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NEVADA REVISED STATUTES ("NRS")
CHAPTER 86
LIMITED-LIABILITY COMPANIES

[These were revised in 1997 and should remain effective at least until fall 1999. - staff]
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GENERAL PROVISIONS

NRS 86.011 Definitions.CH. 86
NRS 86.021 "Articles of organization" defined.
NRS 86.031 "Bankrupt" defined.
NRS 86.041 "Contribution" defined. [Repealed.]
NRS 86.051 "Foreign limited-liability company" defined.
NRS 86.061 "Limited-liability company" and "company" defined.
NRS 86.065 "Majority in interest" defined.
NRS 86.071 "Manager" defined.
NRS 86.081 "Member" defined.
NRS 86.091 "Member's interest" defined.
NRS 86.101 "Operating agreement" defined.
NRS 86.106 "Participating member" defined. [Repealed.]
NRS 86.111 "Real property" defined.
NRS 86.121 "Registered office" defined.
NRS 86.125 "Resident agent" defined.
NRS 86.131 Applicability of chapter to foreign and interstate commerce.

ORGANIZATION

NRS 86.141 Purpose for organization.
NRS 86.151 Method of formation; issuance of certificate by secretary of state; membership.
NRS 86.155 Perpetual existence of company.
NRS 86.161 Articles of organization: Contents.
NRS 86.171 Name of company: Distinguishable name required; availability of name of revoked, terminated or merged company.
NRS 86.176 Name of company: Reservation; injunctive relief.
NRS 86.201 Articles of organization: Filing.
NRS 86.211 Articles of organization: Notice imparted by filing.
NRS 86.221 Amendment of articles of organization; restated articles of organization.
NRS 86.226 Filing of certificate of amendment or judicial decree of amendment.

OPERATION

NRS 86.231 Resident agent and registered office: Maintenance; change of address.
NRS 86.235 Change of resident agent or location of registered office.
NRS 86.241 Records: Maintenance at office in state; inspection and copying.
NRS 86.251 Resident agent: Resignation; designation of successor after death, resignation or movement from state.
NRS 86.261 Service of process, notice or demand upon resident agent.
NRS 86.263 Annual filing of list of managers or managing members; fee; notice.
NRS 86.266 Certificate authorizing company to transact business.
NRS 86.269 Contents of annual list: Names and addresses; penalties.
NRS 86.272 Defaulting companies: Identification; penalty.
NRS 86.274 Defaulting companies: Duties of secretary of state; forfeiture; distribution of assets.
NRS 86.276 Defaulting companies: Procedure and conditions for reinstatement.
NRS 86.278 Defaulting companies: Reinstatement under old or new name.
NRS 86.281 General powers.
NRS 86.286 Operating agreement.
NRS 86.291 Management.
NRS 86.301 Limitation on authority to contract debt or incur liability.
NRS 86.311 Acquisition, ownership and disposition of property.
NRS 86.321 Contributions to capital: Form.
NRS 86.331 Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws.
NRS 86.335 Resignation or withdrawal of member in violation of operating agreement; loss of rights to participate upon resignation or withdrawal.
NRS 86.341 Distribution of profits.
NRS 86.343 Prohibition on distribution of profits.
NRS 86.346 Distributions: Form; status of member or transferee.
NRS 86.351 Transfer or assignment of member's interest; rights of transferee; substituted members.

LIABILITY, INDEMNIFICATION AND INSURANCE

NRS 86.361 Liability of persons assuming to act as company without authority.
NRS 86.371 Liability of member or manager for debts or liabilities of company.
NRS 86.381 Member of company is not proper party in proceeding by or against company; exception.
NRS 86.391 Liability to company of member or contributor to capital.
NRS 86.401 Rights of judgment creditor of member.
NRS 86.411 Indemnification of manager, member, employee or agent: Proceeding other than by company.
NRS 86.421 Indemnification of manager, member, employee or agent: Proceeding by company.
NRS 86.431 Indemnification of manager, member, employee or agent: Scope; authorization.
NRS 86.441 Indemnification of member or manager: Advancement of expenses.
NRS 86.451 Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status.
NRS 86.461 Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent.
NRS 86.471 Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent.
NRS 86.481 Exclusion of company which provides self-insurance from Title 57 of NRS.

DISSOLUTION

NRS 86.491 Events requiring dissolution and winding up of affairs.
NRS 86.505 Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company.
NRS 86.521 Distribution of assets after dissolution.
NRS 86.531 Articles of dissolution: Preparation and contents; execution. NRS 86.541 Articles of dissolution: Filing; duties of secretary of state; effect of filing.

