Nevada Revised Statutes Section 80.140

Addresses of officers and directors required; failure to file.

1. Each list required to be filed under the provisions of NRS 80.110 to 80.175, inclusive, must, after the name ...

Nevada Revised Statutes Section 80.150

Defaulting corporations: Identification; forfeiture of right to transact business; penalty.

1. Any corporation which is required to make a filing and pay the fee prescribed in NRS 80.110 to ...

Nevada Revised Statutes Section 80.160

Defaulting corporations: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each corporation deemed in default pursuant to ...

Nevada Revised Statutes Section 80.170

Defaulting corporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a corporation which has forfeited or ...

Nevada Revised Statutes Section 80.175

Defaulting corporations: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign corporation applies to reinstate its charter but its name ...

Nevada Revised Statutes Section 80.190

Publication of annual statement: Requirements; penalty.

1. Except as otherwise provided in subsection 2, each foreign corporation doing business in this State shall, not later than the month of ...

Nevada Revised Statutes Section 80.200

Surrender of right to transact intrastate business.

1. Any foreign corporation qualified to do business in this State under the provisions of this chapter may withdraw therefrom and surrender ...

Nevada Revised Statutes Section 80.210

Penalties for failure to comply with requirements for qualification; enforcement. [Replaced in revision by NRS 80.055.] ...

Nevada Revised Statutes Section 80.220

Suspension of statute of limitations for failure to comply. [Replaced in revision by NRS 80.095.]

  ...

Nevada Revised Statutes Section 80.280

License required for corporation to render professional service. A foreign corporation organized to render a professional service may not render that service in this State unless the person rendering it ...

Nevada Revised Statutes Section 81.001

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 81.0012 to 81.0025, inclusive, have the meanings ascribed to them in those ...

Nevada Revised Statutes Section 81.0012

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 81.0014

“Sign” defined. “Sign” means to affix a signature to a record. ...

Nevada Revised Statutes Section 81.0015

“Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with ...

Nevada Revised Statutes Section 81.0025

“Street address” defined. “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process. ...

Nevada Revised Statutes Section 81.0027

Form required for filing of records.

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

Nevada Revised Statutes Section 81.003

Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office ...

Nevada Revised Statutes Section 81.006

Correction of inaccurate or defective record filed with Secretary of State.

1. A nonprofit cooperative corporation, a cooperative association, a charitable organization or any other entity formed under the ...

Nevada Revised Statutes Section 81.010

Formation; applicable law; revival of certain expired corporations.

1. Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed ...

Nevada Revised Statutes Section 81.020

Capital stock; purpose; voting power of members; meetings; dividends; dealing in products of nonmembers.

1. The corporation may or may not have capital stock, and its business must be ...

Nevada Revised Statutes Section 81.030

Memberships: Certificates; transfer and assignment.

1. Any person or any number of persons, including and in addition to the original incorporators, may become members of the corporation upon such ...

Nevada Revised Statutes Section 81.040

Articles of incorporation: Required provisions. Each corporation formed under NRS 81.010 to 81.160, inclusive, must prepare and file articles of incorporation in writing, setting forth:

1. The name of ...

Nevada Revised Statutes Section 81.050

Articles of incorporation: Optional provisions. In addition to the requirements of NRS 81.040, the articles of incorporation of any association incorporated under NRS 81.010 to 81.160, inclusive, may contain any ...

Nevada Revised Statutes Section 81.060

Articles of incorporation: Filing requirements; acceptable evidence of incorporation.

1. The articles of incorporation must be:

(a) Signed by three or more of the original members, a majority ...

Nevada Revised Statutes Section 81.070

Amendment of articles of incorporation. Any such corporation may amend its articles of incorporation in any manner not inconsistent with the provisions of NRS 81.010 to 81.160, inclusive, in the ...

Nevada Revised Statutes Section 81.080

Bylaws: Adoption; amendment; effectiveness.

1. Each corporation incorporated under NRS 81.010 to 81.160, inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for ...

Nevada Revised Statutes Section 81.090

Bylaws: Optional provisions. Each corporation organized under NRS 81.010 to 81.160, inclusive, may also, by its bylaws, provide for the following matters:

1. The number of directors, not less ...

Nevada Revised Statutes Section 81.100

Bylaws: Provisions for unequal property rights. If the bylaws shall provide for unequal property rights of the several members, the provisions of NRS 81.010 to 81.160, inclusive, with reference to ...

Nevada Revised Statutes Section 81.110

General powers. A corporation incorporated pursuant to NRS 81.010 to 81.160, inclusive, may:

1. Appoint such agents and officers as its business may require, and the appointed agents may ...

Nevada Revised Statutes Section 81.120

Marketing contracts: Powers of corporation; title to property.

1. Each corporation shall have the power to enter into all contracts deemed advisable with members or others requiring them to ...

Nevada Revised Statutes Section 81.130

Consolidation of cooperative corporations: Procedure; powers.

1. Upon written assent of two-thirds of all the members or by a vote of members representing two-thirds of the total votes of ...

Nevada Revised Statutes Section 81.150

Right of corporation to do business: Quo warranto proceedings. The right of a corporation, claiming to be organized and incorporated and carrying on its business under NRS 81.010 to 81.160, ...

Nevada Revised Statutes Section 81.160

Applicability of NRS 81.010 to 81.160, inclusive. The provisions of NRS 81.010 to 81.160, inclusive, are not applicable to railroads, telegraph, telephone, banking, insurance, building and loan, or ...

Nevada Revised Statutes Section 81.170

“Lawful business” defined; construction of NRS 81.170 to 81.270, inclusive.

1. NRS 81.170 to 81.270, inclusive, being passed to promote association for mutual welfare, the words “lawful business” extend ...

Nevada Revised Statutes Section 81.175

Applicable law.

1. Except as otherwise provided in subsection 2, the provisions of chapter 82 of NRS govern a cooperative association organized pursuant to NRS 81.170 to 81.270, inclusive, ...

Nevada Revised Statutes Section 81.180

Formation of cooperative association: No capital stock; issuance of membership certificates.

1. It shall be lawful for five or more persons to form a cooperative association for the purpose ...

Nevada Revised Statutes Section 81.190

Members: Qualifications, rights, interest and duties.

1. All persons above the age of 18 years, regardless of sex, shall be eligible to membership, if otherwise qualified and elected as ...

Nevada Revised Statutes Section 81.200

Articles of association: Filing requirements; required provisions.

1. Each association formed under NRS 81.170 to 81.270, inclusive, shall prepare articles of association in writing, setting forth:

(a) The ...

Nevada Revised Statutes Section 81.210

Purpose of business may be changed; amendment of articles.

1. The purpose of the business may be altered, changed, modified, enlarged or diminished, or the articles of association amended, ...

Nevada Revised Statutes Section 81.220

General powers. Every association formed under NRS 81.170 to 81.270, inclusive, may:

1. Sue and be sued in any court in its associate name.

2. Make and use ...

Nevada Revised Statutes Section 81.230

Bylaws: Adoption; amendment; required and optional provisions.

1. Every association formed under NRS 81.170 to 81.270, inclusive, must, within 40 days after it so becomes an association, adopt a ...

Nevada Revised Statutes Section 81.240

Bylaws: Required and optional provisions concerning profits.

1. The bylaws shall provide for the time and manner in which profits shall be divided between the members, and what proportion ...

Nevada Revised Statutes Section 81.250

Recording and maintaining of bylaws and amendments. The bylaws and all amendments must be recorded in a book and kept in the office of the association. ...

Nevada Revised Statutes Section 81.260

Association’s property subject to execution; member’s interest sold upon execution; rights of purchaser.

1. The property of the association shall be subject to judgment and execution for the lawful ...

Nevada Revised Statutes Section 81.270

Succession to membership: Nomination and transfer on death.

1. Any member may, upon or after becoming a member, nominate upon his application, or otherwise file with the secretary of ...

Nevada Revised Statutes Section 81.410

Formation; applicable law.

1. Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in NRS 81.410 to 81.540, ...

Nevada Revised Statutes Section 81.420

No capital stock; not to be carried on for profit. The corporation shall not have a capital stock, and its business shall not be carried on for profit. ...

Nevada Revised Statutes Section 81.430

Memberships: Certificates; transfer and assignment.

1. Any person or any number of persons, including and in addition to the original incorporators, may become members of the corporation upon such ...

Nevada Revised Statutes Section 81.440

Articles of incorporation: Required provisions. Each corporation formed under NRS 81.410 to 81.540, inclusive, shall prepare and file articles of incorporation in writing, setting forth:

1. The name of ...

Nevada Revised Statutes Section 81.450

Articles of incorporation: Filing requirements; acceptable evidence of incorporation.

1. The articles of incorporation must be:

(a) Signed by three or more of the original members, a majority ...

Nevada Revised Statutes Section 81.470

Bylaws: Adoption; amendment; effectiveness.

1. Each corporation incorporated under NRS 81.410 to 81.540, inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for ...

Nevada Revised Statutes Section 81.480

Bylaws: Optional provisions. Each corporation organized under NRS 81.410 to 81.540, inclusive, may also, by its bylaws, provide for the following matters:

1. The manner of removal of any ...

Nevada Revised Statutes Section 81.490

Bylaws: Provisions for unequal voting power. If the bylaws shall provide for unequal voting power, or unequal property rights of the several members, or both, the provisions of NRS 81.410 ...

Nevada Revised Statutes Section 81.500

General powers.

1. Each corporation incorporated under NRS 81.410 to 81.540, inclusive, has the powers granted by the provisions of other laws of Nevada relating to private corporations which ...

Nevada Revised Statutes Section 81.505

Restriction on power of rural electric cooperatives to sell, lease or dispose of assets.

1. A rural electric cooperative formed or consolidated pursuant to NRS 81.410 to 81.540, inclusive, ...

Nevada Revised Statutes Section 81.510

Agreements for unified action by cooperative corporations. Any two or more cooperative corporations organized under NRS 81.410 to 81.540, inclusive, upon resolutions adopted by their respective boards of directors, may, ...

Nevada Revised Statutes Section 81.540

Applicability and effect of NRS 81.410 to 81.540, inclusive.

1. The provisions of NRS 81.410 to 81.540, inclusive, are not applicable to railroads, telegraph, telephone, banking, insurance, ...

Nevada Revised Statutes Section 81.550

Short title. NRS 81.550 to 81.660, inclusive, may be cited as the Charitable Organization Act. ...

Nevada Revised Statutes Section 81.560

Declaration of policy. The Legislature hereby declares that the policy of the State is to maximize the funds available for charitable purposes by minimizing, to the greatest extent practicable, the ...

Nevada Revised Statutes Section 81.570

References to Internal Revenue Code. As used in NRS 81.550 to 81.660, inclusive, unless otherwise indicated, section references are to the Internal Revenue Code of 1954 and include future amendments ...

Nevada Revised Statutes Section 81.580

Definitions. As used in NRS 81.550 to 81.660, inclusive, unless the context otherwise requires, the words and terms defined in NRS 81.600, 81.605 and 81.610, have the meanings ascribed to ...

Nevada Revised Statutes Section 81.600

“Director” defined. “Director” means a director, trustee, person or persons constituting the controlling board of a charitable organization. ...

Nevada Revised Statutes Section 81.605

“Governing instrument” defined. “Governing instrument” means the articles or certificate of incorporation or association or other written instrument by which a private foundation is created, but does not include its ...

Nevada Revised Statutes Section 81.610

“Private foundation” defined. “Private foundation” is any nonprofit corporation, association, foundation, or other charitable entity formed pursuant to the laws of the State of Nevada which is a “private foundation” ...

Nevada Revised Statutes Section 81.620

Applicability of NRS 81.550 to 81.660, inclusive. The provisions of NRS 81.550 to 81.660, inclusive, apply to any private foundation whether it was created before or is created ...

Nevada Revised Statutes Section 81.630

Prohibited acts. In the administration of any private foundation that is subject to the provisions of the Internal Revenue Code of 1954, unless otherwise provided in the governing instrument, the ...

Nevada Revised Statutes Section 81.640

Minimum distributions required. Unless otherwise provided in the governing instrument, in the administration of any private foundation, there must be distributed for the purposes specified in the governing instrument, for ...

Nevada Revised Statutes Section 81.650

Amendment of governing instrument: Procedure.

1. The board of directors or trustees of any private foundation which is a corporation organized under and governed by Nevada law may, by ...

Nevada Revised Statutes Section 81.660

Amendment of governing instrument: Provision for termination of status of private foundation. In addition to amending the governing instrument of the private foundation in accordance with NRS 81.650, the amendment ...

Nevada Revised Statutes Section 82.006

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82.011 to 82.044, inclusive, have the meanings ascribed to them in those ...

Nevada Revised Statutes Section 82.011

“Articles of incorporation” and “articles” defined. “Articles of incorporation” and “articles” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 82.081, 82.346, 82.356 ...

Nevada Revised Statutes Section 82.016

“Corporation” defined. Unless the context otherwise requires, “corporation” means a corporation organized or governed by this chapter. ...

Nevada Revised Statutes Section 82.021

“Corporation for public benefit” defined. “Corporation for public benefit” is a corporation formed or existing pursuant to this chapter that:

1. Is recognized as exempt under section 501(c)(3) of ...

Nevada Revised Statutes Section 82.026

“Directors” and “trustees” defined. “Directors” and “trustees” are synonymous terms. ...

Nevada Revised Statutes Section 82.031

“Member” defined. Unless otherwise provided in the articles or bylaws, the word “member” means, without regard to what a person is called in the articles or bylaws, any person who ...

Nevada Revised Statutes Section 82.036

“Receiver” defined. “Receiver” includes receivers and trustees appointed as provided in this chapter and chapter 32 of NRS. ...

Nevada Revised Statutes Section 82.038

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 82.041

“Registered office” defined. “Registered office” of a corporation means the office maintained at the street address of its resident agent. ...

Nevada Revised Statutes Section 82.043

“Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with ...

Nevada Revised Statutes Section 82.044

“Street address” defined. “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process. ...

Nevada Revised Statutes Section 82.046

Construction of chapter. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers, contained in this ...

Nevada Revised Statutes Section 82.051

Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.

1. This chapter applies to the following corporations:

(a) Corporations organized in this State on ...

Nevada Revised Statutes Section 82.056

Election of existing corporation to accept chapter: Eligibility; procedure. A corporation having shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of ...

Nevada Revised Statutes Section 82.061

Election of existing corporation to accept chapter: Filing requirements; contents.

1. A certificate of election to accept this chapter pursuant to NRS 82.056 must be signed by an officer ...

Nevada Revised Statutes Section 82.063

Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence.

1. The board of directors of a corporation without shares of stock ...

Nevada Revised Statutes Section 82.066

Election of existing and expired corporation to accept chapter: Effect. Upon filing a certificate of acceptance, the election of a corporation to accept this chapter is effective and the corporation ...

Nevada Revised Statutes Section 82.071

Limitations on eligibility to organize under chapter. No insurance company, stock fire insurance company, surety company, express company, trust company, stock savings and loan association, or corporation organized for the ...

