Title 7

NRS 86.5423 Substitution of receiver as party; abatement of actions. 1. A receiver, upon application by him or her, shall be substituted as party plaintiff or complainant in the place and stead of the limited-liability company in any suit or proceeding at law or in equity which w…

NRS 86.5424 Sales of encumbered or deteriorating property. Where property of an insolvent limited-liability company is at the time of the appointment of a receiver encumbered with mortgages or other liens, the legality of which is brought in question, or the property is of a char…

NRS 86.5425 Compensation, costs and expenses of receiver. Before distribution of the assets of an insolvent limited-liability company among the creditors or members, the district court shall allow a reasonable compensation to the receiver for his or her services and the costs and…

NRS 86.5426 Distribution of money to creditors and members. After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the limited-liability company to the extent of their lawful priority, the creditors shall be pa…

NRS 86.5427 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 effectual, to all intents and purposes, if performed by a majority of them. 2. The district court m…

NRS 86.5428 Employees’ liens for wages when company insolvent. 1. Whenever any limited-liability company becomes insolvent or is dissolved in any way or for any cause, the employees doing labor or service, of whatever character, in the regular employ of the company, have a lien u…

NRS 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 limited-liability company is organized, govern its organization, internal affairs and th…

NRS 86.544 Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration. 1. Before transacting business in this State, a foreign limited-liability company must register with the Secretary of State. A perso…

NRS 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, the Secretary of State shall issue a certificate of registration to transact busin…

NRS 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 its state of organization, which contains the words required by NRS 86.171 and which could …

NRS 86.5461 Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations. 1. Each foreign limited-liability company doing business in this State shall, at the time of the filing of its application for registration as a foreign limited-liability com…

NRS 86.54615 List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations. 1. A foreign limited-liability company shall maintain at its principal office in this State …

NRS 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 criteria set forth in subsection 2 must submit: (a) The statemen…

NRS 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 the filing, the cancelled check or other proof of payment received by the…

NRS 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 name of each manager or, if there is no manager, each of its managing members listed there…

NRS 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 86.5461 to 86.5468, inclusive, and which refuses or neglects to do s…

NRS 86.5466 Defaulting companies: Duties of Secretary of State. 1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited-liability company deemed in default pursuant to NRS 86.5465. The written notice: (a) Must include a st…

NRS 86.5467 Defaulting companies: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 and NRS 86.54615, the Secretary of State shall reinstate a foreign limited-liability company which has forfeited or which forfeits its right to tra…

NRS 86.5468 Defaulting companies: Reinstatement or revival under old or new name; regulations. 1. Except as otherwise provided in subsection 2, if a foreign limited-liability company applies to reinstate or revive its registration but its name has been legally reserved or acquire…

NRS 86.5469 Cancellation of registration without additional fees and penalties; regulations. 1. The Secretary of State shall authorize a foreign limited-liability company whose right to transact business in this State has been revoked to cancel its registration without paying add…

NRS 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 company or, if management is not vested in a manager, a member of the company…

NRS 86.5475 Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of company. 1. Except as otherwise provided in NRS 86.54615, a foreign limited-liability company which was registered to transact business in this State may, upon complyi…

NRS 86.548 Penalty for transacting business without registration; enforcement; regulations. 1. Every foreign limited-liability company transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of…

NRS 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) Maintaining, defending or settling any proceeding; (b) Holding meetings of t…

NRS 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 party is present in this State, if the solicitation: (a) Originates in this State; or (b) Is directe…

NRS 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 of NRS 86.543 to 86.549, inclusive. (Added to NRS by 2001, 1387…

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 NR…

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

NRS 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) Amending or restating the articles of organization, amending the registration of a foreign company or fili…

NRS 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 manager, of a limited-liability company may authorize the Secretary of Sta…

NRS 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 of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a v…

NRS 86.568 Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings. 1. A limited-liability company may correct a record filed in the Office of the Secretary of State with respect to the limited-liability company if the record contains a…

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…

NRS 86.580 Renewal or revival of charter: Procedure; fee; certificate as evidence. 1. Except as otherwise provided in NRS 86.246, a limited-liability company which did exist or is existing pursuant to the laws of this State may, upon complying with the provisions of NRS 86.276, p…

NRS 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 company and continues to be a limited-liability company for the time stated in th…