MISCELLANEOUS PROVISIONS

NRS 86.551 Registration of foreign limited-liability company.
NRS 86.555 Issuance of occupational or professional license to limited- liability company by board or commission; regulations.
NRS 86.561 Secretary of state: Fees.
NRS 86.563 Secretary of state: Procedure to submit replacement page before filing of document.
NRS 86.566 Secretary of state: Filing of documents written in language other than English.
NRS 86.571 Waiver of notice.
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CHAPTER 86
LIMITED-LIABILITY COMPANIES

CROSS REFERENCES

Abandoned or unclaimed property, NRS ch. 120A
Foreign limited-liability companies, appointment of resident agent, NRS 14.020
Gaming companies, licensing, NRS 463.482-463.488, 463.573-463.5737
Merger or exchange of interest, NRS ch. 92A
Partnerships, registered limited-liability, NRS 87.440-87.560

GENERAL PROVISIONS

NRS 86.011 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.021 to 86.125, inclusive, have the meanings ascribed to them in those sections.
(added to NRS by 1991, 1292; A 1993, 1012; 1995, 2107)

NRS 86.021 "Articles of organization" defined. "Articles of organization" means the articles of organization filed with the secretary of state for the purpose of forming a limited-liability company pursuant to this chapter.
(added to NRS by 1991, 1292)

NRS 86.031 "Bankrupt" defined. "Bankrupt" is limited to the effect of the federal statutes codified as Title 11 of the United States Code. (added to NRS by 1991, 1292)

NRS 86.041 "Contribution" defined. Repealed. (See chapter 208, Statutes of Nevada 1997, at pg 732.)

NRS 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. (added to NRS by 1991, 1292)

NRS 86.061 "Limited-liability company" and "company" defined. "Limited- liability company" or "company" means a limited-liability company organized and existing under this chapter. (added to NRS by 1991, 1292)

NRS 86.065 "Majority in interest" defined. "Majority in interest" means a majority of the interests in the current profits of a limited-liability company. (added to NRS by 1995, 2106; A 1997, 715)

NRS 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 the company. (added to NRS by 1991, 1293; A 1997, 715)

NRS 86.081 "Member" defined. "Member" means the owner of an interest in a limited-liability company. (added to NRS by 1991, 1293; A 1997, 715)

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

NRS 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. (added to NRS by 1991, 1293)

NRS 86.106 "Participating member" defined. Repealed. (See chapter 208, Statutes of Nevada 1997, at page 732.)

NRS 86.111 "Real property" defined. "Real property" includes land, any interest, leasehold or estate in land, and any improvements on it. (added to NRS by 1991, 1293)

NRS 86.121 "Registered office" defined. "Registered office" of a limited-liability company means the office maintained at the street address of its resident agent. (added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126)

NRS 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 be served. (added to NRS by 1995, 2106)

NRS 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 legislature by enactment of this chapter that the legal existence of limited-liability companies formed under this chapter be recognized beyond the limits of this state and that, subject to any reasonable requirement of registration, any such company transacting business outside this state be granted protection of full faith and credit under Section 1 of Article IV of the Constitution of the United States. (added to NRS by 1991, 1304)

ORGANIZATION

NRS 86.141 Purpose for organization. A limited-liability company may be organized under this chapter for any lawful purpose, except insurance. (added to NRS by 1991, 1293; A 1995, 496)

NRS 86.151 Method of formation; issuance of certificate by secretary of state; membership.

1. One or more persons may form a limited-liability company by: (a) Executing, acknowledging and filing with the secretary of state articles of organization for the company; and (b) Filing with the secretary of state a certificate of acceptance of appointment, executed by the resident agent of the company.

2. Upon the filing of the articles of organization and the certificate of acceptance with the secretary of state, and the payment to him of the required filing fees, the secretary of state shall issue to the company a certificate that the articles, containing the required statement of facts, have been filed.

3. A signer of the articles of organization or a manager designated in the articles does not thereby become a member of the company. At all times after commencement of business by the company, the company must have one or more members. The filing of the articles does not, by itself, constitute commencement of business by the company. (added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 715)

NRS 86.155 Perpetual existence of company. Unless otherwise provided in its articles of organization or operating agreement, a limited-liability company has perpetual existence. (added to NRS by 1997, 714)

NRS 86.161 Articles of organization: Contents.

1. The articles of organization must set forth:
(a) The name of the limited-liability company;
(b) The name and complete street address of its resident agent, and the mailing address of the resident agent if different from the street address;
(c) The name and post office or street address, either residence or business, of each of the organizers executing the articles;
(d) If the company is to be managed by one or more managers, the name and post office or street address, either residence or business, of each manager; and
(e) If the company is to be managed by the members, the name and post office or street address, either residence or business, of each member.

2. The articles may set forth any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.

3. It is not necessary to set out in the articles of organization:
(a) The rights, if any, of the members to contract debts on behalf of the limited-liability company; or
(b) Any of the powers enumerated in this chapter. (added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 716)

NRS 86.171 Name of company: Distinguishable name required; availability of name of revoked, terminated or merged company.

1. The name of a limited-liability company formed under the provisions of this chapter must contain the words "Limited-Liability Company," "Limited Company," or "Limited" or the abbreviations "Ltd.," "L.L.C.," "L.C.," "LLC" or "LC." The word "Company" may be abbreviated as "Co."