Nevada Revised Statutes Section 82.076

Effect of amendment or repeal of chapter; chapter is part of corporation’s charter. Every corporation created under this chapter, or availing itself of any of the provisions of this chapter, ...

Nevada Revised Statutes Section 82.081

Filing requirements.

1. One or more natural persons may associate to establish a corporation no part of the income or profit of which is distributable to its members, directors ...

Nevada Revised Statutes Section 82.086

Articles of incorporation: Required provisions. The articles of incorporation must set forth:

1. The name of the corporation. A name appearing to be that of a natural person and ...

Nevada Revised Statutes Section 82.091

Articles of incorporation: Optional provisions. The articles of incorporation may also contain:

1. Any provision subordinating the corporation to the authority of a superior organization or any person, and ...

Nevada Revised Statutes Section 82.096

Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

1. The name proposed for a corporation must be distinguishable on the ...

Nevada Revised Statutes Section 82.101

Name of corporation: Reservation; injunctive relief.

1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use any ...

Nevada Revised Statutes Section 82.106

Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments.

1. The Secretary of State shall not accept for filing pursuant to this ...

Nevada Revised Statutes Section 82.111

Commencement of corporate existence.

1. Upon the filing of the articles of incorporation and the certificate of acceptance pursuant to NRS 82.081, and the payment of the filing fees, ...

Nevada Revised Statutes Section 82.116

Acceptable evidence of incorporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under his official seal, must be received ...

Nevada Revised Statutes Section 82.121

General powers.

1. A corporation:

(a) Has all the rights, privileges and powers hereby conferred.

(b) Has such rights, privileges and powers as may be conferred upon ...

Nevada Revised Statutes Section 82.126

Adoption and use of corporate seal or stamp.

1. Every corporation, by virtue of its existence as such, may adopt and use a common seal or stamp, and alter ...

Nevada Revised Statutes Section 82.131

Specific powers. Subject to such limitations, if any, as may be contained in its articles, every corporation may:

1. Borrow money and contract debts when necessary for the transaction ...

Nevada Revised Statutes Section 82.136

Restrictions: Issuance of stock; pecuniary gain of members; distributions.

1. A corporation must not have or issue shares of stock.

2. A corporation must not be formed for ...

Nevada Revised Statutes Section 82.181

Maintenance of records at registered office; inspection and copying of records; civil liability; penalties; denial of request for inspection of records; defense to action for penalties or damages; authority of ...

Nevada Revised Statutes Section 82.186

Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages.

1. Any director or person authorized in ...

Nevada Revised Statutes Section 82.193

Resident agent required; applicable law regarding resident agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees.

...

Nevada Revised Statutes Section 82.196

Board of directors or trustees: Number and qualifications of members. Every corporation must be managed by a board of directors or trustees, all of whom must be at least 18 ...

Nevada Revised Statutes Section 82.201

Board of directors or trustees: General powers.

1. Subject only to such limitations as may be provided by this chapter, or the articles, the board of directors or trustees ...

Nevada Revised Statutes Section 82.206

Committees of board of directors: Designation; powers; names; membership.

1. Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, ...

Nevada Revised Statutes Section 82.211

Officers of corporation: Selection; terms; duties.

1. Every corporation must have a president or a chairman of the board, a secretary and a treasurer.

2. Every corporation may ...

Nevada Revised Statutes Section 82.216

Authority of directors and representatives of corporation.

1. The statement in the articles or bylaws of the objects, purposes, powers and authorized business of the corporation constitutes, as between ...

Nevada Revised Statutes Section 82.221

Directors and officers: Exercise of powers and performance of duties; personal liability.

1. Directors and officers shall exercise their powers in good faith and with a view to the ...

Nevada Revised Statutes Section 82.226

Restrictions on transactions involving interested directors or officers; compensation of directors.

1. No contract or other transaction between a corporation and one or more of its directors or officers, ...

Nevada Revised Statutes Section 82.231

Powers of corporation; classes, qualifications and rights of members; term of membership.

1. A corporation may have one or more classes of members or may have no members. In ...

Nevada Revised Statutes Section 82.236

Transfer of membership.

1. Except as otherwise provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it.

Nevada Revised Statutes Section 82.241

Personal liability of members; imposition of dues, assessments or fees.

1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations ...

Nevada Revised Statutes Section 82.246

Resignation.

1. Except as otherwise provided in subsection 2, and unless otherwise provided in its articles or bylaws, a member of a corporation may resign at any time. The ...

Nevada Revised Statutes Section 82.251

Expulsion of member; suspension or termination of membership.

1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to ...

Nevada Revised Statutes Section 82.256

Purchase of membership by corporation. If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated, for the ...

Nevada Revised Statutes Section 82.261

Delegates. A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to:

Nevada Revised Statutes Section 82.266

Place of members’, delegates’ and directors’ meetings. Meetings of members, if any, delegates, if any, and directors of any corporation may be held within or without this State, in the ...

Nevada Revised Statutes Section 82.271

Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.

1. Unless the articles or the bylaws provide for ...

Nevada Revised Statutes Section 82.276

Consent of members in lieu of meeting.

1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a ...

Nevada Revised Statutes Section 82.281

Actions at meetings not regularly called: Consent, ratification and approval.

1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees, delegates or members, consent by:

Nevada Revised Statutes Section 82.286

Election of directors and delegates; classification of directors.

1. If a corporation has members entitled to vote for the election of directors, or for the election of delegates who ...

Nevada Revised Statutes Section 82.291

Meetings of members or delegates: Quorum. Unless otherwise provided in the articles or bylaws, a quorum for a meeting of members is 10 percent of the voting power of the ...

Nevada Revised Statutes Section 82.296

Directors: Removal; filling of vacancies.

1. Any director may be removed from office by the vote of members, if any, representing not less than a majority of the voting ...

Nevada Revised Statutes Section 82.301

Effect of failure to elect director on designated day. If the directors are not elected on the day designated for the purpose, the corporation is not for that reason dissolved, ...

Nevada Revised Statutes Section 82.306

Election of directors by order of court upon failure of regular election.

1. If any corporation fails to elect directors within 18 months after the last election of directors ...

Nevada Revised Statutes Section 82.311

Provisional director: Appointment; qualifications; rights and powers; removal.

1. Any director or one-third of the members may apply to the district court to appoint one person to be a ...

Nevada Revised Statutes Section 82.316

Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting.

1. Unless contrary provisions ...

Nevada Revised Statutes Section 82.321

Members’ proxies.

1. At any meeting of the members of any corporation, any member may designate another person or persons to act as a proxy or proxies. If a ...

Nevada Revised Statutes Section 82.326

Action of members by written ballot in lieu of meeting.

1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an ...

Nevada Revised Statutes Section 82.331

Cumulative voting. The articles or bylaws of any corporation may provide that at all elections of directors of the corporation each member having a right to elect directors at the ...

Nevada Revised Statutes Section 82.336

Delegates and members: Special meetings; notices.

1. A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if:

...

Nevada Revised Statutes Section 82.341

Waiver of notice. Whenever any notice is required to be given under the provisions of this chapter, a waiver thereof in writing, signed by the person or persons entitled to ...

Nevada Revised Statutes Section 82.346

Amendment of articles before first meeting of directors.

1. If the first meeting of the directors has not taken place and if there are no members, a majority of ...

Nevada Revised Statutes Section 82.351

Amendment of articles: Scope of amendments.

1. A corporation whose directors have held a first meeting or which has members who are not incorporators may amend its articles in ...

Nevada Revised Statutes Section 82.356

Amendment of articles: Procedure.

1. Each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner:

(a) The board of directors must ...

Nevada Revised Statutes Section 82.371

Restatement of articles.

1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles as amended by filing with the Secretary ...

Nevada Revised Statutes Section 82.436

Sale, lease or exchange of assets: Authority; procedure.

1. Every corporation may, by action taken at a meeting of its board of directors, sell, lease or exchange all of ...

Nevada Revised Statutes Section 82.446

Voluntary dissolution at request of members.

1. A corporation may be dissolved and its affairs wound up voluntarily by the written request of a majority of the members and ...

Nevada Revised Statutes Section 82.451

Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs.

1. A corporation may be dissolved ...

Nevada Revised Statutes Section 82.456

Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors; powers and duties of district court.

1. Actions available to or against a ...

Nevada Revised Statutes Section 82.461

Dissolved corporations: Duties of person appointed or authorized to act in liquidation. The directors, trustees, receivers or those persons appointed or authorized to act in liquidation of a dissolved corporation ...

Nevada Revised Statutes Section 82.466

Reorganization under federal law.

1. A federal court may take the same actions with respect to corporations governed by this chapter as a federal court may take with respect ...

Nevada Revised Statutes Section 82.471

Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court.

1. Whenever any corporation becomes insolvent or suspends ...

Nevada Revised Statutes Section 82.476

Receivers or trustees for insolvent corporations: Appointment; powers and duties.

1. The district court, at the time of ordering the injunction upon petition of the creditors or members, or ...

Nevada Revised Statutes Section 82.481

Authority of court to reconvey property back to or dissolve corporation. The district court may reconvey the property of the corporation back to it or dissolve the corporation and declare ...

Nevada Revised Statutes Section 82.486

Involuntary dissolution: Authority and grounds for application.

1. The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has ...

Nevada Revised Statutes Section 82.491

Involuntary dissolution: Appointment of receiver; powers and duties of receiver; authorized relief.

1. The court may appoint a temporary receiver upon the same grounds and pursuant to the same ...

Nevada Revised Statutes Section 82.496

Involuntary dissolution: General powers of court. In an action for dissolution, the district court may:

1. Send for and examine persons as provided in NRS 78.660;

2. Sell ...

Nevada Revised Statutes Section 82.501

Limitation on time for creditors’ claims; notice to creditors. All creditors must present and make proof to the receiver of their respective claims against the corporation within 6 months from ...

Nevada Revised Statutes Section 82.506

Presentation of creditors’ claims; examination of creditors and witnesses. Every claim against a corporation for which a receiver has been appointed must be presented to the receiver in writing and ...

Nevada Revised Statutes Section 82.511

Abatement of actions against receivers. No action against a receiver of a corporation abates by reason of his death, but, upon suggestion of the facts on the record, must be ...

Nevada Revised Statutes Section 82.516

Payment of creditors and distribution of surplus. After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the money of the corporation ...

Nevada Revised Statutes Section 82.521

Employees’ liens for wages.

1. When a corporation becomes insolvent or is dissolved, the employees performing labor or service in the regular employ of the corporation have a lien ...

Nevada Revised Statutes Section 82.523

Annual list: Filing requirements; fees; powers and duties of Secretary of State.

1. Each foreign nonprofit corporation doing business in this State shall, on or before the last day ...

Nevada Revised Statutes Section 82.5231

Certificate of authorization to transact business. If a foreign nonprofit corporation has filed the initial or annual list in compliance with NRS 82.523 and has paid the appropriate fee for ...

Nevada Revised Statutes Section 82.5233

Addresses of officers required; failure to file.

1. Each list required to be filed under the provisions of NRS 82.523 to 82.5239, inclusive, must, after the name of each ...

Nevada Revised Statutes Section 82.5235

Defaulting corporations: Identification; forfeiture of right to transact business; penalty.

1. Each foreign nonprofit corporation which is required to make a filing and pay the fee prescribed in NRS ...

Nevada Revised Statutes Section 82.5236

Defaulting corporations: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each foreign nonprofit corporation deemed in default ...

Nevada Revised Statutes Section 82.5237

Defaulting corporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign nonprofit corporation which has ...

Nevada Revised Statutes Section 82.5239

Defaulting corporations: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign nonprofit corporation applies to reinstate its charter but its ...

Nevada Revised Statutes Section 82.525

Form required for filing of records.

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

Nevada Revised Statutes Section 82.526

Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in his office by a corporation pursuant to this chapter and may ...

Nevada Revised Statutes Section 82.528

Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office ...

Nevada Revised Statutes Section 82.531

Fees.

1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation, certificates pursuant to NRS 82.061 and 82.063 and records for dissolution is ...

Nevada Revised Statutes Section 82.533

Procedure to submit replacement page to Secretary of State before actual filing of record. An incorporator or officer of a corporation may authorize the Secretary of State in writing to ...

Nevada Revised Statutes Section 82.534

Correction of inaccurate or defective record filed with Secretary of State.

1. A corporation may correct a record filed in the Office of the Secretary of State with respect ...

Nevada Revised Statutes Section 82.536

Attorney General: Examination of corporate affairs; powers of enforcement.

1. A corporation for public benefit and a corporation holding assets in charitable trust is subject at all times to ...

Nevada Revised Statutes Section 82.541

Directors, officers, employees and agents: Indemnification; insurance against liability.

1. A corporation governed by this chapter may indemnify any person against expenses as provided in NRS 78.751. For the ...

Nevada Revised Statutes Section 82.546

Renewal or revival of charter: Procedure; fee; certificate as evidence.

1. Any corporation which did exist or is existing pursuant to the laws of this State may, upon complying ...

Nevada Revised Statutes Section 84.002

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 84.003 to 84.006, inclusive, have the meanings ascribed to them in those ...

Nevada Revised Statutes Section 84.003

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 84.0035

“Sign” defined. “Sign” means to affix a signature to a record. ...

Nevada Revised Statutes Section 84.004

“Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with ...

Nevada Revised Statutes Section 84.006

“Street address” defined. “Street address” of a resident agent means the actual physical location in this state at which a resident agent is available for service of process. ...

Nevada Revised Statutes Section 84.007

Form required for filing of records.

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

Nevada Revised Statutes Section 84.008

Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office ...

Nevada Revised Statutes Section 84.009

Correction of inaccurate or defective record filed with Secretary of State.

1. A corporation sole may correct a record filed with the Office of the Secretary of State with ...

Nevada Revised Statutes Section 84.010

Purpose. Corporations may be formed for acquiring, holding or disposing of church or religious society property, for the benefit of religion, for works of charity, and for public worship, in ...

Nevada Revised Statutes Section 84.015

Filing fees; applicable law for miscellaneous fees.

1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation and records for dissolution is $50 ...

Nevada Revised Statutes Section 84.020

Articles of incorporation: Authority to make and file. An archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent, other presiding officer or ...

Nevada Revised Statutes Section 84.030

Articles of incorporation: Required provisions. The articles of incorporation must specify:

1. The name of the corporation, which must be the name of the person making and subscribing the ...

Nevada Revised Statutes Section 84.040

Continual perpetual succession. Upon making and filing for record articles of incorporation as provided in this chapter, the person subscribing the same, and his successor in office by the name ...

Nevada Revised Statutes Section 84.050

Powers. A corporation sole shall have power:

1. To acquire and possess, by donation, gift, bequest, devise or purchase, and to hold and maintain property, real, personal and mixed, ...

Nevada Revised Statutes Section 84.060

Requirements for deeds and instruments. All deeds and other instruments in writing must be made in the name of the corporation and signed by the person representing the corporation. ...

Nevada Revised Statutes Section 84.070

Evidence of corporate existence. The articles of incorporation, or a certified copy of those filed and recorded in the Office of the Secretary of State, shall be evidence of the ...

Nevada Revised Statutes Section 84.080

Powers and duties of successors in office.

