Title 7

NRS 77.050 “Domestic entity” defined. “Domestic entity” means an entity whose internal affairs are governed by the law of this State. (Added to NRS by 2007, 2630)

NRS 77.060 “Entity” defined. “Entity” means a person that has a separate legal existence or has the power to acquire an interest in real property in its own name. The term does not include: 1. Any individual other than a nonresident guardian; 2. A testamentary, inter vivos or cha…

NRS 77.070 “Filing entity” defined. “Filing entity” means an entity that is created by the filing of a public organic document. (Added to NRS by 2007, 2631)

NRS 77.080 “Foreign entity” defined. “Foreign entity” means an entity other than a domestic entity. (Added to NRS by 2007, 2631)

NRS 77.090 “Foreign qualification document” defined. “Foreign qualification document” means an application for a certificate of authority or other foreign qualification filing with the Secretary of State by a foreign entity. (Added to NRS by 2007, 2631)

NRS 77.100 “Governor” defined. “Governor” means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. (Added to NRS by 20…

NRS 77.110 “Interest” defined. 1. “Interest” means: (a) A governance interest in an unincorporated entity; (b) A transferable interest in an unincorporated entity; or (c) A share or membership in a corporation. 2. As used in this section: (a) “Governance interest” means the right…

NRS 77.120 “Interest holder” defined. “Interest holder” means a direct holder of an interest. (Added to NRS by 2007, 2631)

NRS 77.130 “Jurisdiction of organization” defined. “Jurisdiction of organization,” with respect to an entity, means the jurisdiction whose law includes the organic law of the entity. (Added to NRS by 2007, 2631)

NRS 77.140 “Noncommercial registered agent” defined. “Noncommercial registered agent” means a person that is not registered as a commercial registered agent under NRS 77.320 and that is: 1. An individual or a domestic or foreign entity that serves in this State as the agent for s…

NRS 77.150 “Nonqualified foreign entity” defined. “Nonqualified foreign entity” means a foreign entity that is not authorized to transact business in this State pursuant to a filing with the Secretary of State. (Added to NRS by 2007, 2631)

NRS 77.155 “Nonresident guardian” defined. “Nonresident guardian” means a person who is not a resident of this State and who is appointed as guardian for a protected person pursuant to NRS 159.0613. As used in this section, “guardian” has the meaning ascribed to it in NRS 159.017…

NRS 77.160 “Nonresident LLP statement” defined. “Nonresident LLP statement” means: 1. A certificate of registration of a domestic registered limited-liability partnership that does not have an office in this State; or 2. The foreign qualification filing of a foreign registered li…

NRS 77.170 “Organic law” defined. “Organic law” means the statutes, if any, other than this chapter, governing the internal affairs of an entity. (Added to NRS by 2007, 2631)

NRS 77.180 “Organic rules” defined. “Organic rules” means the public organic document and private organic rules of an entity. As used in this section, “private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding o…

NRS 77.190 “Person” defined. “Person” means an individual, corporation, estate, trust, partnership, limited-liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any othe…

NRS 77.200 “Public organic document” defined. “Public organic document” means the public record the filing of which creates an entity, and any amendment to or restatement of that record. (Added to NRS by 2007, 2632)

NRS 77.210 “Qualified foreign entity” defined. “Qualified foreign entity” means a foreign entity that is authorized to transact business in this State pursuant to a filing with the Secretary of State. (Added to NRS by 2007, 2632)

NRS 77.230 “Registered agent” defined. “Registered agent” means a commercial registered agent or a noncommercial registered agent. (Added to NRS by 2007, 2632)

NRS 77.240 “Registered agent filing” defined. “Registered agent filing” means: 1. The public organic document of a domestic filing entity; 2. A nonresident LLP statement; 3. A foreign qualification document; 4. An appointment of agent; or 5. Any other filing with the Secretary of…

NRS 77.250 “Represented entity” defined. “Represented entity” means: 1. A domestic filing entity; 2. A domestic or qualified foreign limited-liability partnership that does not have an office in this State; 3. A qualified foreign entity; 4. A domestic or foreign unincorporated no…

NRS 77.270 “Type” defined. “Type,” with respect to an entity, means a generic form of entity: 1. Recognized at common law; or 2. Organized under an organic law, whether or not some entities organized under that organic law are subject to provisions of that law that create differe…