2. The name proposed for a limited-liability company must be distinguishable from the names of all other artificial persons organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose names are on file in the office of the secretary of state. If a proposed name is not so distinguishable, the secretary of state shall return the articles of organization to the organizer, unless the written acknowledged consent of the holder of the registered name to use the same name or the requested similar name accompanies the articles of organization.

3. For the purposes of this section and NRS 86.176, a proposed name is not distinguished from a registered or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination of these.

4. The name of a limited-liability company whose charter has been revoked, whose existence has terminated, which has merged and is not the surviving company, or which for any other reason is no longer in good standing is available for use by any other artificial person. (added to NRS by 1991, 1294; A 1993, 1013; 1995, 2108; 1997, 2812)

NRS 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 name available under NRS 86.171, for the use of any proposed limited-liability company. During the period, a name so reserved is not available for use by any corporation, limited partnership or limited-liability company without the consent of the person at whose request the reservation was made.

2. The use by any corporation, limited partnership or limited- liability company of a name in violation of NRS 86.171 or subsection 1 of this section may be enjoined, notwithstanding the fact that the articles of incorporation or organization of the corporation or limited-liability company or the certificate of limited partnership may have been filed by the secretary of state. (added to NRS by 1993, 1009)

NRS 86.201 Articles of organization: Filing.

1. Upon filing the articles of organization and the certificate of acceptance of the resident agent, and the payment of filing fees, the limited-liability company is considered legally organized pursuant to this chapter.

2. A limited-liability company must not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the secretary of state has filed the articles of organization and the certificate of acceptance. (added to NRS by 1991, 1294; A 1993, 1014; 1995, 1127, 2108)

NRS 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 company is a limited-liability company and is notice of all other facts sets forth therein which are required to be set forth in the articles of organization, unless the existence and facts set forth have been rebutted and made a part of a record of any court of competent jurisdiction. (added to NRS by 1991, 1294)

NRS 86.221 Amendment of articles of organization; restated 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 all of the members or permitted by the articles or an operating agreement.

2. An amendment must be made in the form of a certificate setting forth:
(a) The name of the limited-liability company;
(b) The date of filing of the articles of organization; and
(c) The amendment to the articles of organization.

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

4. Restated articles of organization may be executed and filed in the same manner as a certificate of amendment. (added to NRS by 1991, 1304; A 1993, 1014; 1995, 1127, 2108; 1997, 716)

NRS 86.226 Filing of certificate of amendment or judicial decree of amendment.

1. A signed and acknowledged certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the secretary of state. A person who executes a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that a certificate does not conform to law, upon his receipt of all required filing fees he shall file the certificate. 2. Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the secretary of state, the articles of organization are amended as set forth therein. (added to NRS by 1993, 1009; A 1995, 2109; 1997, 717)

OPERATION

NRS 86.231 Resident agent and registered office: Maintenance; change of address.

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

2. Within 30 days after changing the location of his office from one address to another in this state, a resident agent shall file a certificate with the secretary of state setting forth the names of the limited-liability companies represented by him, the address at which he has maintained the office for each of the limited-liability companies, and the new address to which the office is transferred. (added to NRS by 1991, 1295; A 1993, 1015; 1995, 1127, 2109)

NRS 86.235 Change of resident agent or location of registered office. If a limited-liability company created pursuant to this chapter desires to change the location within this state of its registered office, or change its resident agent, or both, the change may be effected by filing with the secretary of state a certificate of change that sets forth:

1. The name of the limited-liability company;

2. That the change authorized by this section is effective upon the filing of the certificate of change;

3. The street address of its present registered office;

4. If the present registered office is to be changed, the street address of the new registered office;

5. The name of its present resident agent; and

6. If the present resident agent is to be changed, the name of the new resident agent. The new resident agent's certificate of acceptance must be a part of or attached to the certificate of change.

The certificate of change must be signed by a manager of the limited- liability company or, if no manager has been elected, by a member of the company. (added to NRS by 1995, 1125; A 1997, 717)

NRS 86.241 Records: Maintenance at office in state; inspection and copying.

1. Each limited-liability company shall continuously maintain in this state an office, which may but need not be a place of its business in this state, at which it shall keep, unless otherwise provided by an operating agreement:
(a) A current list of the full name and last known business address of each member and manager, separately identifying the members in alphabetical order and the managers, if any, in alphabetical order;
(b) A copy of the filed articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any document has been executed; and
(c) Copies of any then effective operating agreement of the company.

2. Records kept pursuant to this section are subject to inspection and copying at the reasonable request, and at the expense, of any member during ordinary business hours, unless otherwise provided in an operating agreement. (added to NRS by 1991, 1295; A 1993, 1015; 1995, 2110)

NRS 86.251 Resident agent: Resignation; designation of successor after death, resignation or movement from state.

1. A resident agent who desires to resign shall file with the secretary of state a signed statement for each limited-liability company that he is unwilling to continue to act as the agent of the limited- liability company for the service of process. The execution of the statement must be acknowledged. A resignation is not effective until the signed statement is filed with the secretary of state.