1. In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president ...

Nevada Revised Statutes Section 84.090

Fees. [Replaced in revision by NRS 84.015.] ...

Nevada Revised Statutes Section 84.100

Filing of documents written in language other than English. [Replaced in revision by NRS 84.008.] ...

Nevada Revised Statutes Section 84.110

Resident agent required; applicable law regarding resident agent and registered office; applicable law regarding annual list and defaulting corporations; fees.

1. Every corporation sole must have a resident agent ...

Nevada Revised Statutes Section 84.120

Resident agent: Resignation; designation of successor after death, resignation or removal from State.

1. A resident agent who wishes to resign shall:

(a) File with the Secretary of ...

Nevada Revised Statutes Section 84.130

Defaulting corporations: Identification; penalty.

1. Each corporation sole that is required to make the filings and pay the fees prescribed in this chapter but refuses or neglects to do ...

Nevada Revised Statutes Section 84.140

Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business.

1. The Secretary of State shall notify, by providing written notice to ...

Nevada Revised Statutes Section 84.150

Defaulting corporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any corporation sole which has forfeited ...

Nevada Revised Statutes Section 86.011

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.022 to 86.128, inclusive, have the meanings ascribed to them in those ...

Nevada Revised Statutes Section 86.022

“Articles” and “articles of organization” defined. “Articles” and “articles of organization” are synonymous terms and, unless the context otherwise requires, include certificates and restated articles of organization filed pursuant to ...

Nevada Revised Statutes Section 86.031

“Bankrupt” defined. “Bankrupt” is limited to the effect of the federal statutes codified as Title 11 of the United States Code. ...

Nevada Revised Statutes Section 86.051

“Foreign limited-liability company” defined. “Foreign limited-liability company” means a limited-liability company formed under the laws of any jurisdiction other than this State. ...

Nevada Revised Statutes Section 86.061

“Limited-liability company” and “company” defined. “Limited-liability company” or “company” means a limited-liability company organized and existing under this chapter. ...

Nevada Revised Statutes Section 86.065

“Majority in interest” defined. “Majority in interest” means a majority of the interests in the current profits of a limited-liability company. ...

Nevada Revised Statutes Section 86.071

“Manager” defined. “Manager” means a person, or one of several persons, designated in or selected pursuant to the articles of organization or operating agreement of a limited-liability company to manage ...

Nevada Revised Statutes Section 86.081

“Member” defined. “Member” means the owner of a member’s interest in a limited-liability company or a noneconomic member. ...

Nevada Revised Statutes Section 86.091

“Member’s interest” defined. “Member’s interest” means his share of the economic interests in a limited-liability company, including profits, losses and distributions of assets. ...

Nevada Revised Statutes Section 86.095

“Noneconomic member” defined. “Noneconomic member” means a member of a limited-liability company who:

1. Does not own a member’s interest in the company;

2. Does not have an ...

Nevada Revised Statutes Section 86.101

“Operating agreement” defined. “Operating agreement” means any valid written agreement of the members as to the affairs of a limited-liability company and the conduct of its business. ...

Nevada Revised Statutes Section 86.111

“Real property” defined. “Real property” includes land, any interest, leasehold or estate in land, and any improvements on it. ...

Nevada Revised Statutes Section 86.116

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 86.121

“Registered office” defined. “Registered office” of a limited-liability company means the office maintained at the street address of its resident agent. ...

Nevada Revised Statutes Section 86.125

“Resident agent” defined. “Resident agent” means the agent appointed by the company upon whom process or a notice or demand authorized by law to be served upon the company may ...

Nevada Revised Statutes Section 86.126

“Sign” defined. “Sign” means to affix a signature to a record. ...

Nevada Revised Statutes Section 86.127

“Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with ...

Nevada Revised Statutes Section 86.128

“Street address” defined. “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process. ...

Nevada Revised Statutes Section 86.131

Applicability of chapter to foreign and interstate commerce. The provisions of this chapter apply to commerce with foreign nations and among the several states. It is the intention of the ...

Nevada Revised Statutes Section 86.135

Amendment or repeal of provisions of chapter; chapter deemed part of articles of company. The provisions of this chapter may be amended or repealed at the pleasure of the legislature. ...

Nevada Revised Statutes Section 86.141

Purpose for organization. A limited-liability company may be organized under this chapter for any lawful purpose, except insurance. ...

Nevada Revised Statutes Section 86.151

Filing requirements.

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

(a) Signing and filing with the Secretary of State articles of organization for the company; ...

Nevada Revised Statutes Section 86.155

Perpetual existence of company. Unless otherwise provided in its articles of organization or operating agreement, a limited-liability company has perpetual existence. ...

Nevada Revised Statutes Section 86.161

Articles of 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 ...

Nevada Revised Statutes Section 86.171

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

1. The name of a limited-liability company formed under the provisions ...

Nevada Revised Statutes Section 86.176

Name of 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 ...

Nevada Revised Statutes Section 86.201

Commencement of organizational existence.

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

(a) Filing the articles of organization with the Secretary of State ...

Nevada Revised Statutes Section 86.211

Articles of organization: Notice imparted by filing. The fact that the articles of organization are on file in the Office of the Secretary of State is notice that the limited-liability ...

Nevada Revised Statutes Section 86.221

Amendment and restatement of articles of organization.

1. The articles of organization of a limited-liability company may be amended for any purpose, not inconsistent with law, as determined by ...

Nevada Revised Statutes Section 86.226

Filing of certificate of amendment or judicial decree of amendment; effective date.

1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must ...

Nevada Revised Statutes Section 86.231

Resident agent required; address of registered office; change of address.

1. Except during any period of vacancy described in NRS 86.251, a limited-liability company shall have a resident agent ...

Nevada Revised Statutes Section 86.235

Resident agent: Revocation of appointment; change of name.

1. If a limited-liability company formed pursuant to this chapter desires to change its resident agent, the change may be effected ...

Nevada Revised Statutes Section 86.241

Maintenance of records at office in State; inspection and copying of records.

1. Each limited-liability company shall continuously maintain in this State an office, which may but need not ...

Nevada Revised Statutes Section 86.251

Resident agent: Resignation; designation of successor after death, resignation or movement from State.

1. A resident agent who desires to resign shall:

(a) File with the Secretary of ...

Nevada Revised Statutes Section 86.261

Service of process, notice or demand upon resident agent.

1. The resident agent appointed by a limited-liability company is an agent of the company upon whom any process, notice ...

Nevada Revised Statutes Section 86.263

Filing requirements; fees; notice.

1. A limited-liability company shall, on or before the last day of the first month after the filing of its articles of organization with the ...

Nevada Revised Statutes Section 86.264

Additional filing requirements for certain companies: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 86.263, a limited-liability company that meets the criteria ...

Nevada Revised Statutes Section 86.266

Certificate of authorization to transact business. If a limited-liability company has filed the initial or annual list in compliance with NRS 86.263 and has paid the appropriate fee for the ...

Nevada Revised Statutes Section 86.269

Addresses of managers and members required; failure to file.

1. Each list required to be filed under the provisions of NRS 86.263 must, after the name of each manager ...

Nevada Revised Statutes Section 86.272

Defaulting companies: Identification; penalty.

1. Each limited-liability company which is required to make a filing and pay the fee prescribed in NRS 86.263 and 86.264 and which refuses or ...

Nevada Revised Statutes Section 86.274

Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each limited-liability company ...

Nevada Revised Statutes Section 86.276

Defaulting companies: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any limited-liability company which has forfeited ...

Nevada Revised Statutes Section 86.278

Defaulting companies: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a limited-liability company applies to reinstate its charter but its name ...

Nevada Revised Statutes Section 86.281

General powers. A limited-liability company organized and existing pursuant to this chapter may exercise the powers and privileges granted by this chapter and may:

1. Sue and be sued, ...

Nevada Revised Statutes Section 86.286

Operating agreement.

1. A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous ...

Nevada Revised Statutes Section 86.291

Management.

1. Except as otherwise provided in this section or the articles of organization, management of a limited-liability company is vested in its members in proportion to their contribution ...

Nevada Revised Statutes Section 86.293

Noneconomic members. The articles of organization or operating agreement of a limited-liability company may provide for one or more noneconomic members or classes of noneconomic members. ...

Nevada Revised Statutes Section 86.296

Classes of members or managers. The articles of organization or operating agreement of a limited-liability company may create classes of members or managers, define their relative rights, powers and duties, ...

Nevada Revised Statutes Section 86.301

Limitation on authority to contract debt or incur liability. Except as otherwise provided in this chapter, its articles of organization or its operating agreement, no debt may be contracted or ...

Nevada Revised Statutes Section 86.311

Acquisition, ownership and disposition of property. Real and personal property owned or purchased by a company must be held and owned, and conveyance made, in the name of the company. ...

Nevada Revised Statutes Section 86.321

Contributions to capital: Form. The contributions to capital of a member to a limited-liability company may be in cash, property or services rendered, or a promissory note or other binding ...

Nevada Revised Statutes Section 86.331

Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws.

1. Except as otherwise provided in chapter 463 of NRS, other applicable law, the articles ...

Nevada Revised Statutes Section 86.335

Resignation or withdrawal of member in violation of operating agreement; loss of rights to participate upon resignation or withdrawal. Except as otherwise provided in this chapter, chapter 463 of NRS, ...

Nevada Revised Statutes Section 86.341

Distribution of profits. A limited-liability company may, from time to time, divide the profits of its business and distribute them to its members, and any transferee as his interest may ...

Nevada Revised Statutes Section 86.343

Distribution of profits and contributions: Prohibition; applicable determinations; liability of member for violation.

1. A distribution of the profits and contributions of a limited-liability company must not be made ...

Nevada Revised Statutes Section 86.346

Distributions: Form; status of member or transferee.

1. Unless otherwise provided in the operating agreement, a member, regardless of the nature of his contributions, or a transferee, regardless of ...

Nevada Revised Statutes Section 86.351

Nature and transfer of member’s interest; rights of transferee; substituted members.

1. The interest of each member of a limited-liability company is personal property. The articles of organization or ...

Nevada Revised Statutes Section 86.361

Liability of persons assuming to act as company without authority. All persons who assume to act as a limited-liability company without authority to do so are jointly and severally liable ...

Nevada Revised Statutes Section 86.371

Liability of member or manager for debts or liabilities of company. Unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be ...

Nevada Revised Statutes Section 86.381

Member of company is not proper party in proceeding by or against company; exception. A member of a limited-liability company is not a proper party to proceedings by or against ...

Nevada Revised Statutes Section 86.391

Liability of member to company.

1. A member is liable to a limited-liability company:

(a) For a difference between his contributions to capital as actually made and as ...

Nevada Revised Statutes Section 86.401

Rights and remedies of creditor of member.

1. On application to a court of competent jurisdiction by a judgment creditor of a member, the court may charge the member’s ...

Nevada Revised Statutes Section 86.411

Indemnification of manager, member, employee or agent: Proceeding other than by company. A limited-liability company may indemnify any person who was or is a party or is threatened to be ...

Nevada Revised Statutes Section 86.421

Indemnification of manager, member, employee or agent: Proceeding by company. A limited-liability company may indemnify any person who was or is a party or is threatened to be made a ...

Nevada Revised Statutes Section 86.431

Indemnification of 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 the ...

Nevada Revised Statutes Section 86.441

Indemnification of member or manager: Advancement of expenses. The articles of organization, the operating agreement or a separate agreement made by a limited-liability company may provide that the expenses of ...

Nevada Revised Statutes Section 86.451

Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status. Indemnification or advancement of expenses authorized in or ordered by a court ...

Nevada Revised Statutes Section 86.461

Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent.

1. A limited-liability company may purchase and maintain insurance or make other financial arrangements ...

Nevada Revised Statutes Section 86.471

Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent. In the absence of fraud:

1. The decision of a limited-liability company as ...

Nevada Revised Statutes Section 86.481

Exclusion of company which provides self-insurance from title 57 of NRS. A limited-liability company or its subsidiary which provides self-insurance for itself or for an affiliated limited-liability company pursuant to ...

Nevada Revised Statutes Section 86.483

Authority of member to bring action. A member, when permitted by the terms of the articles of organization or operating agreement, may bring an action in the right of a ...

Nevada Revised Statutes Section 86.485

Qualifications of plaintiff. In a derivative action, the plaintiff must be a member at the time of the transaction of which he complains. ...

Nevada Revised Statutes Section 86.487

Pleading. In a derivative action, the complaint must set forth with particularity:

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

Nevada Revised Statutes Section 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 ...

Nevada Revised Statutes Section 86.491

Events requiring dissolution and winding up of affairs; effect of certain events affecting member.

1. A limited-liability company organized pursuant to this chapter must be dissolved and its affairs ...

Nevada Revised Statutes Section 86.495

Dissolution by decree of court. Upon application by or for a member, the district court may decree dissolution of a limited-liability company whenever it is not reasonably practicable to carry ...

Nevada Revised Statutes Section 86.505

Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company. The dissolution of a limited-liability company does not impair any remedy or ...

Nevada Revised Statutes Section 86.521

Distribution of assets after dissolution.

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

(a) Those to ...

Nevada Revised Statutes Section 86.531

Articles of dissolution: Required provisions.

1. When all debts, liabilities and obligations have been paid and discharged or adequate provision has been made therefor and all of the remaining ...

Nevada Revised Statutes Section 86.541

Articles of dissolution: Filing; effect of filing.

1. The signed articles of dissolution must be filed with the Secretary of State. Articles of dissolution become effective upon filing with ...

Nevada Revised Statutes Section 86.543

Law governing 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 foreign ...

Nevada Revised Statutes Section 86.544

Filing requirements; required provisions of application for registration. Before transacting business in this State, a foreign limited-liability company must register with the Secretary of State. In order to register, a ...

Nevada Revised Statutes Section 86.545

Issuance of certificate of registration by Secretary of State. If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, ...

Nevada Revised Statutes Section 86.546

Name for registration. A foreign limited-liability company may register with the Secretary of State under any name, whether or not it is the name under which it is registered in ...

Nevada Revised Statutes Section 86.5461

Annual list: Filing requirements; fees; powers and duties of Secretary of State.

1. Each foreign limited-liability company doing business in this State shall, on or before the last day ...

Nevada Revised Statutes Section 86.5462

Additional filing requirements for certain companies: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 86.5461, a foreign limited-liability company that meets the ...

Nevada Revised Statutes Section 86.5463

Certificate of authorization to transact business. If a foreign limited-liability company has filed the initial or annual list in compliance with NRS 86.5461 and has paid the appropriate fee for ...

Nevada Revised Statutes Section 86.5464

Addresses of managers or managing members required; failure to file.

1. Each list required to be filed under the provisions of NRS 86.5461 to 86.5468, inclusive, must, after the ...

Nevada Revised Statutes Section 86.5465

Defaulting companies: Identification; forfeiture of right to transact business; penalty.

1. Each foreign limited-liability company which is required to make a filing and pay the fee prescribed in NRS ...

Nevada Revised Statutes Section 86.5466

Defaulting companies: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each foreign limited-liability company deemed in default ...

Nevada Revised Statutes Section 86.5467

Defaulting companies: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign limited-liability company which has ...