NRS 77.280 Fees. 1. The Secretary of State shall collect the following fees when a filing is made under this chapter: (a) For a statement of change, $60. (b) For a statement of resignation, $100 for the first entity listed on the statement of resignation and $1 for each additiona…

NRS 77.290 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 the Secretary of State. 2. The Secretary of State may refuse to file a record which does not comply with sub…

NRS 77.300 Addresses in filings. Whenever a provision of this chapter requires that a filing state an address, the filing must state: 1. An actual street address or rural route box number in this State; and 2. A mailing address in this State, if different from the address under s…

NRS 77.305 Registration of individual or corporation willing to serve as registered agent for corporation, limited-liability company or limited partnership. 1. Any individual residing or corporation located in this State may register for that calendar year a willingness to serve …

NRS 77.310 Appointment of registered agent. 1. A registered agent filing must state: (a) The name of the represented entity’s commercial registered agent; or (b) If the entity does not have a commercial registered agent: (1) The name and address of the entity’s noncommercial regi…

NRS 77.320 Registration of commercial registered agent. 1. An individual or a domestic or foreign entity shall not serve as the registered agent in this State of 10 or more domestic or foreign entities unless the individual or domestic or foreign entity is registered as a commerc…

NRS 77.330 Termination of registration of commercial registered agent. 1. A commercial registered agent which serves as the registered agent in this State for less than 10 entities or which ceases to serve as a registered agent in this State may terminate its registration as a co…

NRS 77.340 Change of registered agent by entity. 1. A represented entity may change the information currently on file pursuant to NRS 77.310 by filing with the Secretary of State a statement of change signed on behalf of the entity which states: (a) The name of the entity; and (b…

NRS 77.350 Change of name or address by noncommercial registered agent. 1. If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to NRS 77.310, the agent shall file with the Secretary of State, wit…

NRS 77.360 Change of name, address, type or jurisdiction of organization by commercial registered agent. 1. If a commercial registered agent changes its name, its address as currently registered under subsection 2 of NRS 77.320 or its type or jurisdiction of organization, the age…

NRS 77.370 Resignation of registered agent. 1. A registered agent may resign at any time with respect to a represented entity by filing with the Secretary of State a statement of resignation signed by or on behalf of the agent which states: (a) The name of the entity; (b) The nam…

NRS 77.380 Appointment of agent by nonfiling entity or nonqualified foreign entity. 1. A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of th…

NRS 77.385 Cancellation of filings. If an entity has made a filing with the Secretary of State pursuant to this chapter and the Secretary of State has not processed the filing and placed the filing into the public record, the entity may cancel the filing by: 1. Filing a statement…

NRS 77.390 Service of process on entities. A registered agent is an agent of the represented entity authorized to receive service of any process, notice or demand required or permitted by law to be served on the entity. (Added to NRS by 2007, 2637)

NRS 77.400 Duties of registered agent. The only duties under this chapter required of a registered agent who has complied with this chapter are: 1. To receive and forward to the represented entity at the address most recently supplied to the agent by the entity any process, notic…

NRS 77.410 Registered agent required to verify licensure of entity under certain circumstances. 1. If a registered agent knows or reasonably should know that the entity for which he or she is the registered agent engages in any business activity that is regulated pursuant to chap…

NRS 77.420 Failure of entity to comply with chapter 604A or 675 of NRS; requirements of registered agent; fine. 1. If the Commissioner of Financial Institutions determines, after investigation, that a represented entity of a registered agent has failed to comply with the provisio…

NRS 77.430 Regulations; registered agent may be enjoined from serving under certain circumstances. 1. The Secretary of State may adopt such regulations as he or she deems necessary to carry out and ensure compliance with the provisions of this chapter and any other provision of l…

NRS 77.440 Jurisdiction and venue. The appointment or maintenance in this State of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this State. The address of the agent does not determine venue in an action or proceed…

NRS 77.443 Examination of records by Secretary of State. The Secretary of State may conduct periodic, special or any other examinations of any records required to be maintained pursuant to this chapter or any other provision of NRS pertaining to the duties of a registered agent a…

NRS 77.447 Penalties; notice of alleged violation; opportunity to correct alleged violation. 1. A person who violates a provision of this chapter is subject to a civil penalty of not more than $500 per violation and not more than $10,000 in the aggregate, to be recovered in a civ…

NRS 77.450 Consistency of application. In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it. (Added to NRS by 2007, 2638)

NRS 77.460 Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but does not modify, limit or supersede Section 101(c) …