2. The statement of resignation may contain an acknowledged statement of the affected limited-liability company appointing a successor resident agent for that limited-liability company, giving the agent's full name, street address for the service of process, and mailing address if different from the street address. A certificate of acceptance executed by the new resident agent must accompany the statement appointing a successor resident agent.

3. Upon the filing of the statement of resignation with the secretary of state the capacity of the resigning person as resident agent terminates. If the statement of resignation contains no statement by the limited-liability company appointing a successor resident agent, the resigning agent shall immediately give written notice, by mail, to the limited-liability company of the filing of the statement and its effect. The notice must be addressed to any manager or, if none, to any member, of the limited-liability company other than the resident agent.

4. If a resident agent dies, resigns or moves from the state, the limited-liability company, within 30 days thereafter, shall file with the secretary of state a certificate of acceptance executed by the new resident agent. The certificate must set forth the name, complete street address and mailing address, if different from the street address, of the new resident agent.

5. Each limited-liability company which fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its resident agent as provided in subsection 4, shall be deemed in default and is subject to the provisions of NRS 86.272 and 86.274. (added to NRS by 1991, 1296; A 1993, 1016; 1995, 1128)

NRS 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 or demand required or permitted by law to be served upon the company may be served.

2. This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited-liability company in any other manner permitted by law. (added to NRS by 1991, 1296; A 1995, 1128; 1997, 474)

NRS 86.263 Annual filing of list of managers or managing members; fee; notice.

1. A limited-liability company shall, on or before the last day of the month in which the anniversary date of its formation occurs, file with the secretary of state, on a form furnished by him, a list containing:
(a) The name of the limited-liability company;
(b) The file number of the limited-liability company, if known;
(c) The names and titles of all of its managers or, if there is no manager, all of its managing members;
(d) The mailing or street address, either residence or business, of each manager or managing member listed, following the name of the manager or managing member; and
(e) The signature of a manager or managing member of the limited-liability company certifying that the list is true, complete and accurate.

2. The limited-liability company shall annually thereafter, on or before the last day of the month in which the anniversary date of organization occurs, file with the secretary of state, on a form furnished by him, an amended list containing all of the information required in subsection 1. If the limited-liability company has had no changes in its managers or, if there is no manager, its managing members, since its previous list was filed, no amended list need be filed if a manager or managing member of the limited-liability company certifies to the secretary of state as a true and accurate statement that no changes in the managers or managing members have occurred.

3. Upon filing the list of managers or managing members, or certifying that no changes have occurred, the limited-liability company shall pay to the secretary of state a fee of $85.

4. The secretary of state shall, 60 days before the last day for filing the list required by subsection 1, cause to be mailed to each limited-liability company required to comply with the provisions of this section, which has not become delinquent, a notice of the fee due under subsection 3 and a reminder to file a list of managers or managing members or a certification of no change. Failure of any company to receive a notice or form does not excuse it from the penalty imposed by law.

5. If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective or the fee required by subsection 3 is not paid, the secretary of state may return the list for correction or payment.

6. An annual list for a limited-liability company not in default received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year. (added to NRS by 1993, 1010; A 1995, 1129, 2110; 1997, 2813)

NRS 86.266 Certificate authorizing company to transact business. When the fee for filing the annual list of managers or members and designation of a resident agent has been paid, the canceled check received by the limited-liability company constitutes a certificate authorizing it to transact its business within this state until the last day of the month in which the anniversary of its formation occurs in the next succeeding calendar year. If the company desires a formal certificate upon its payment of the annual fee, its payment must be accompanied by a self- addressed, stamped envelope. (added to NRS by 1993, 1010; A 1995, 1129)

NRS 86.269 Contents of annual list: Names and addresses; penalties.

1. Every list required to be filed under the provisions of NRS 86.263 must, after the name of each manager and member listed thereon, set forth the post office box or street address, either residence or business, of each manager or member.

2. If the addresses are not stated for each person on any list offered for filing, the secretary of state may refuse to file the list, and the limited-liability company for which the list has been offered for filing is subject to the provisions of NRS 86.272 and 86.274 relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section. (added to NRS by 1993, 1010)

NRS 86.272 Defaulting companies: Identification; penalty.

1. Each limited-liability company required to make a filing and pay the fee prescribed in NRS 86.263 which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $15. The fee and penalty must be collected as provided in this chapter. (added to NRS by 1993, 1010; A 1995, 1129)

NRS 86.274 Defaulting companies: Duties of secretary of state; forfeiture; distribution of assets.

1. The secretary of state shall notify, by letter addressed to its resident agent, each limited-liability company deemed in default pursuant to the provisions of this chapter. The notice must be accompanied by a statement indicating the amount of the filing fee, penalties and costs remaining unpaid.

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

3. The secretary of state shall compile a complete list containing the names of all limited-liability companies whose right to do business has been forfeited. The secretary of state shall forthwith notify each limited- liability company by letter addressed to its resident agent of the forfeiture of its charter. The notice must be accompanied by a statement indicating the amount of the filing fee, penalties and costs remaining unpaid.