Nevada Revised Statutes Section 86.5468

Defaulting companies: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign limited-liability company applies to reinstate its registration but its ...

Nevada Revised Statutes Section 86.547

Cancellation of registration.

1. A foreign limited-liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a manager of the ...

Nevada Revised Statutes Section 86.548

Transaction of business without registration.

1. A foreign limited-liability company transacting business in this State may not maintain any action, suit or proceeding in any court of this State ...

Nevada Revised Statutes Section 86.5483

Activities not constituting transaction of business.

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

(a) ...

Nevada Revised Statutes Section 86.5487

Determination of whether solicitation is made or accepted.

1. For the purposes of NRS 86.5483, a solicitation of a deposit is made in this State, whether or not either ...

Nevada Revised Statutes Section 86.549

Action by Attorney General to restrain transaction of business. The Attorney General may bring an action to restrain a foreign limited-liability company from transacting business in this State in violation ...

Nevada Revised Statutes Section 86.555

Issuance of occupational or professional license to limited-liability company by board or commission; regulations.

1. Except as otherwise provided by statute, an agency, board or commission that regulates an ...

Nevada Revised Statutes Section 86.557

Form required for filing of records.

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

Nevada Revised Statutes Section 86.561

Fees.

1. The Secretary of State shall charge and collect for:

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

(b) ...

Nevada Revised Statutes Section 86.563

Procedure to submit replacement page to Secretary of State before actual filing of record. Before the issuance of members’ interests an organizer, and after the issuance of members’ interests, a ...

Nevada Revised Statutes Section 86.566

Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office ...

Nevada Revised Statutes Section 86.568

Correction of inaccurate or defective record filed with Secretary of State.

1. A limited-liability company may correct a record filed in the Office of the Secretary of State with ...

Nevada Revised Statutes Section 86.571

Waiver of notice. When, under the provisions of this chapter or under the provisions of the articles of organization or operating agreement of a limited-liability company, notice is required to ...

Nevada Revised Statutes Section 86.580

Renewal or revival of charter: Procedure; fee; certificate as evidence.

1. A limited-liability company which did exist or is existing pursuant to the laws of this State may, upon ...

Nevada Revised Statutes Section 86.590

Renewal or revival of charter: Status of company. A limited-liability company that has revived or renewed its charter pursuant to the provisions of this chapter:

1. Is a limited-liability ...

Nevada Revised Statutes Section 87.010

Name of chapter. This chapter may be cited as the Uniform Partnership Act. ...

Nevada Revised Statutes Section 87.020

Definitions. As used in this chapter, unless the context otherwise requires:

1. “Bankrupt” includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent act.

2. ...

Nevada Revised Statutes Section 87.030

Interpretation of knowledge and notice.

1. A person has “knowledge” of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also ...

Nevada Revised Statutes Section 87.040

Rules of construction.

1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

2. The ...

Nevada Revised Statutes Section 87.050

Rules for cases not provided for in this chapter. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern. ...

Nevada Revised Statutes Section 87.060

Partnership defined.

1. Except as otherwise provided in subsection 2, a partnership is an association of two or more persons to carry on as co-owners a business for profit, ...

Nevada Revised Statutes Section 87.070

Rules for determining existence of partnership. In determining whether a partnership exists, these rules apply:

1. Except as provided by NRS 87.160 persons who are not partners as to ...

Nevada Revised Statutes Section 87.080

Property of partnership.

1. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.

2. ...

Nevada Revised Statutes Section 87.090

Partner agent of partnership; restrictions on authority.

1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including ...

Nevada Revised Statutes Section 87.100

Conveyance of real property of partnership.

1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance signed ...

Nevada Revised Statutes Section 87.110

Partnership bound by admission of partner. An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence ...

Nevada Revised Statutes Section 87.120

Partnership charged with knowledge of or notice to partner. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular ...

Nevada Revised Statutes Section 87.130

Partnership bound by partner’s wrongful act. Where by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the ...

Nevada Revised Statutes Section 87.140

Partnership bound by partner’s breach of trust. The partnership is bound to make good the loss:

1. Where one partner acting within the scope of his apparent authority receives ...

Nevada Revised Statutes Section 87.150

Nature of partner’s liability.

1. Except as otherwise provided in subsection 2, all partners are liable:

(a) Jointly and severally for everything chargeable to the partnership under NRS ...

Nevada Revised Statutes Section 87.160

Partner by estoppel.

1. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner ...

Nevada Revised Statutes Section 87.170

Liability of incoming partner. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he ...

Nevada Revised Statutes Section 87.180

Rules determining rights and duties of partners. The rights and duties of the partners in relation to the partnership are determined, subject to any agreement between them, by the following ...

Nevada Revised Statutes Section 87.190

Partnership’s books. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all ...

Nevada Revised Statutes Section 87.200

Duty of partners to render information. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any ...

Nevada Revised Statutes Section 87.210

Partner accountable as fiduciary.

1. Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without the consent ...

Nevada Revised Statutes Section 87.220

Right to formal account. Any partner shall have the right to a formal account as to partnership affairs:

1. If he is wrongfully excluded from the partnership business or ...

Nevada Revised Statutes Section 87.230

Continuation of partnership beyond fixed term.

1. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without ...

Nevada Revised Statutes Section 87.240

Extent of property rights of partner. The property rights of a partner are:

1. His rights in specific partnership property;

2. His interest in the partnership; and

...

Nevada Revised Statutes Section 87.250

Nature of partner’s right in specific property of partnership.

1. A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.

2. ...

Nevada Revised Statutes Section 87.260

Nature of partner’s interest in partnership. A partner’s interest in the partnership is his share of the profits and surplus, and the same is personal property. ...

Nevada Revised Statutes Section 87.270

Assignment of partner’s interest.

1. A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners ...

Nevada Revised Statutes Section 87.280

Partner’s interest subject to charging order.

1. On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or ...

Nevada Revised Statutes Section 87.290

Dissolution defined. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished ...

Nevada Revised Statutes Section 87.300

Partnership not terminated by dissolution. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed. ...

Nevada Revised Statutes Section 87.310

Causes of dissolution. Dissolution is caused:

1. Without violation of the agreement between the partners:

(a) By the termination of the definite term or particular undertaking specified in ...

Nevada Revised Statutes Section 87.320

Dissolution by decree of court.

1. On application by or for a partner the court shall decree a dissolution whenever:

(a) A partner has been declared a lunatic ...

Nevada Revised Statutes Section 87.330

General effect of dissolution on authority of partner. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution ...

Nevada Revised Statutes Section 87.340

Right of partner to contribution from copartners after dissolution. Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners ...

Nevada Revised Statutes Section 87.350

Power of partner to bind partnership to third persons after dissolution.

1. After dissolution a partner can bind the partnership except as provided in subsection 3:

(a) By ...

Nevada Revised Statutes Section 87.360

Effect of dissolution on partner’s existing liability.

1. The dissolution of the partnership does not of itself discharge the existing liability of any partner.

2. A partner is ...

Nevada Revised Statutes Section 87.370

Right to wind up. Unless otherwise agreed the partners who have not wrongfully dissolved the partnership, or the legal representative of the last surviving partner, not bankrupt, has the right ...

Nevada Revised Statutes Section 87.380

Rights of partners to application of property of partnership.

1. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his ...

Nevada Revised Statutes Section 87.390

Rights where partnership is dissolved for fraud or misrepresentation. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the ...

Nevada Revised Statutes Section 87.400

Rules for distribution. In settling accounts between the partners after dissolution, the following rules must be observed, subject to any agreement to the contrary:

1. The assets of the ...

Nevada Revised Statutes Section 87.410

Liability of persons who continue business of partnership in certain cases.

1. When any new partner is admitted into an existing partnership, or when any partner retires and assigns ...

Nevada Revised Statutes Section 87.420

Rights of retiring or estate of deceased partner when business of partnership is continued. When any partner retires or dies, and the business is continued under any of the conditions ...

Nevada Revised Statutes Section 87.430

Accrual of actions. The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners ...

Nevada Revised Statutes Section 87.440

Filing requirements; required and optional provisions of certificate of registration.

1. To become a registered limited-liability partnership, a partnership shall file with the Secretary of State a certificate of ...

Nevada Revised Statutes Section 87.450

Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

1. The name proposed for a registered limited-liability partnership must contain ...

Nevada Revised Statutes Section 87.455

Name of partnership: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a registered limited-liability partnership applies to reinstate its right to ...

Nevada Revised Statutes Section 87.460

Amendment of certificate of registration.

1. A certificate of registration of a registered limited-liability partnership may be amended by filing with the Secretary of State a certificate of amendment. ...

Nevada Revised Statutes Section 87.470

Termination of registration. The registration of a registered limited-liability partnership is effective until:

1. Its certificate of registration is revoked pursuant to NRS 87.520; or

2. The registered ...

Nevada Revised Statutes Section 87.480

Resident agent and principal office: Requirements; change of address.

1. Except during the period described in subsection 3, a registered limited-liability partnership must have a resident agent who resides ...

Nevada Revised Statutes Section 87.490

Revocation of appointment of resident agent; change of location of principal office; change of name of resident agent.

1. If a registered limited-liability partnership wishes to change the location ...

Nevada Revised Statutes Section 87.500

Resident agent: Resignation; designation of successor after death, resignation or removal from State.

1. A resident agent who wishes to resign shall:

(a) File with the Secretary of ...

Nevada Revised Statutes Section 87.510

Annual list: Filing requirements; fees; notice.

1. A registered limited-liability partnership shall, on or before the last day of the first month after the filing of its certificate of ...

Nevada Revised Statutes Section 87.520

Defaulting partnerships: Identification; penalty; reinstatement of partnership which is unit-owners’ association; duties of Secretary of State; revocation of registration.

1. A registered limited-liability partnership that fails to comply with ...

Nevada Revised Statutes Section 87.530

Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsection 3, the Secretary of State shall reinstate the certificate of registration of a registered limited-liability ...

Nevada Revised Statutes Section 87.540

Status of partnership and liability of partners not affected by errors in certain filed information. The status of a partnership as a registered limited-liability partnership, and the liability of its ...

Nevada Revised Statutes Section 87.541

Annual list: Filing requirements; fees; powers and duties of Secretary of State.

1. Each foreign registered limited-liability partnership doing business in this State shall, on or before the last ...

Nevada Revised Statutes Section 87.542

Addresses of managing partners required; failure to file.

1. Each list required to be filed under the provisions of NRS 87.541 to 87.544, inclusive, must, after the name of ...

Nevada Revised Statutes Section 87.5425

Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.

1. Each foreign registered limited-liability partnership which is required to make a filing and pay the fee prescribed in ...

Nevada Revised Statutes Section 87.543

Defaulting partnerships: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each foreign registered limited-liability partnership deemed in ...

Nevada Revised Statutes Section 87.5435

Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign registered limited-liability partnership which ...

Nevada Revised Statutes Section 87.544

Defaulting partnerships: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign registered limited-liability partnership applies to reinstate its certificate of ...

Nevada Revised Statutes Section 87.5445

Form required for filing of records.

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

Nevada Revised Statutes Section 87.545

Procedure to submit replacement page to Secretary of State before actual filing of record. A managing partner of a registered limited-liability partnership may authorize the Secretary of State in writing ...

Nevada Revised Statutes Section 87.547

Correction of inaccurate or defective record filed with Secretary of State.

1. A registered limited-liability partnership may correct a record filed in the Office of the Secretary of State ...

Nevada Revised Statutes Section 87.550

Fees. In addition to any other fees required by NRS 87.440 to 87.540, inclusive, and 87.560, the Secretary of State shall charge and collect the following fees for services rendered ...

Nevada Revised Statutes Section 87.560

Operation of domestic partnership in another jurisdiction; registration of foreign registered limited-liability partnership.

1. To the extent permitted by the law of that jurisdiction:

(a) A partnership, including ...

Nevada Revised Statutes Section 88A.010

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

Nevada Revised Statutes Section 88A.020

“Beneficial owner” defined. “Beneficial owner” means the owner of a beneficial interest in a business trust. ...

Nevada Revised Statutes Section 88A.030

“Business trust” defined. “Business trust” means an unincorporated association which:

1. Is created by a trust instrument under which property is held, managed, controlled, invested, reinvested or operated, or ...

Nevada Revised Statutes Section 88A.040

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

Nevada Revised Statutes Section 88A.050

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

Nevada Revised Statutes Section 88A.055

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 88A.060

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

Nevada Revised Statutes Section 88A.070

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

Nevada Revised Statutes Section 88A.080

“Sign” defined. “Sign” means to affix a signature to a record. ...

Nevada Revised Statutes Section 88A.090

“Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with ...

Nevada Revised Statutes Section 88A.100

“Street address” defined. “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process. ...

Nevada Revised Statutes Section 88A.110

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

Nevada Revised Statutes Section 88A.150

Applicability of chapter to foreign and interstate commerce. The provisions of this chapter apply to commerce with foreign nations and among the several states. It is the intention of the ...

Nevada Revised Statutes Section 88A.160

Applicability of laws pertaining to trusts; principle of freedom of contract and enforceability of governing instruments.

1. Except as otherwise provided in the certificate of trust, the governing instrument ...

Nevada Revised Statutes Section 88A.170

Provisions of chapter may be altered or repealed. All provisions of this chapter may be altered from time to time or repealed, and all rights of business trusts, trustees, beneficial ...

Nevada Revised Statutes Section 88A.200

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

Nevada Revised Statutes Section 88A.210

Filing requirements; required and optional provisions of certificate of trust.

1. One or more persons may create a business trust by adopting a governing instrument and signing and filing ...

Nevada Revised Statutes Section 88A.220

Amendment and restatement of certificate of trust.

1. A certificate of trust may be amended by filing with the Secretary of State a certificate of amendment signed by at ...

Nevada Revised Statutes Section 88A.230

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

1. The name of a business trust formed pursuant to the provisions ...

Nevada Revised Statutes Section 88A.240

Name of trust: Reservation; injunctive relief.

1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use a ...

Nevada Revised Statutes Section 88A.250

Effect of filing certificate of amendment, restatement or cancellation or of filing articles of merger. Upon the filing of a certificate of amendment or restatement with the Secretary of State, ...

Nevada Revised Statutes Section 88A.260

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

1. Except as otherwise provided in the certificate ...

Nevada Revised Statutes Section 88A.270

Governing instrument: Optional provisions. A governing instrument may consist of one or more agreements, instruments or other writings and may include or incorporate bylaws containing provisions relating to the business ...

Nevada Revised Statutes Section 88A.280

Governing instrument: Optional provisions relating to management of trust and rights, duties and obligations of trustees, beneficial owners and other persons. A governing instrument may contain any provision relating to ...

Nevada Revised Statutes Section 88A.300

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

Nevada Revised Statutes Section 88A.310

Management of business and affairs by trustees; giving directions to trustees.

1. Except as otherwise provided in this section, the certificate of trust or the governing instrument, the business ...

Nevada Revised Statutes Section 88A.320

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

1. Except as otherwise provided in the ...

Nevada Revised Statutes Section 88A.330

Beneficial owners: Contributions to trust; obligations; penalties.