4. If the charter of a limited-liability company is revoked and the right to transact business is forfeited, all of the property and assets of the defaulting company must be held in trust by the managers or, if none, by the members of the company, and the same proceedings may be had with respect to its property and assets as apply to the dissolution of a limited-liability company. Any person interested may institute proceedings at any time after a forfeiture has been declared, but if the secretary of state reinstates the charter the proceedings must be dismissed and all property restored to the company.

5. If the assets are distributed they must be applied in the following manner:
(a) To the payment of the filing fee, penalties and costs due to the state; and
(b) To the payment of the creditors of the company.

Any balance remaining must be distributed among the members as provided in subsection 1 of NRS 86.521. (added to NRS by 1993, 1011; A 1995, 1130)

NRS 86.276 Defaulting companies: Procedure and conditions 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 its right to transact business under the provisions of this chapter and restore to the company its right to carry on business in this state, and to exercise its privileges and immunities, if it:

(a) Files with the secretary of state the list required by NRS 86.263; and
(b) Pays to the secretary of state:
(1) The annual filing fee and penalty set forth in NRS 86.263 and 86.272 for each year or portion thereof during which its charter has been revoked; and
(2) A fee of $50 for reinstatement.

2. When the secretary of state reinstates the limited-liability company, he shall:
(a) Immediately issue and deliver to the company a certificate of reinstatement authorizing it to transact business as if the filing fee had been paid when due; and
(b) Upon demand, issue to the company one or more certified copies of the certificate of reinstatement.

3. The secretary of state shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the charter occurred only by reason of failure to pay the fees and penalties.

4. If a company's charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated. (added to NRS by 1993, 1011; A 1995, 1130; 1997, 2814)

NRS 86.278 Defaulting companies: Reinstatement under old or new name.

1. Except as otherwise provided in subsection 2, if a limited- liability company applies to reinstate its charter but its name has been legally acquired or reserved by another limited-liability company or other artificial person organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose name is on file and in good standing with the secretary of state, the company shall submit in writing to the secretary of state some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file and in good standing, the secretary of state shall issue to the applying limited-liability company a certificate of reinstatement under that new name.

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

3. For the purposes of this section, a proposed name is not distinguished from a name used or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name or any combination of those. (added to NRS by 1993, 1012; A 1997, 2814)

NRS 86.281 General powers. A limited-liability company organized and existing under this chapter may:

1. Sue and be sued, complain and defend, in its name;

2. Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated;

3. Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;

4. Lend money to and otherwise assist its members;

5. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares, member's interests or other interests in or obligations of domestic or foreign limited-liability companies, domestic or foreign corporations, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;

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

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

8. Conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country;

9. Appoint managers and agents, define their duties and fix their compensation;

10. Cease its activities and surrender its articles of organization;

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

12. Hold a license issued pursuant to the provisions of chapter 463 of NRS. (added to NRS by 1991, 1297; A 1993, 2011; 1997, 718)

NRS 86.286 Operating agreement. 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 written consent of the members, and the operating agreement must be in writing. Unless otherwise provided in the operating agreement, amendments to the agreement may be adopted only by the unanimous vote or unanimous written consent of the persons who are members at the time of amendment. (added to NRS by 1995, 2106; A 1997, 718)

NRS 86.291 Management. Except as otherwise provided in this section, the articles of organization or the operating agreement, management of a limited-liability company is vested in its members in proportion to their contribution to its capital, as adjusted from time to time to reflect properly any additional contributions or withdrawals by the members. If provision is made in the articles of organization, management of the company may be vested in a manager or managers, who may but need not be members, in the manner prescribed by the operating agreement of the company. The manager or managers also hold the offices and have the responsibilities accorded to them by the members and set out in the operating agreement. (added to NRS by 1991, 1300; A 1993, 1017; 1995, 1131; 1997, 719)

NRS 86.301 Limitation on authority to contract debt or incur liability. Except as otherwise provided in this chapter or in its articles of organization, no debt may be contracted or liability incurred by or on behalf of a limited-liability company, except by one or more of its managers if management of the limited-liability company has been vested by the members in a manager or managers or, if management of the limited- liability company is retained by the members, then as provided in the articles of organization. (added to NRS by 1991, 1300; A 1997, 719)

NRS 86.311 Acquisition, ownership and disposition of property. Real and personal property owned or purchased by a limited-liability company must be held and owned, and conveyance made, in the name of the company. Except as otherwise provided in the articles of organization, instruments and documents providing for the acquisition, mortgage or disposition of property of the company are valid and binding upon the company if executed by one or more managers of a company which has a manager or managers or as provided by the articles of organization of a company in which management has been retained by the members. (added to NRS by 1991, 1300; A 1997, 719)

NRS 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 obligation to contribute cash or property or to perform services. (added to NRS by 1991, 1300; A 1997, 719)

NRS 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 of organization or the operating agreement, a member may not resign or withdraw as a member from a limited-liability company before the dissolution and winding up of the company.

2. If a member has a right to resign or withdraw, the amount that a resigning or withdrawing member is entitled to receive from the company for his interest must be determined pursuant to the provisions of this chapter, chapter 463 of NRS, the articles of organization or the operating agreement. If not otherwise provided therein, a resigning or withdrawing member is entitled to receive, within a reasonable time after resignation or withdrawal, the fair market value of his interest on the date of resignation or withdrawal. (added to NRS by 1991, 1301; A 1993, 2012; 1995, 2111; 1997, 719)

NRS CROSS REFERENCES.
Gaming, NRS ch. 463

NRS 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, the articles of organization or the operating agreement:

1. If the resignation or withdrawal of a member violates the operating agreement:
(a) The amount payable to the member who has resigned or withdrawn is the fair market value of his interest reduced by the amount of all damages sustained by the company or its other members as a result of the violation; and
(b) The company may defer the payment for so long as necessary to prevent unreasonable hardship to the company.

2. Except as otherwise provided in chapter 463 of NRS, the articles of organization or the operating agreement, a member who resigns or withdraws ceases to be a member, has no voting rights and has no right to participate in the management of the company, even if under this section a payment due him from the company is deferred. (added to NRS by 1997, 714)

NRS 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 appear, upon the basis stipulated in the operating agreement. If the operating agreement does not otherwise provide, profits and losses must be allocated proportionately to the value, as shown in the records of the company, of the contributions made by each member and not returned. (added to NRS by 1991, 1301; A 1997, 720)

NRS 86.343 Prohibition on distribution of profits.

1. A distribution of the profits of a limited-liability company must not be made if, after giving it effect: (a) The company would not be able to pay its debts as they become due in the usual course of business; or (b) Except as otherwise specifically permitted by the articles of organization, the total assets of the company would be less than the sum of its total liabilities.

2. The manager or, if management of the company is not vested in a manager or managers, the members may base a determination that a distribution is not prohibited under this section on:
(a) Financial statements prepared on the basis of accounting practices that are reasonable in the circumstances; (b) A fair valuation, including unrealized appreciation and depreciation; or
(c) Any other method that is reasonable in the circumstances.

3. The effect of a distribution under this section must be measured:
(a) In the case of a distribution by purchase, redemption or other acquisition by the company of member's interests, as of the earlier of:
(1) The date on which money or other property is transferred or debt incurred by the company; or
(2) The date on which the member ceases to be a member with respect to his acquired interest.
(b) In the case of any other distribution of indebtedness, as of the date on which the indebtedness is distributed. (c) In all other cases, as of:
(1) The date on which the distribution is authorized if the payment occurs within 120 days after the date of authorization; or
(2) The date on which the payment is made if it occurs more than 120 days after the date of authorization.

4. Indebtedness of the company, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under this section if its terms provide that payment of principal and interest are to be made only if and to the extent that payment of a distribution to the members could then be made pursuant to this section. If the indebtedness is issued as a distribution, each payment of principal or interest must be treated as a distribution, the effect of which must be measured as of the date of payment. (added to NRS by 1997, 713)

NRS 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 the nature of his predecessor's contributions, has no right to demand or receive any distribution from a limited-liability company in any form other than cash.

2. Except as otherwise provided in NRS 86.391 and 86.521, and unless otherwise provided in the operating agreement, at the time a member or transferee becomes entitled to receive a distribution he has the status of and is entitled to all remedies available to a creditor of the company with respect to the distribution.
(added to NRS by 1995, 2106; A 1997, 720)

NRS 86.351 Transfer or assignment 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 operating agreement may prohibit or regulate the transfer of a member's interest. Unless otherwise provided in the articles or agreement, a transferee of a member's interest has no right to participate in the management of the business and affairs of the company or to become a member unless a majority in interest of the other members approve the transfer. If so approved, the transferee becomes a substituted member. The transferee is only entitled to receive the share of profits or other compensation by way of income, and the return of contributions, to which his transferor would otherwise be entitled.

2. A substituted member has all the rights and powers and is subject to all the restrictions and liabilities of his transferor, except that the substitution of the transferee does not release the transferor from any liability to the company.
(added to NRS by 1991, 1302; A 1995, 2112; 1997, 720)

LIABILITY, INDEMNIFICATION AND INSURANCE

NRS 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 for all debts and liabilities of the company. (added to NRS by 1991, 1304)

NRS 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 charged, no member or manager of any limited-liability company formed under the laws of this state is individually liable for the debts or liabilities of the company. (added to NRS by 1991, 1300; A 1995, 2112)

NRS 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 the company, except where the object is to enforce the member's right against or liability to the company. (added to NRS by 1991, 1304)

NRS 86.391 Liability to company of member or contributor to capital.

1. A member is liable to a limited-liability company: (a) For a difference between his contributions to capital as actually made and as stated in the articles of organization or operating agreement as having been made; and (b) For any unpaid contribution to capital which he agreed in the articles of organization or operating agreement to make in the future at the time and on the conditions stated in the articles of organization or operating agreement.