1. A contribution of a beneficial owner to a business trust may be any tangible or intangible property or benefit to the ...

Nevada Revised Statutes Section 88A.340

Maintenance of records at registered office.

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

(a) A copy certified by the ...

Nevada Revised Statutes Section 88A.350

Right of beneficial owners to inspect and copy ledger; denial of inspection.

1. A person who has been a beneficial owner of record of a business trust for at ...

Nevada Revised Statutes Section 88A.360

Duties and liabilities of trustee. To the extent that, at law or in equity, a trustee has duties, fiduciary or otherwise, and liabilities relating thereto to a business trust or ...

Nevada Revised Statutes Section 88A.370

Duties and liabilities of officer, employee, manager or other person acting pursuant to certificate of trust or governing instrument. To the extent that, at law or in equity, an officer, ...

Nevada Revised Statutes Section 88A.380

Enforceability of debts, liabilities, obligations and expenses against assets of series of trustees, beneficial owners or beneficial interests. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing ...

Nevada Revised Statutes Section 88A.390

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

1. Unless otherwise provided in the certificate of trust, the governing instrument or ...

Nevada Revised Statutes Section 88A.400

Indemnification of trustee, beneficial owner or other person.

1. Subject to the standards and restrictions, if any, set forth in the certificate of trust or the governing instrument, a ...

Nevada Revised Statutes Section 88A.410

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

1. A beneficial owner may maintain an action in the right of a business trust ...

Nevada Revised Statutes Section 88A.420

Cancellation of certificate of trust upon termination of trust. A certificate of trust must be cancelled upon the completion or winding up of the business trust and its termination. A ...

Nevada Revised Statutes Section 88A.500

Requirement; address; penalty for noncompliance.

1. Except during any period of vacancy described in NRS 88A.530, a business trust shall have a resident agent who resides or is located ...

Nevada Revised Statutes Section 88A.510

Change of address.

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

Nevada Revised Statutes Section 88A.520

Powers; service of process, demand or notice.

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

...

Nevada Revised Statutes Section 88A.530

Resignation; designation of successor after death, resignation or removal from State.

1. A resident agent who desires to resign shall:

(a) File with the Secretary of State a ...

Nevada Revised Statutes Section 88A.540

Revocation of appointment; change of name.

1. If a business trust formed pursuant to this chapter desires to change its resident agent, the change may be effected by filing ...

Nevada Revised Statutes Section 88A.600

Filing requirements; fee; notice.

1. A business trust formed pursuant to this chapter shall, on or before the last day of the first month after the filing of its ...

Nevada Revised Statutes Section 88A.610

Certificate of authorization to transact business. When the fee for filing the annual list has been paid, the cancelled check or other proof of payment received by the business trust ...

Nevada Revised Statutes Section 88A.620

Addresses of trustees required; failure to file.

1. Each list required to be filed pursuant to the provisions of NRS 88A.600 to 88A.660, inclusive, must, after the name of ...

Nevada Revised Statutes Section 88A.630

Defaulting trusts: Identification; penalty.

1. Each business trust required to file the list and pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive, which refuses or neglects to ...

Nevada Revised Statutes Section 88A.640

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

1. The Secretary of State shall notify, by providing written notice to ...

Nevada Revised Statutes Section 88A.650

Defaulting trusts: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a business trust which has forfeited ...

Nevada Revised Statutes Section 88A.660

Defaulting trusts: Reinstatement under old or new name.

1. Except as otherwise provided in subsection 2, if a certificate of trust is revoked pursuant to the provisions of this ...

Nevada Revised Statutes Section 88A.700

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

1. The laws of the state under ...

Nevada Revised Statutes Section 88A.710

Filing requirements; required provisions of application for registration. Before transacting business in this State, a foreign business trust shall register with the Secretary of State. In order to register, a ...

Nevada Revised Statutes Section 88A.720

Issuance of certificate of registration by Secretary of State. If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, ...

Nevada Revised Statutes Section 88A.730

Registration of name. A foreign business trust may register with the Secretary of State under any name, whether or not it is the name under which it is registered in ...

Nevada Revised Statutes Section 88A.732

Annual list: Filing requirements; fees; powers and duties of Secretary of State.

1. Each foreign business trust doing business in this State shall, on or before the last day ...

Nevada Revised Statutes Section 88A.733

Certificate of authorization to transact business. If a foreign business trust has filed the initial or annual list in compliance with NRS 88A.732 and has paid the appropriate fee for ...

Nevada Revised Statutes Section 88A.734

Addresses of trustees required; failure to file.

1. Each list required to be filed under the provisions of NRS 88A.732 to 88A.738, inclusive, must, after the name of each ...

Nevada Revised Statutes Section 88A.735

Defaulting trusts: Identification; forfeiture of right to transact business; penalty.

1. Each foreign business trust which is required to make a filing and pay the fee prescribed in NRS ...

Nevada Revised Statutes Section 88A.736

Defaulting trusts: Duties of Secretary of State.

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

Nevada Revised Statutes Section 88A.737

Defaulting trusts: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign business trust which has ...

Nevada Revised Statutes Section 88A.738

Defaulting trusts: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign business trust applies to reinstate its certificate of trust ...

Nevada Revised Statutes Section 88A.740

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

Nevada Revised Statutes Section 88A.750

Transaction of business without registration.

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

Nevada Revised Statutes Section 88A.890

Form required for filing of records.

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

Nevada Revised Statutes Section 88A.900

Fees. The Secretary of State shall charge and collect the following fees for:

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

...

Nevada Revised Statutes Section 88A.910

Manner in which record may be filed. A record may be filed by telecopy, facsimile or similar electronic transmission, but the Secretary of State need not accept any record that ...

Nevada Revised Statutes Section 88A.920

Procedure to submit replacement page to Secretary of State before actual filing of record. A trustee of a business trust may authorize the Secretary of State in writing to replace ...

Nevada Revised Statutes Section 88A.930

Correction of inaccurate or defective record filed with Secretary of State.

1. A business trust may correct a record filed in the Office of the Secretary of State with ...

Nevada Revised Statutes Section 88.010

Name of chapter. This chapter may be cited as the Uniform Limited Partnership Act. ...

Nevada Revised Statutes Section 88.315

Definitions. As used in this chapter, unless the context otherwise requires:

1. “Certificate of limited partnership” means the certificate referred to in NRS 88.350, and the certificate as amended ...

Nevada Revised Statutes Section 88.320

Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

1. Except as otherwise provided in NRS 88.6065, the name proposed ...

Nevada Revised Statutes Section 88.325

Name of partnership: Reservation; transfer of right to exclusive use of reserved name.

1. The exclusive right to the use of a name may be reserved by:

(a) ...

Nevada Revised Statutes Section 88.327

Name of partnership: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a limited partnership applies to reinstate its right to transact ...

Nevada Revised Statutes Section 88.330

Resident agent required; maintenance of records at office in state; change of address.

1. Each limited partnership shall continuously maintain in this State:

(a) An office, which may ...

Nevada Revised Statutes Section 88.331

Resident agent: Revocation of appointment; change of name.

1. If a limited partnership created pursuant to this chapter desires to change its resident agent, the change may be effected ...

Nevada Revised Statutes Section 88.332

Resident agent: Resignation; designation of successor after death, resignation or removal from State.

1. A resident agent who desires to resign shall:

(a) File with the Secretary of ...

Nevada Revised Statutes Section 88.335

Records required to be maintained at office in state; inspection and copying of records.

1. A limited partnership shall keep at the office referred to in paragraph (a) of ...

Nevada Revised Statutes Section 88.336

Form required for filing of records.

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

Nevada Revised Statutes Section 88.337

Procedure to submit replacement page to Secretary of State before actual filing of record. A general partner of a limited partnership may authorize the Secretary of State in writing to ...

Nevada Revised Statutes Section 88.338

Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office ...

Nevada Revised Statutes Section 88.339

Correction of inaccurate or defective record filed with Secretary of State.

1. A limited partnership may correct a record filed in the Office of the Secretary of State with ...

Nevada Revised Statutes Section 88.340

Partnership records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in his office by or relating to a limited partnership pursuant to ...

Nevada Revised Statutes Section 88.342

Business which may be carried on. A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or insurance. ...

Nevada Revised Statutes Section 88.345

Right of partner to transact other business with partnership. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership ...

Nevada Revised Statutes Section 88.350

Filing requirements; required and optional provisions of certificate of limited partnership.

1. In order to form a limited partnership, a certificate of limited partnership must be signed and filed ...

Nevada Revised Statutes Section 88.355

Amendment and restatement of certificate of limited partnership.

1. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary ...

Nevada Revised Statutes Section 88.360

Cancellation of certificate of limited partnership. A certificate of limited partnership must be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other ...

Nevada Revised Statutes Section 88.365

Authority of district court to order signing of certificate. If a person required by NRS 88.375 to sign a certificate fails or refuses to do so, any other person who ...

Nevada Revised Statutes Section 88.370

Notice imparted by filing certificate of limited partnership. The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that ...

Nevada Revised Statutes Section 88.375

Manner in which certificates must be signed.

1. Each certificate required by NRS 88.350 to 88.390, inclusive, to be filed in the Office of the Secretary of State must ...

Nevada Revised Statutes Section 88.380

Filing of certificates or judicial decrees; effective date.

1. A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any ...

Nevada Revised Statutes Section 88.385

Liability for false statements in certificates. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the ...

Nevada Revised Statutes Section 88.390

Delivery of certificates to limited partners. Upon the return by the Secretary of State pursuant to NRS 88.380 of a certificate marked “Filed,” the general partners shall promptly deliver or ...

Nevada Revised Statutes Section 88.395

Annual list: Filing requirements; fees; notice.

1. A limited partnership shall, on or before the last day of the first month after the filing of its certificate of limited ...

Nevada Revised Statutes Section 88.397

Additional filing requirements for certain partnerships: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 88.395, a limited partnership that meets the ...

Nevada Revised Statutes Section 88.400

Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty.

1. If a limited partnership has filed the list ...

Nevada Revised Statutes Section 88.405

Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust.

1. The Secretary of State shall notify, by providing written notice to its resident agent, ...

Nevada Revised Statutes Section 88.410

Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any limited partnership which has forfeited ...

Nevada Revised Statutes Section 88.415

Fees. The Secretary of State, for services relating to his official duties and the records of his office, shall charge and collect the following fees:

1. For filing a ...

Nevada Revised Statutes Section 88.420

When person becomes limited partner; admission of additional limited partners.

1. A person becomes a limited partner:

(a) At the time the limited partnership is formed; or

...

Nevada Revised Statutes Section 88.425

Voting rights. Subject to NRS 88.430, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or ...

Nevada Revised Statutes Section 88.430

Liability to other persons; exceptions.

1. Except as provided in subsection 4, a limited partner is not liable for the obligations of a limited partnership unless he is also ...

Nevada Revised Statutes Section 88.435

Liability of person erroneously believing himself limited partner.

1. Except as provided in subsection 2, a person who makes a contribution to a business enterprise and erroneously but in ...

Nevada Revised Statutes Section 88.440

Right of limited partner to records and information of partnership. Each limited partner has the right to:

1. Inspect and copy any of the partnership records required to be ...

Nevada Revised Statutes Section 88.445

Admission of additional general partners. After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership ...

Nevada Revised Statutes Section 88.450

Events of withdrawal. Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon ...

Nevada Revised Statutes Section 88.455

Rights, powers and liabilities.

1. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and ...

Nevada Revised Statutes Section 88.460

Contributions to partnership by general partner. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions ...

Nevada Revised Statutes Section 88.465

Voting rights. The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis, separately or with all ...

Nevada Revised Statutes Section 88.470

Form of partner’s contribution. The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or ...

Nevada Revised Statutes Section 88.475

Liability of partner for contributions to partnership.

1. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing ...

Nevada Revised Statutes Section 88.480

Sharing of profits and losses among partners. The profits and losses of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided ...

Nevada Revised Statutes Section 88.485

Distribution of assets among partners. Distributions of cash or other assets of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided ...

Nevada Revised Statutes Section 88.490

Right of partner to receive distributions before withdrawal from or dissolution of partnership. Except as provided in NRS 88.490 to 88.525, inclusive, a partner is entitled to receive distributions from ...

Nevada Revised Statutes Section 88.495

Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the ...

Nevada Revised Statutes Section 88.500

Withdrawal of limited partner. A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership agreement. ...

Nevada Revised Statutes Section 88.505

Distribution upon withdrawal. Except as provided in NRS 88.490 to 88.525, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the ...

Nevada Revised Statutes Section 88.510

Distribution in kind. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contributions, has no right to demand and receive any distribution ...

Nevada Revised Statutes Section 88.515

Rights upon distribution. At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of ...

Nevada Revised Statutes Section 88.520

Limitations on distribution. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, ...

Nevada Revised Statutes Section 88.525

Liability upon return of contribution.

1. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he ...

Nevada Revised Statutes Section 88.528

Nature of interest in partnership. A partnership interest is personal property. ...

Nevada Revised Statutes Section 88.530

Assignments. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership ...

Nevada Revised Statutes Section 88.535

Rights and remedies of creditor of partner.

1. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership ...

Nevada Revised Statutes Section 88.540

Right of assignee to become limited partner; liability.

1. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and ...

Nevada Revised Statutes Section 88.545

Rights of estate of deceased or incompetent partner. If a partner who is a natural person dies or a court of competent jurisdiction adjudges him to be incompetent to manage ...

Nevada Revised Statutes Section 88.550

Events causing dissolution. A limited partnership is dissolved and its affairs must be wound up upon the happening of the first of the following to occur:

1. At the ...

Nevada Revised Statutes Section 88.555

Dissolution by decree of district court. On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to ...

Nevada Revised Statutes Section 88.560

Winding up. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the ...

Nevada Revised Statutes Section 88.565

Distribution of assets. Upon the winding up of a limited partnership, the assets must be distributed as follows:

1. To creditors, including partners who are creditors, to the extent ...

Nevada Revised Statutes Section 88.570

Law governing organization, internal affairs and liability of limited partners. Subject to the constitution of this State:

1. The laws of the state under which a foreign limited partnership ...

Nevada Revised Statutes Section 88.575

Filing requirements; required provisions of application for registration. Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a ...

Nevada Revised Statutes Section 88.580

Issuance of certificate of registration by Secretary of State. If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, ...

Nevada Revised Statutes Section 88.585

Registration of name. Except as otherwise provided in NRS 88.609, a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the ...

Nevada Revised Statutes Section 88.590

Amendments to application for registration. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have ...

Nevada Revised Statutes Section 88.591

Annual list: Filing requirements; fees; powers and duties of Secretary of State.

1. Each foreign limited partnership doing business in this State shall, on or before the last day ...

Nevada Revised Statutes Section 88.5915

Additional filing requirements for certain partnerships: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 88.591, a foreign limited partnership that meets the ...

Nevada Revised Statutes Section 88.592

Certificate of authorization to transact business. If a foreign limited partnership has filed the initial or annual list in compliance with NRS 88.591 and has paid the appropriate fee for ...

Nevada Revised Statutes Section 88.5925

Addresses of managing partners required; failure to file.