2. A member holds as trustee for the company: (a) Specific property stated in the articles of organization or operating agreement as contributed by him, but which was not contributed or which has been wrongfully or erroneously returned; and (b) Money or other property wrongfully paid or conveyed to him on account of his contribution or the contribution of a predecessor with respect to his member's interest.

3. The liabilities of a member as set out in this section can be waived or compromised only by the consent of all of the members, but a waiver or compromise does not affect the right of a creditor of the company to enforce the liabilities if he extended credit or his claim arose before the effective date of an amendment of the articles of organization or operating agreement effecting the waiver or compromise.

4. When a contributor has rightfully received the return in whole or in part of his contribution to capital, the contributor is liable to the company for any sum, not in excess of the return with interest, necessary to discharge its liability to all of its creditors who extended credit or whose claims arose before the return. (added to NRS by 1991, 1301; A 1997, 721)

NRS 86.401 Rights of judgment creditor of member. On application to a court of competent jurisdiction by a judgment creditor of a member, the court may charge the member's interest with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the member's interest. This section does not deprive any member of the benefit of any exemption applicable to his interest. (added to NRS by 1991, 1302)

NRS 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 made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the limited-liability company, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (added to NRS by 1991, 1297; A 1997, 721)

NRS 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 party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. (added to NRS by 1991, 1298; A 1997, 722)

NRS 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 merits or otherwise in defense of any action, suit or proceeding described in NRS 86.411 and 86.421, or in defense of any claim, issue or matter therein, the company shall indemnify him against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense.

2. Any indemnification under NRS 86.411 and 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the limited- liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances. The determination must be made:
(a) By the members or managers as provided in the articles of organization or the operating agreement;
(b) If there is no provision in the articles of organization or the operating agreement, by a majority in interest of the members who are not parties to the action, suit or proceeding;
(c) If a majority in interest of the members who are not parties to the action, suit or proceeding so order, by independent legal counsel in a written opinion; or
(d) If members who are not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. (added to NRS by 1991, 1298; A 1993, 1017; 1997, 722)

NRS 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 members and managers incurred in defending a civil or criminal action, suit or proceeding must be paid by the company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the company. The provisions of this section do not affect any rights to advancement of expenses to which personnel of the company other than managers or members may be entitled under any contract or otherwise by law. (added to NRS by 1991, 1299; A 1997, 723)

NRS 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 pursuant to NRS 86.411 to 86.441, inclusive:

1. Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of organization or any operating agreement, vote of members or disinterested managers, if any, or otherwise, for an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 86.421 or for the advancement of expenses made pursuant to NRS 86.441, may not be made to or on behalf of any member or manager if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

2. Continues for a person who has ceased to be a member, manager, employee or agent and inures to the benefit of his heirs, executors and administrators. (added to NRS by 1991, 1299; A 1997, 723)

NRS 86.461 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 on behalf of any person who is or was a member, manager, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another corporation, limited-liability company, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a manager, member, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

2. The other financial arrangements made by the company pursuant to subsection 1 may include:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the company.
(d) The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court. 3. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the company or any other person approved by the managers, if any, or by the members, if no managers exist, even if all or part of the other person's member's interest in the company is owned by the company. (added to NRS by 1991, 1299)

NRS 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 to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to NRS 86.461 and the choice of the person to provide the insurance or other financial arrangement is conclusive; and

2. The insurance or other financial arrangement:
(a) Is not void or voidable; and
(b) Does not subject any manager or member approving it to personal liability for his action, even if a manager or member approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement. (added to NRS by 1991, 1300)

NRS 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 NRS 86.461 is not subject to the provisions of Title 57 of NRS. (added to NRS by 1991, 1300)

NRS CROSS REFERENCES.
Nevada Insurance Code, NRS Title 57

DISSOLUTION

NRS 86.491 Events requiring dissolution and winding up of affairs. A limited-liability company organized under this chapter must be dissolved and its affairs wound up:

1. At the time, if any, specified in the articles of organization;

2. Upon the occurrence of an event specified in an operating agreement; or

3. By the unanimous written agreement of all members. (added to NRS by 1991, 1302; A 1995, 2112; 1997, 723)

NRS 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 cause of action available to or against it or its managers or members arising before its dissolution and commenced within 2 years after the date of the dissolution. A dissolved company continues as a company for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or nature by or against it and of enabling it gradually to settle and close its business, to collect and discharge its obligations, to dispose of and convey its property, and to distribute its assets, but not for the purpose of continuing the business for which it was established. (added to NRS by 1995, 2106; A 1997, 724)

NRS 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 creditors, including members who are creditors, in the order of priority as provided and to the extent otherwise permitted by law, except those to members of the limited-liability company on account of their contributions;
(b) Those to members of the limited-liability company in respect of their share of the profits and other compensation by way of income on their contributions; and
(c) Those to members of the limited-liability company in respect of their contributions to capital.

2. Subject to any statement in the operating agreement, members share in the company's assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims. (added to NRS by 1991, 1303; A 1995, 2113)

NRS 86.531 Articles of dissolution: Preparation and contents; execution.

1. When all debts, liabilities and obligations have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets have been distributed to the members, articles of dissolution must be prepared, signed and acknowledged, setting forth:
(a) The name of the limited-liability company;
(b) That all debts, obligations and liabilities have been paid and discharged or that adequate provision has been made therefor;
(c) That all the remaining property and assets have been distributed among its members in accordance with their respective rights and interests; and
(d) That there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit.

2. The articles must be signed by a manager, or if there is no manager by a member, of the company. (added to NRS by 1991, 1303; A 1995, 2113)

NRS 86.541 Articles of dissolution: Filing; duties of secretary of state; effect of filing.

1. The signed and acknowledged articles of dissolution must be filed with the secretary of state. Unless the secretary of state finds that the articles of dissolution do not conform to law, he shall when all fees and license taxes prescribed by law have been paid issue a certificate that the limited-liability company is dissolved.

2. Upon the filing of the articles of dissolution the existence of the company ceases, except for the purpose of suits, other proceedings and appropriate action as provided in this chapter. The manager or managers in office at the time of dissolution, or the survivors of them, are thereafter trustees for the members and creditors of the dissolved company and as such have authority to distribute any property of the company discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the dissolved company.

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

MISCELLANEOUS PROVISIONS

NRS 86.551 Registration of foreign limited-liability company. A foreign limited-liability company may register with the secretary of state by complying with the provisions of NRS 88.570 to 88.605, inclusive, which provide for registration of foreign limited partnerships, except that:

1. The provisions of subsection 7 of NRS 88.575 do not apply; and

2. Cancellation is accomplished by filing articles of dissolution signed by all managers, if any, or by all members, if there are no managers. (added to NRS by 1991, 1305)

NRS 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 occupation or profession pursuant to Title 54, 55 or 56 of NRS may grant a license to a limited-liability company or a foreign limited-liability company if the agency, board or commission is authorized to grant a license to a corporation formed pursuant to chapter 78 of NRS.

2. An agency, board or commission that makes a license available to a limited-liability company or foreign limited-liability company pursuant to subsection 1 shall adopt regulations:
(a) Listing the persons in the limited-liability company or foreign limited-liability company who must qualify for the license or indicating that the agency, board or commission will use other means to determine whether the limited-liability company or foreign limited-liability company qualifies for a license;
(b) Listing the persons who may engage in the activity for which the license is required on behalf of the limited- liability company or foreign limited-liability company;
(c) Indicating whether the limited-liability company or foreign limited-liability company may engage in a business other than the business for which the license is required;
(d) Listing the changes, if any, in the management or control of the limited-liability company or foreign limited-liability company that require notice, review, approval or other action by the agency, board or commission; and
(e) Setting forth the conditions under which a limited-liability company or foreign limited-liability company may obtain a license.

3. An agency, board or commission that adopts regulations pursuant to subsection 2 shall not impose a restriction or requirement on a limited- liability company or foreign limited-liability company which is significantly different from or more burdensome than the restrictions or requirements imposed on a partnership or corporation. (added to NRS by 1997, 714)

NRS 86.561 Secretary of state: 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, $125;
(b) Amending or restating the articles of organization, or amending the registration of a foreign company, $75;
(c) Filing the articles of dissolution of a domestic or foreign company, $30;
(d) Filing a statement of change of address of a records or registered office, or change of the resident agent, $15;
(e) Certifying articles of organization or an amendment to the articles, in both cases where a copy is provided, $10;
(f) Certifying an authorized printed copy of this chapter, $10;
(g) Reserving a name for a limited-liability company, $20;
(h) Executing, filing or certifying any other document, $20; and
(i) Copies made at the office of the secretary of state, $1 per page.

2. The secretary of state shall charge and collect at the time of any service of process on him as agent for service of process of a limited- liability company, $10 which may be recovered as taxable costs by the party to the action causing the service to be made if the party prevails in the action.

3. Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter. (added to NRS by 1991, 1305; A 1993, 1017; 1995, 1131)

NRS 86.563 Secretary of state: Procedure to submit replacement page before filing of document. An organizer, manager or managing member of a limited-liability company may authorize the secretary of state in writing to replace any page of a document submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the organizer, manager or managing member to the secretary of state permits, but does not require, the secretary of state to alter the original document as requested. (added to NRS by 1997, 2812)

NRS 86.566 Secretary of state: Filing of documents written in language other than English. No document which is written in a language other than English may be filed or submitted for filing in the office of the secretary of state pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that document into the English language. (added to NRS by 1995, 1126)

NRS 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 be given to a member or to a manager of the company, if it has a manager or managers, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated in it, is equivalent to the giving of notice. (added to NRS by 1991, 1304)
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produced by the Library from material supplied by the State of Nevada, Carson City NV.

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