1. Each list required to be filed under the provisions of NRS 88.591 to 88.5945, inclusive, must, after the name of ...

Nevada Revised Statutes Section 88.593

Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.

1. Each foreign limited partnership which is required to make a filing and pay the fee prescribed in NRS ...

Nevada Revised Statutes Section 88.5935

Defaulting partnerships: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its resident agent, each foreign limited partnership deemed in default ...

Nevada Revised Statutes Section 88.594

Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign limited partnership which has ...

Nevada Revised Statutes Section 88.5945

Defaulting partnerships: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign limited partnership applies to reinstate its certificate of registration ...

Nevada Revised Statutes Section 88.595

Cancellation of registration. A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. The certificate must ...

Nevada Revised Statutes Section 88.600

Transaction of business without registration.

1. A foreign limited partnership transacting business in this State may not maintain any action, suit or proceeding in any court of this State ...

Nevada Revised Statutes Section 88.602

Activities not constituting transaction of business.

1. For the purposes of NRS 88.570 to 88.605, inclusive, the following activities do not constitute transacting business in this State:

(a) ...

Nevada Revised Statutes Section 88.603

Determination of whether solicitation is made or accepted.

1. For the purposes of NRS 88.602, a solicitation of a deposit is made in this State, whether or not either ...

Nevada Revised Statutes Section 88.605

Action by Attorney General to restrain transaction of business. The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation ...

Nevada Revised Statutes Section 88.606

Filing requirements; required and optional provisions of certificate of registration.

1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a ...

Nevada Revised Statutes Section 88.6065

Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

1. The name proposed for a registered limited-liability limited partnership must ...

Nevada Revised Statutes Section 88.607

Termination of registration. The registration of a registered limited-liability limited partnership is effective until:

1. Its certificate of registration is revoked pursuant to NRS 88.405; or

2. The ...

Nevada Revised Statutes Section 88.6075

Status of partnership and liability of partners not affected by errors in certain filed information. The status of a limited partnership as a registered limited-liability limited partnership, and the liability ...

Nevada Revised Statutes Section 88.608

Liability of partner for debt or liability of partnership.

1. Unless otherwise provided by the articles of organization or partnership agreement, a partner of a registered limited-liability limited partnership ...

Nevada Revised Statutes Section 88.609

Name of foreign partnership. The name of a foreign registered limited-liability limited partnership that is doing business in this State must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability ...

Nevada Revised Statutes Section 88.610

Authority of limited partner to bring action. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general ...

Nevada Revised Statutes Section 88.615

Qualifications of plaintiff. In a derivative action, the plaintiff must be a partner at the time of bringing the action and:

1. At the time of the transaction of ...

Nevada Revised Statutes Section 88.620

Pleading. In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons ...

Nevada Revised Statutes Section 88.625

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 ...

Nevada Revised Statutes Section 88.630

Legislative intent. The Legislature intends that this chapter be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this ...

Nevada Revised Statutes Section 88.635

Applicability of chapter 87 of NRS. In any case not provided for in this chapter, the provisions of chapter 87 of NRS govern. ...

Nevada Revised Statutes Section 88.640

Provisions for existing partnerships.

1. A limited partnership formed under any statute of this State prior to July 1, 1931, may become a limited partnership under this chapter by ...

Nevada Revised Statutes Section 88.645

Act repealed. Except as affecting existing limited partnerships to the extent set forth in NRS 88.640, chapter 60, Laws of Nevada Territory 1862, entitled “An Act to Authorize the Formation ...

Nevada Revised Statutes Section 88.650

Operation of domestic partnership in another jurisdiction. To the extent permitted by the law of that jurisdiction:

1. A limited partnership, including a registered limited-liability limited partnership, formed and ...

Nevada Revised Statutes Section 89.010

Short title. This chapter is known and may be cited as the Professional Corporations and Associations Act. ...

Nevada Revised Statutes Section 89.020

Definitions. As used in this chapter, unless the context requires otherwise:

1. “Employee” means a person licensed or otherwise legally authorized to render professional service within this State who ...

Nevada Revised Statutes Section 89.023

Form required for filing of records.

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

Nevada Revised Statutes Section 89.025

Fees. Except as otherwise provided in NRS 89.200 to 89.270, inclusive, the fees set forth in NRS 78.785 apply to this chapter. ...

Nevada Revised Statutes Section 89.027

Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office ...

Nevada Revised Statutes Section 89.030

Applicability of chapter 78 of NRS. The laws applicable to other Nevada private corporations organized under chapter 78 of NRS and all rights, privileges and duties thereunder shall apply to ...

Nevada Revised Statutes Section 89.040

Filing requirements; required provisions of articles of incorporation; corporate name.

1. One or more persons may organize a professional corporation in the manner provided for organizing a private corporation ...

Nevada Revised Statutes Section 89.050

Scope of business; property and investments; professional services by officers and employees.

1. Except as otherwise provided in subsection 2, a professional corporation may be organized only for the ...

Nevada Revised Statutes Section 89.060

Professional relationship preserved. The provisions of this chapter relating to professional corporations do not modify any law applicable to the relationship between a person furnishing professional service and a person ...

Nevada Revised Statutes Section 89.070

Restrictions on ownership and transfer of shares.

1. Except as otherwise provided in this section and NRS 623.349:

(a) No corporation organized under the provisions of this chapter ...

Nevada Revised Statutes Section 89.080

Duties upon legal disqualification of officer, stockholder, director or employee; qualifications of officer or director; death of stockholder whose interest is in revocable trust.

1. If any officer, stockholder, ...

Nevada Revised Statutes Section 89.100

Authority of regulating boards not affected. The provisions of this chapter relating to professional corporations do not bar the regulating board of any profession from taking any action otherwise within ...

Nevada Revised Statutes Section 89.110

Scope of authority. No professional corporation may do any act which is prohibited to be done by natural persons licensed to practice the profession which the professional corporation is organized ...

Nevada Revised Statutes Section 89.200

Inapplicability of chapter 87 of NRS. The provisions of chapter 87 of NRS (Uniform Partnership Act) do not apply to professional associations. ...

Nevada Revised Statutes Section 89.210

Filing requirements; name of association.

1. Within 30 days after the organization of a professional association under this chapter, the association shall file with the Secretary of State a ...

Nevada Revised Statutes Section 89.220

Professional relationship preserved. The provisions of this chapter relating to professional associations do not modify any law applicable to the relationship between a person furnishing professional service and a person ...

Nevada Revised Statutes Section 89.230

Restrictions on membership and rendering of professional services. Except as otherwise provided in NRS 623.349, members who organize a professional association must all be natural persons licensed to render the ...

Nevada Revised Statutes Section 89.240

Duties upon legal disqualification of member or employee; redemption of and restrictions on transfer and ownership of member’s interest.

1. If any member or employee of a professional association ...

Nevada Revised Statutes Section 89.250

Annual statement: Filing requirements; fees.

1. Except as otherwise provided in subsection 2, a professional association shall, on or before the last day of the first month after the ...

Nevada Revised Statutes Section 89.252

Defaulting associations: Identification; penalty.

1. Each professional association that is required to make a filing and pay the fee prescribed in NRS 89.250 but refuses to do so within ...

Nevada Revised Statutes Section 89.254

Defaulting associations: Duties of Secretary of State; forfeiture of right to transact business; assets held in trust; distribution of assets.

1. The Secretary of State shall provide written notice ...

Nevada Revised Statutes Section 89.256

Defaulting associations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any professional association which has forfeited ...

Nevada Revised Statutes Section 89.260

Authority of regulating boards not affected. The provisions of this chapter relating to professional associations do not bar the regulating board of any profession from taking any action otherwise within ...

Nevada Revised Statutes Section 89.270

Scope of authority. No professional association may do any act which is prohibited to be done by natural persons licensed to practice the profession which the professional association is organized ...

Nevada Revised Statutes Section 90.211

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 90.215 to 90.305, inclusive, have the meanings ascribed to them in those ...

Nevada Revised Statutes Section 90.215

“Administrator” defined. “Administrator” means the Administrator of the Division. ...

Nevada Revised Statutes Section 90.220

“Broker-dealer” defined. “Broker-dealer” means any person engaged in the business of effecting transactions in securities for the account of others or for his own account. “Broker-dealer” does not include:

...

Nevada Revised Statutes Section 90.223

“Commission” defined.

1. “Commission” means:

(a) Any payment of cash, securities or goods for offering to sell or selling a security; or

(b) A promise or commitment ...

Nevada Revised Statutes Section 90.225

“Depository institution” defined.

1. “Depository institution” means:

(a) A person that is organized, chartered or holding an authorization certificate under the laws of a state or of the ...

Nevada Revised Statutes Section 90.230

“Division” defined. “Division” means the Securities Division of the Office of the Secretary of State. ...

Nevada Revised Statutes Section 90.235

“Filing” and “file” defined.

1. “Filing” means:

(a) The actual delivery of a record or application to the Administrator or his designee or to the principal office of ...

Nevada Revised Statutes Section 90.240

“Financial or institutional investor” defined. “Financial or institutional investor” means any of the following, whether acting for itself or others in a fiduciary capacity other than as an agent:

...

Nevada Revised Statutes Section 90.245

“Fraud,” “deceit” and “defraud” defined. “Fraud,” “deceit” and “defraud” are not limited to common-law fraud or deceit. ...

Nevada Revised Statutes Section 90.250

“Investment adviser” defined. “Investment adviser” means any person who, for compensation, engages in the business of advising others as to the value of securities or as to the advisability of ...

Nevada Revised Statutes Section 90.255

“Issuer” defined. “Issuer” means a person who issues or proposes to issue a security, except that:

1. The “issuer” of a collateral trust certificate, voting trust certificate, certificate of ...

Nevada Revised Statutes Section 90.260

“Nonissuer transaction” defined. “Nonissuer transaction” means a transaction not directly or indirectly for the benefit of the issuer. ...

Nevada Revised Statutes Section 90.265

“Person” defined. “Person” includes a government, governmental agency or political subdivision of a government. ...

Nevada Revised Statutes Section 90.270

“Price amendment” defined. “Price amendment” means the amendment to a registration statement filed under the Securities Act of 1933 or, if no amendment is filed, the prospectus or prospectus supplement ...

Nevada Revised Statutes Section 90.275

“Promoter” defined. “Promoter” includes:

1. A person who, acting alone or in concert with one or more other persons, takes the entrepreneurial initiative in founding or organizing the business ...

Nevada Revised Statutes Section 90.277

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 90.278

“Representative of an investment adviser” defined.

1. “Representative of an investment adviser” means any person employed by or associated with an investment adviser who:

(a) Provides advice concerning ...

Nevada Revised Statutes Section 90.280

“Sale” and “sell” defined. “Sale” includes every contract of sale, contract to sell, or other disposition, of a security or interest in a security for value. “Sell” has a corresponding ...

Nevada Revised Statutes Section 90.285

“Sales representative” defined. “Sales representative” means a natural person other than a broker-dealer, authorized to act and acting for a broker-dealer or issuer effecting or attempting to effect purchases or ...

Nevada Revised Statutes Section 90.290

“Securities Act of 1933,” “Securities Exchange Act of 1934,” “Public Utility Holding Company Act of 1935,” “Investment Company Act of 1940,” “Investment Advisers Act of 1940,” “Employees Retirement Income Security ...

Nevada Revised Statutes Section 90.292

“Securities exchange” defined. “Securities exchange” means any organization, association or group of persons, incorporated or unincorporated, located within this State which constitutes, maintains or provides a marketplace, facilities or electronic ...

Nevada Revised Statutes Section 90.295

“Security” defined. “Security” means a note, stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in a profit-sharing agreement, a limited partnership interest, an interest in a limited-liability ...

Nevada Revised Statutes Section 90.300

“Self-regulatory organization” defined. “Self-regulatory organization” means a national securities exchange registered under section 6 of the Securities Exchange Act of 1934, a national association of brokers and dealers registered under ...

Nevada Revised Statutes Section 90.305

“State” defined. “State” means a state, commonwealth, territory or possession of the United States, the District of Columbia or the commonwealth of Puerto Rico. ...

Nevada Revised Statutes Section 90.310

Licensing of broker-dealers and sales representatives.

1. It is unlawful for any person to transact business in this State as a broker-dealer or sales representative unless licensed or exempt ...

Nevada Revised Statutes Section 90.320

Exempt broker-dealers and sales representatives.

1. The following broker-dealers are exempt from licensing under NRS 90.310:

(a) A broker-dealer who is registered or, is not required to be ...

Nevada Revised Statutes Section 90.330

Licensing of investment advisers and representatives of investment advisers.

1. It is unlawful for any person to transact business in this State as an investment adviser or as a ...

Nevada Revised Statutes Section 90.340

Exempt investment advisers and representatives of investment advisers.

1. The following persons are exempt from licensing under NRS 90.330:

(a) An investment adviser who is registered or is ...

Nevada Revised Statutes Section 90.350

Application. [Effective until the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for ...

Nevada Revised Statutes Section 90.350

Application. [Effective on the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for ...

Nevada Revised Statutes Section 90.360

Licensing fees.

1. An applicant for licensing shall pay a nonrefundable licensing fee, due annually in the following amounts:

(a) Broker-dealer, $300.

(b) Sales representative, $110.

...

Nevada Revised Statutes Section 90.370

Examinations: Requirement for licensure; administration; waiver.

1. Except as otherwise provided in NRS 90.372, the Administrator by regulation or order may require an examination of an applicant applying for ...

Nevada Revised Statutes Section 90.372

Eligibility of officer or director of issuer for waiver from examination for licensure as sales representative or broker-dealer.

1. The Administrator shall grant to a bona fide officer or ...

Nevada Revised Statutes Section 90.375

Application for issuance or renewal of license: Statement regarding obligation of child support required; grounds for denial of license; duty of Administrator. [Expires by limitation on the date of the ...

Nevada Revised Statutes Section 90.380

Licensing: General provisions. [Effective until the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational ...

Nevada Revised Statutes Section 90.380

Licensing: General provisions. [Effective on the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational ...

Nevada Revised Statutes Section 90.390

Requirements after licensing.

1. The Administrator by regulation may require that:

(a) A licensed broker-dealer who is not registered under the Securities Exchange Act of 1934 maintain minimum ...

Nevada Revised Statutes Section 90.400

Licensing of successor firms.

1. A licensed broker-dealer or investment adviser may file an application for licensing of a successor, whether or not the successor is then in existence, ...

Nevada Revised Statutes Section 90.410

Power of inspection.

1. The Administrator, without previous notice, may examine in a manner reasonable under the circumstances the records, within or without this State, of a licensed broker-dealer, ...

Nevada Revised Statutes Section 90.415

Fee for inspection of records.

1. For any inspection of records conducted pursuant to NRS 90.410, the Administrator shall impose a fee of not more than:

(a) One ...

Nevada Revised Statutes Section 90.420

Grounds for denial, suspension, revocation, fine or condition.

1. The Administrator by order may deny, suspend or revoke any license, fine any licensed person, limit the activities governed by ...

Nevada Revised Statutes Section 90.430

Denial, suspension, revocation, fine or condition on grounds of lack of qualification. The Administrator’s determination that an applicant or licensed person lacks qualification under NRS 90.420 is limited by the ...

Nevada Revised Statutes Section 90.435

Mandatory suspension of license for failure to pay child support or comply with certain subpoenas or warrants; reinstatement of license. [Expires by limitation on the date of the repeal of ...

Nevada Revised Statutes Section 90.440

Withdrawal.

1. An application for a license may be withdrawn by the applicant without prejudice before the license becomes effective.

2. Withdrawal from licensing as a broker-dealer, sales ...

Nevada Revised Statutes Section 90.450

Custody of client’s securities and money.

1. Unless prohibited by regulation or order of the Administrator, an investment adviser registered under the Investment Advisers Act of 1940 may take ...

Nevada Revised Statutes Section 90.453

Registration required; exemption; regulations; investigation of persons associated with applicant; denial, suspension or revocation.

1. Except as otherwise provided in subsection 2, a person shall not operate a securities ...

Nevada Revised Statutes Section 90.4535

Description of person “associated with” securities exchange or applicant for registration. A person is “associated with” a securities exchange or an applicant for registration as such if he is:

...

Nevada Revised Statutes Section 90.454

Limitations on trading of security. A securities exchange located in this State shall not allow the trading of a security in this State unless it is issued by a corporation ...

Nevada Revised Statutes Section 90.456

Fee for transactions.

1. The Administrator may charge a fee not to exceed 0.5 percent of the total value of each transaction involving the purchase, sale or other transfer ...

Nevada Revised Statutes Section 90.457

Use of unregistered exchange by broker-dealer or representative prohibited. A broker-dealer or his representative shall not use a securities exchange to effect or report any transaction concerning a security unless ...

Nevada Revised Statutes Section 90.460

Registration requirement. It is unlawful for a person to offer to sell or sell any security in this State unless the security is registered or the security or transaction is ...

Nevada Revised Statutes Section 90.465

Expeditious processing of notice of claim of exemption from registration requirement.

1. A person who files a notice of claim of exemption from the registration requirements of NRS 90.460 ...

Nevada Revised Statutes Section 90.470

Registration by filing.

1. Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be ...

Nevada Revised Statutes Section 90.480

Registration by coordination.

1. Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be ...

Nevada Revised Statutes Section 90.490

Registration by qualification.

1. A security may be registered by qualification.

2. A registration statement under this section must contain the following information and be accompanied by the ...

Nevada Revised Statutes Section 90.500

Provisions applicable to registration generally.

1. A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a ...

Nevada Revised Statutes Section 90.510

Denial, suspension or revocation of registration.

1. The Administrator may issue an order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the Administrator ...

Nevada Revised Statutes Section 90.520

Exempt securities; filing and fee required for exemption.

1. As used in this section:

(a) “Guaranteed” means guaranteed as to payment of all or substantially all of principal ...

Nevada Revised Statutes Section 90.530

Exempt transactions. The following transactions are exempt from NRS 90.460 and 90.560:

1. An isolated nonissuer transaction, whether or not effected through a broker-dealer.

2. A nonissuer transaction ...

Nevada Revised Statutes Section 90.540

Additional exemptions; fee.

1. The Administrator by regulation or order may:

(a) Exempt any other security or transaction or class of securities or transactions from NRS 90.460 and ...

Nevada Revised Statutes Section 90.550

Revocation of exemptions.

1. The Administrator by order may deny or revoke an exemption specified in NRS 90.520 or 90.530, with respect to a specific security or transaction. An ...

Nevada Revised Statutes Section 90.560

Filing of sales and advertising literature. The Administrator by regulation or order may require the filing of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature or advertising ...

Nevada Revised Statutes Section 90.565

Filing of notice before initial offering of securities. An offering of securities is exempt from the provisions of NRS 90.460 and 90.560 if:

1. The securities are set forth ...

Nevada Revised Statutes Section 90.567

Filing of notice after first sale of securities.

1. If, pursuant to NRS 90.540, the Administrator by regulation or order exempts from the provisions of NRS 90.460 and 90.560 ...

Nevada Revised Statutes Section 90.570

Offer, sale and purchase. In connection with the offer to sell, sale, offer to purchase or purchase of a security, a person shall not, directly or indirectly:

1. Employ ...

Nevada Revised Statutes Section 90.580

Manipulation of market.

1. Without limiting the general applicability of NRS 90.570, a person shall not:

(a) Quote a fictitious price with respect to a security;

(b) ...

Nevada Revised Statutes Section 90.590

Prohibited transactions by investment advisers and representatives of investment advisers. It is unlawful for an investment adviser, representative of an investment adviser or other person who represents an investment adviser ...

Nevada Revised Statutes Section 90.600

Misleading filings. It is unlawful for a person to make or cause to be made, in a record filed with the Administrator or in a proceeding under this chapter a ...

Nevada Revised Statutes Section 90.605

Offering false evidence; destroying evidence. In any investigation, proceeding or prosecution with respect to any violation of a provision of this chapter, a regulation adopted pursuant to this chapter, an ...

Nevada Revised Statutes Section 90.610

Unlawful representation concerning licensing, registration or exemption.

1. Neither the fact that an application for licensing or a statement has been filed under this chapter, nor the fact that ...

Nevada Revised Statutes Section 90.615

Authority of Attorney General and district attorney.

1. The Attorney General may investigate and prosecute any violation of a provision of this chapter, a regulation adopted pursuant to this ...

Nevada Revised Statutes Section 90.620

Investigations and subpoenas.

1. The Administrator may make an investigation, within or outside of this State, as he finds necessary to determine whether a person has violated or is ...

Nevada Revised Statutes Section 90.630

Enforcement.

1. If the Administrator reasonably believes, whether or not based upon an investigation conducted under NRS 90.620, that:

(a) The sale of a security is subject to ...

Nevada Revised Statutes Section 90.640

Power of court to grant relief.

1. Upon a showing by the Administrator that a person has violated or is about to violate this chapter, or a regulation or ...

Nevada Revised Statutes Section 90.650

Criminal penalties.

1. A person who willfully violates:

(a) A provision of this chapter, except NRS 90.600, or who violates NRS 90.600 knowing that the statement made is ...

Nevada Revised Statutes Section 90.660

Civil liability.

1. A person who offers or sells a security in violation of any of the following provisions:

(a) Subsection 1 of NRS 90.310;

(b) NRS ...

Nevada Revised Statutes Section 90.670

Statute of limitations. A person may not sue under NRS 90.660 unless suit is brought within the earliest of 2 years after the discovery of the violation, 2 years after ...

Nevada Revised Statutes Section 90.680

Offer of rescission and settlement.

1. Relief may not be obtained under subsection 1 of NRS 90.660 if, before suit is commenced, the purchaser:

(a) Receives a written ...

Nevada Revised Statutes Section 90.690

Burden of proof.

1. In a civil action or administrative proceeding under this chapter, a person claiming an exemption or an exception from a definition has the burden of ...

Nevada Revised Statutes Section 90.700

Liability: General provisions.

1. Except as provided in NRS 90.680, a tender required under this chapter may be made before entry of judgment.

2. The rights and remedies ...

Nevada Revised Statutes Section 90.710

Administration of chapter.

1. This chapter must be administered by the Secretary of State and the Administrator. The Secretary of State may employ personnel necessary to administer the provisions ...

Nevada Revised Statutes Section 90.715

Strict interpretation of provisions; waiver of enforcement; no-action letter; fee.

1. Except as otherwise provided in this section, the Division shall interpret strictly the provisions of this chapter and ...

Nevada Revised Statutes Section 90.720

Prohibitions on use of information. The Administrator and employees of the Division shall not use information filed with or obtained by the Division for their personal gain or benefit or ...

Nevada Revised Statutes Section 90.730

Public information and confidentiality.

1. Except as otherwise provided in subsection 2, information and records filed with or obtained by the Administrator are public information and are available for ...

Nevada Revised Statutes Section 90.740

Cooperation with other agencies.

1. To encourage uniform interpretation and administration of this chapter and effective securities regulation and enforcement, the Administrator and the employees of the Division may ...

Nevada Revised Statutes Section 90.750

Regulations, forms and orders.

1. The Administrator may adopt regulations further defining such words and terms as are necessary for an understanding of the provisions of this chapter and ...

Nevada Revised Statutes Section 90.760

Good faith reliance. No provision of this chapter imposing liability applies to an act done or omitted in good faith in conformity with:

1. A regulation or order adopted ...

Nevada Revised Statutes Section 90.770

Consent to service of process.

1. An applicant for licensing or registration under this chapter or an issuer who proposes to offer a security in this State through an ...

Nevada Revised Statutes Section 90.780

Administrative files and records.

1. The Administrator shall keep a register of:

(a) All applications for licensing and registration under this chapter;

(b) All licenses and registration ...

Nevada Revised Statutes Section 90.790

Administrative proceedings. The Administrator may commence an administrative proceeding at any time with respect to a matter within his jurisdiction. He shall commence an administrative proceeding upon the application of ...

Nevada Revised Statutes Section 90.800

Summary order of Administrator; notice and opportunity for hearing; final order.

1. As an alternative to provisions of chapter 233B of NRS for contested cases, the Administrator may commence ...

Nevada Revised Statutes Section 90.820

Emergency administrative proceedings.

1. The Administrator may use emergency administrative proceedings in a situation involving an immediate danger to the public welfare requiring immediate action.

2. The Administrator ...

Nevada Revised Statutes Section 90.830

Scope of chapter.

1. NRS 90.310, 90.330, 90.460, 90.570, 90.580, 90.610 and 90.660 apply to a person who sells or offers to sell a security or investment advisory service ...

Nevada Revised Statutes Section 90.840

Contract provisions.

1. No person subject to this chapter who makes or engages in the performance of a contract in violation of this chapter or a regulation or order ...

Nevada Revised Statutes Section 90.845

Payment of fees by electronic transfer. Any fee authorized or required to be collected by the provisions of this chapter may be paid using a system for the electronic transfer ...

Nevada Revised Statutes Section 90.847

Electronic delivery of records and applications. The Administrator may, by regulation or order, approve systems for the electronic delivery of records and applications to the Administrator or his designee or ...

Nevada Revised Statutes Section 90.851

Revolving Account for Investigation, Enforcement and Education.

1. The Revolving Account for Investigation, Enforcement and Education is hereby created as a special account in the State General Fund. All ...

Nevada Revised Statutes Section 90.860

Short title; uniformity of application and construction. This chapter may be cited as the Uniform Securities Act and must be applied and construed to effectuate its general purpose to make ...

Nevada Revised Statutes Section 91.010

Purpose; construction. The Legislature intends that this chapter be construed and implemented to effectuate its general purpose to protect investors, to prevent and prosecute illegal and fraudulent schemes involving commodity ...

Nevada Revised Statutes Section 91.020

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 91.030 to 91.150, inclusive, have the meanings ascribed to them in those ...

Nevada Revised Statutes Section 91.030

“Administrator” defined. “Administrator” means the Administrator of the Securities Division of the Office of the Secretary of State. ...

Nevada Revised Statutes Section 91.040

“Board of trade” defined. “Board of trade” means any person or group of persons engaged in buying or selling any commodity or receiving any commodity for sale on consignment, whether ...

Nevada Revised Statutes Section 91.050

“Commodity” defined.

1. “Commodity” means, except as otherwise provided in subsection 2 or specified by the Administrator by regulation or order:

(a) Any agricultural, grain or livestock product ...

Nevada Revised Statutes Section 91.060

“Commodity contract” defined.

1. “Commodity contract” means any account, agreement or contract for the purchase or sale, primarily for speculation or investment purposes and not for use or consumption ...

Nevada Revised Statutes Section 91.070

“Commodity Exchange Act” defined. “Commodity Exchange Act” means the act of Congress known as the Commodity Exchange Act, 7 U.S.C. §§ 1 et seq. ...

Nevada Revised Statutes Section 91.080

“Commodity Futures Trading Commission” defined. “Commodity Futures Trading Commission” means the independent regulatory agency established by Congress to administer the Commodity Exchange Act. ...

Nevada Revised Statutes Section 91.090

“Commodity merchant” defined. “Commodity merchant” means any of the following, as defined or described in the Commodity Exchange Act or by a rule of the Commodity Futures Trading Commission:

...

Nevada Revised Statutes Section 91.100

“Commodity option” defined. “Commodity option” means any account, agreement or contract giving a party thereto the right but not the obligation to purchase or sell one or more commodities or ...

Nevada Revised Statutes Section 91.110

“Financial institution” defined. “Financial institution” means a bank, credit union, savings institution or trust company organized under, or supervised pursuant to, the laws of the United States or of any ...

Nevada Revised Statutes Section 91.120

“Offer” defined. “Offer” includes every offer to sell, purchase or enter into a commodity contract or commodity option. ...

Nevada Revised Statutes Section 91.130

“Person” defined.

1. “Person” includes a government, governmental agency or political subdivision of a government.

2. “Person” does not include a contract market designated by the Commodity Futures ...

Nevada Revised Statutes Section 91.140

“Precious metal” defined. “Precious metal” means the following in either coin, bullion or other form:

1. Silver;

2. Gold;

3. Platinum;

4. Palladium;

5. Copper; ...

Nevada Revised Statutes Section 91.145

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 91.150

“Sale” and “sell” defined. “Sale” or “sell” includes every contract of sale, contract to sell or disposition for value. ...

Nevada Revised Statutes Section 91.160

Administration.

1. This chapter must be administered by the Administrator of the Securities Division of the Office of the Secretary of State.

2. It is unlawful for the ...

Nevada Revised Statutes Section 91.170

Cooperation with other agencies.

1. To encourage uniform application and interpretation of this chapter and regulation and enforcement of securities laws in general, the Administrator and the employees of ...

Nevada Revised Statutes Section 91.180

Effect on chapter 90 of NRS. Nothing in this chapter impairs, derogates or otherwise affects the authority or powers of the Administrator under chapter 90 of NRS or the application ...

Nevada Revised Statutes Section 91.190

Sale or purchase of commodities prohibited; exceptions. Except as otherwise provided in NRS 91.200 and 91.210, a person shall not sell or purchase or offer to sell or purchase any ...

Nevada Revised Statutes Section 91.200

Persons exempted. The prohibitions in NRS 91.190 do not apply to any transaction offered by and in which any of the following persons, or any employee, officer or director thereof ...

Nevada Revised Statutes Section 91.210

Transactions exempted.

1. The prohibitions in NRS 91.190 do not apply to the following:

(a) An account, agreement or transaction within the exclusive jurisdiction of the Commodity Futures ...

Nevada Revised Statutes Section 91.220

Prohibited activities of commodity merchant and board of trade.

1. A person shall not engage in a trade or business or otherwise act as a commodity merchant unless the ...

Nevada Revised Statutes Section 91.230

Fraudulent conduct. A person shall not directly or indirectly:

1. Cheat or defraud, or attempt to cheat or defraud, any other person or employ any device, scheme or artifice ...

Nevada Revised Statutes Section 91.240

Applicability of NRS 91.190, 91.220 and 91.230.

1. NRS 91.190, 91.220 and 91.230 apply to persons who sell or offer to sell when:

(a) An offer ...

Nevada Revised Statutes Section 91.250

Liability of principals and agents.

1. The act, omission, or failure of any officer, agent or other person acting for any natural person, association, partnership, corporation or trust within ...

Nevada Revised Statutes Section 91.260

Regulations and orders. The Administrator may adopt such regulations or issue such orders as are necessary to carry out the provisions of this chapter and which are in the public ...

Nevada Revised Statutes Section 91.270

Orders: Procedure.

1. The Administrator shall commence an administrative proceeding under this chapter by entering either a notice of intent to do a contemplated act or a summary order. ...

Nevada Revised Statutes Section 91.280

Orders: Judicial review.

1. Any person aggrieved by a final order of the Administrator may obtain judicial review of the order in the District Court for the First Judicial ...

Nevada Revised Statutes Section 91.290

Appointment of Administrator as attorney to receive service of process.

1. Every applicant for registration under this chapter shall file with the Administrator, in the form prescribed by the ...

Nevada Revised Statutes Section 91.300

Investigations and subpoenas.

1. The Administrator may make investigations, within or outside of this State, as he finds necessary or appropriate to:

(a) Determine whether any person has ...

Nevada Revised Statutes Section 91.310

Enforcement by Administrator.

1. If the Administrator believes, whether or not based upon an investigation conducted under NRS 91.300, that any person has engaged or is about to engage ...

Nevada Revised Statutes Section 91.320

Remedies for violation of this chapter.

1. Upon a proper showing by the Administrator that a person has violated, or is about to violate, any provision of this chapter ...

Nevada Revised Statutes Section 91.330

Remedies for violation of similar law of another jurisdiction.

1. Upon a proper showing by the Administrator or a securities or commodity agency of another state that a person ...

Nevada Revised Statutes Section 91.340

Criminal penalties.

1. Except as otherwise provided in subsection 2, a person who willfully violates:

(a) Any provision of this chapter; or

(b) Any regulation or order ...

Nevada Revised Statutes Section 92A.005

Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 92A.007 to 92A.097, inclusive, have the meanings ascribed to them in those ...

Nevada Revised Statutes Section 92A.007

“Approval” and “vote” defined. “Approval” and “vote” as describing action by directors or stockholders mean the vote by directors in person or by written consent, or action of stockholders in ...

Nevada Revised Statutes Section 92A.0075

“Articles,” “articles of incorporation” and “certificate of incorporation” defined. “Articles,” “articles of incorporation” and “certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed ...

Nevada Revised Statutes Section 92A.008

“Business trust” defined. “Business trust” means:

1. A domestic business trust; or

2. An unincorporated association formed pursuant to, existing under or governed by the law of a ...

Nevada Revised Statutes Section 92A.009

“Charter document” defined. “Charter document” means the articles of incorporation of a foreign corporation, whether or not for profit, the articles of incorporation of a domestic corporation and a domestic ...

Nevada Revised Statutes Section 92A.010

“Constituent document” defined. “Constituent document” means the articles of incorporation or bylaws of a corporation, whether or not for profit, the articles of organization or operating agreement of a limited-liability ...

Nevada Revised Statutes Section 92A.015

“Constituent entity” defined. “Constituent entity” means:

1. With respect to a merger, each merging or surviving entity;

2. With respect to an exchange, each entity whose owner’s interests ...

Nevada Revised Statutes Section 92A.020

“Domestic” defined. “Domestic” as applied to an entity means one organized and existing under the laws of this State. ...

Nevada Revised Statutes Section 92A.022

“Domestic business trust” defined. “Domestic business trust” means a business trust formed and existing pursuant to the provisions of chapter 88A of NRS. ...

Nevada Revised Statutes Section 92A.025

“Domestic corporation” defined. “Domestic corporation” means a corporation organized and existing under chapter 78, 78A or 89 of NRS, or a nonprofit cooperative corporation organized pursuant to NRS 81.010 to ...

Nevada Revised Statutes Section 92A.027

“Domestic general partnership” defined. “Domestic general partnership” means a general partnership governed by the provisions of chapter 87 of NRS. ...

Nevada Revised Statutes Section 92A.030

“Domestic limited-liability company” defined. “Domestic limited-liability company” means a limited-liability company organized and existing under chapter 86 of NRS. ...

Nevada Revised Statutes Section 92A.035

“Domestic limited partnership” defined. “Domestic limited partnership” means a limited partnership organized and existing under chapter 88 of NRS. ...

Nevada Revised Statutes Section 92A.040

“Domestic nonprofit corporation” defined. “Domestic nonprofit corporation” means a corporation organized or existing under chapter 82 of NRS, including those listed in NRS 82.051. ...

Nevada Revised Statutes Section 92A.045

“Entity” defined. “Entity” means a foreign or domestic:

1. Corporation, whether or not for profit;

2. Limited-liability company;

3. Limited partnership; or

4. Business trust. ...

Nevada Revised Statutes Section 92A.050

“Exchange” defined. “Exchange” means the acquisition by one or more foreign or domestic entities of all an owner’s interests or one or more classes or series of an owner’s interests ...

Nevada Revised Statutes Section 92A.055

“Foreign” defined. “Foreign” as applied to an entity means one not organized or existing under the laws of this State. ...

Nevada Revised Statutes Section 92A.060

“Limited partner” defined. “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. ...

Nevada Revised Statutes Section 92A.070

“Member” defined. “Member” means:

1. A member of a limited-liability company, as defined in NRS 86.081; or

2. A member of a nonprofit corporation which has members. ...

Nevada Revised Statutes Section 92A.075

“Owner” defined. “Owner” means the holder of an interest described in NRS 92A.080 or a noneconomic member of a limited-liability company described in NRS 86.095. ...

Nevada Revised Statutes Section 92A.080

“Owner’s interest” defined. “Owner’s interest” means shares of stock in a corporation, membership in a nonprofit corporation, the interest of a member of a limited-liability company or a beneficial owner ...

Nevada Revised Statutes Section 92A.085

“Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ...

Nevada Revised Statutes Section 92A.090

“Resulting entity” defined. “Resulting entity” means, with respect to a conversion, the entity that results from conversion of the constituent entity. ...

Nevada Revised Statutes Section 92A.093

“Sign” defined. “Sign” means to affix a signature to a record. ...

Nevada Revised Statutes Section 92A.097

“Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with ...

Nevada Revised Statutes Section 92A.100

Authority for merger; approval, contents and form of plan of merger.

1. Except as limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may merge into ...

Nevada Revised Statutes Section 92A.105

Authority for conversion; approval, form and contents of plan of conversion.

1. Except as limited by NRS 78.411 to 78.444, inclusive, one domestic general partnership or one domestic entity, ...

Nevada Revised Statutes Section 92A.110

Authority for exchange; approval, contents and form of plan of exchange.

1. Except as a corporation is limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities ...

Nevada Revised Statutes Section 92A.120

Approval of plan of merger, conversion or exchange for domestic corporation.

1. After adopting a plan of merger, exchange or conversion, the board of directors of each domestic corporation ...

Nevada Revised Statutes Section 92A.130

Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required.

1. Action by the stockholders of a surviving domestic ...

Nevada Revised Statutes Section 92A.135

Approval of plan of conversion for domestic general partnership. Unless otherwise provided in the partnership agreement, all partners must approve a plan of conversion involving a domestic general partnership. ...

Nevada Revised Statutes Section 92A.140

Approval of plan of merger, conversion or exchange for domestic limited partnership.

1. Unless otherwise provided in the partnership agreement or the certificate of limited partnership, a plan of ...

Nevada Revised Statutes Section 92A.150

Approval of plan of merger, conversion or exchange for domestic limited-liability company.

1. Unless otherwise provided in the articles of organization or an operating agreement:

(a) A plan ...

Nevada Revised Statutes Section 92A.160

Approval of plan of merger or exchange for domestic nonprofit corporation.

1. A plan of merger or exchange involving a domestic nonprofit corporation must be adopted by the board ...

Nevada Revised Statutes Section 92A.165

Approval of plan of merger, conversion or exchange for domestic business trust. Unless otherwise provided in the certificate of trust or governing instrument of a domestic business trust, a plan ...

Nevada Revised Statutes Section 92A.170

Abandonment of planned merger, conversion or exchange before filing of articles. After a merger, conversion or exchange is approved, and at any time before the articles of merger, conversion or ...

Nevada Revised Statutes Section 92A.175

Termination of planned merger, conversion or exchange after filing of articles. After a merger, conversion or exchange is approved, at any time after the articles of merger, conversion or exchange ...

Nevada Revised Statutes Section 92A.180

Merger of subsidiary into parent or parent into subsidiary.

1. A parent domestic corporation, whether or not for profit, parent domestic limited-liability company, unless otherwise provided in the articles ...

Nevada Revised Statutes Section 92A.190

Merger or exchange with foreign entity.

1. One or more foreign entities may merge or enter into an exchange of owner’s interests with one or more domestic entities if:

Nevada Revised Statutes Section 92A.195

Conversion of foreign entity or foreign general partnership.

1. One foreign entity or foreign general partnership may convert into one domestic entity if:

(a) The conversion is permitted ...

Nevada Revised Statutes Section 92A.200

Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts.

1. After a plan of merger or exchange is approved ...

Nevada Revised Statutes Section 92A.205

Filing requirements for conversions.

1. After a plan of conversion is approved as required by this chapter, if the resulting entity is a domestic entity, the constituent entity shall ...

Nevada Revised Statutes Section 92A.207

Form required for filing of records.

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

Nevada Revised Statutes Section 92A.210

Filing fees.

1. Except as otherwise provided in this section, the fee for filing articles of merger, articles of conversion, articles of exchange, articles of domestication or articles of ...

Nevada Revised Statutes Section 92A.220

Duty when entire plan of merger, conversion or exchange is not set forth in articles. If the entire plan of merger, conversion or exchange is not set forth in the ...

Nevada Revised Statutes Section 92A.230

Signing of articles of merger, conversion or exchange. Articles of merger, conversion or exchange must be signed by each foreign and domestic constituent entity as follows:

1. By an ...

Nevada Revised Statutes Section 92A.240

Effective date of merger, conversion or exchange; articles of termination.

1. A merger, conversion or exchange takes effect upon filing the articles of merger, conversion or exchange or upon ...

Nevada Revised Statutes Section 92A.250

Effect of merger, conversion or exchange.

1. When a merger takes effect:

(a) Every other entity that is a constituent entity merges into the surviving entity and the ...

Nevada Revised Statutes Section 92A.260

Liability of owner after merger, conversion or exchange. An owner that is not personally liable for the debts, liabilities or obligations of the entity pursuant to the laws and constituent ...

Nevada Revised Statutes Section 92A.270

Domestication of undomesticated organization.

1. Any undomesticated organization may become domesticated in this State as a domestic entity by:

(a) Paying to the Secretary of State the fees ...

Nevada Revised Statutes Section 92A.300

Definitions. As used in NRS 92A.300 to 92A.500, inclusive, unless the context otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335, inclusive, have the meanings ascribed to ...

Nevada Revised Statutes Section 92A.305

“Beneficial stockholder” defined. “Beneficial stockholder” means a person who is a beneficial owner of shares held in a voting trust or by a nominee as the stockholder of record. ...

Nevada Revised Statutes Section 92A.310

“Corporate action” defined. “Corporate action” means the action of a domestic corporation. ...

Nevada Revised Statutes Section 92A.315

“Dissenter” defined. “Dissenter” means a stockholder who is entitled to dissent from a domestic corporation’s action under NRS 92A.380 and who exercises that right when and in the manner required ...

Nevada Revised Statutes Section 92A.320

“Fair value” defined. “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which he objects, excluding ...

Nevada Revised Statutes Section 92A.325

“Stockholder” defined. “Stockholder” means a stockholder of record or a beneficial stockholder of a domestic corporation. ...

Nevada Revised Statutes Section 92A.330

“Stockholder of record” defined. “Stockholder of record” means the person in whose name shares are registered in the records of a domestic corporation or the beneficial owner of shares to ...

Nevada Revised Statutes Section 92A.335

“Subject corporation” defined. “Subject corporation” means the domestic corporation which is the issuer of the shares held by a dissenter before the corporate action creating the dissenter’s rights becomes effective ...

Nevada Revised Statutes Section 92A.340

Computation of interest. Interest payable pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed from the effective date of the action until the date of payment, at the average ...

Nevada Revised Statutes Section 92A.350

Rights of dissenting partner of domestic limited partnership. A partnership agreement of a domestic limited partnership or, unless otherwise provided in the partnership agreement, an agreement of merger or exchange, ...

Nevada Revised Statutes Section 92A.360

Rights of dissenting member of domestic limited-liability company. The articles of organization or operating agreement of a domestic limited-liability company or, unless otherwise provided in the articles of organization or ...

Nevada Revised Statutes Section 92A.370

Rights of dissenting member of domestic nonprofit corporation.

1. Except as otherwise provided in subsection 2, and unless otherwise provided in the articles or bylaws, any member of any ...

Nevada Revised Statutes Section 92A.380

Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.

1. Except as otherwise provided in NRS 92A.370 and 92A.390, any stockholder is entitled ...

Nevada Revised Statutes Section 92A.390

Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger.

1. There is no right of dissent with respect ...

Nevada Revised Statutes Section 92A.400

Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder.

1. A stockholder of record may assert dissenter’s rights as ...

Nevada Revised Statutes Section 92A.410

Notification of stockholders regarding right of dissent.

1. If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, the notice of the ...

Nevada Revised Statutes Section 92A.420

Prerequisites to demand for payment for shares.

1. If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, a stockholder who wishes ...

Nevada Revised Statutes Section 92A.430

Dissenter’s notice: Delivery to stockholders entitled to assert rights; contents.

1. If a proposed corporate action creating dissenters’ rights is authorized at a stockholders’ meeting, the subject corporation shall ...

Nevada Revised Statutes Section 92A.440

Demand for payment and deposit of certificates; retention of rights of stockholder.

1. A stockholder to whom a dissenter’s notice is sent must:

(a) Demand payment;

(b) ...

Nevada Revised Statutes Section 92A.450

Uncertificated shares: Authority to restrict transfer after demand for payment; retention of rights of stockholder.

1. The subject corporation may restrict the transfer of shares not represented by a ...

Nevada Revised Statutes Section 92A.460

Payment for shares: General requirements.

1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt of a demand for payment, the subject corporation shall pay each ...

Nevada Revised Statutes Section 92A.470

Payment for shares: Shares acquired on or after date of dissenter’s notice.

1. A subject corporation may elect to withhold payment from a dissenter unless he was the beneficial ...

Nevada Revised Statutes Section 92A.480

Dissenter’s estimate of fair value: Notification of subject corporation; demand for payment of estimate.

1. A dissenter may notify the subject corporation in writing of his own estimate of ...

Nevada Revised Statutes Section 92A.490

Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter.

1. If a demand for payment remains unsettled, the subject corporation shall commence ...

Nevada Revised Statutes Section 92A.500

Legal proceeding to determine fair value: Assessment of costs and fees.

1. The court in a proceeding to determine fair value shall determine all of the costs of the ...



Last modified: February 26, 2006