Title 7

NRS 86.055 “In interest” defined. “In interest,” when used in reference to a stated proportion and: 1. In reference to a limited-liability company, means such proportion of the total contributions of the members to the capital of the limited-liability company, as adjusted from ti…

NRS 86.061 “Limited-liability company” and “company” defined. “Limited-liability company” or “company” means a limited-liability company organized by filing articles of organization with the Secretary of State and existing under this chapter, including a restricted limited-liabil…

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 a member’s interest in a limited-liability company or a noneconomic member. (Added to NRS by 1991, 1293; A 1997, 715; 2001, 1388, 3199)

NRS 86.091 “Member’s interest” defined. “Member’s interest” means a 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 86.095 “Noneconomic member” defined. 1. “Noneconomic member” means a member of a limited-liability company who: (a) Does not own a member’s interest in the company; (b) Does not have an obligation to contribute capital to the company; (c) Does not have a right to participate …

NRS 86.101 “Operating agreement” defined. “Operating agreement” means any valid agreement of the members as to the affairs of a limited-liability company and the conduct of its business, whether in any tangible or electronic format. (Added to NRS by 1991, 1293; A 2011, 779)

NRS 86.105 “Personal representative” defined. “Personal representative” means: 1. In reference to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof. 2. In reference to a person other than a natural person, the legal represe…

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 86.118 “Registered agent” defined. “Registered agent” has the meaning ascribed to it in NRS 77.230. (Added to NRS by 2007, 2669)

NRS 86.121 “Registered office” defined. “Registered office” of a limited-liability company means the office maintained at the street address of its registered agent. (Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126; 2007, 2669)

NRS 86.1252 “Restricted limited-liability company” defined. “Restricted limited-liability company” means a limited-liability company organized and existing under this chapter that elects to include the optional provisions permitted by NRS 86.161. (Added to NRS by 2009, 1691)

NRS 86.1255 “Series” and “series of members” defined. “Series” and “series of members” are synonymous terms and, unless the context otherwise requires, means a limited-liability company whose creation has been authorized pursuant to subsection 2 of NRS 86.296 by a limited-liabili…

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-liab…

NRS 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. A limited-liability company created pursuant to the provisions of this chapter or ava…

NRS 86.137 Secretary of State authorized to adopt certain regulations to allow limited-liability company to carry out powers and duties through most recent technology. The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, …

NRS 86.138 Company records: Manner of storage; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records. 1. Except as otherwise required by federal or state law, any records maintained by a limited-liability company in it…

NRS 86.141 Purpose for organization; prohibition against organization of limited-liability company for certain illegal purposes. 1. Except as otherwise provided in subsection 2, a limited-liability company may be organized under this chapter for any lawful purpose. A person shall…

NRS 86.151 Filing requirements. 1. One or more persons may form a limited-liability company by signing and filing with the Secretary of State articles of organization for the company. 2. Upon the filing of the articles of organization with the Secretary of State and the payment o…

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: Required and optional provisions. 1. The articles of organization must set forth: (a) The name of the limited-liability company; (b) The information required pursuant to NRS 77.310; (c) The name and address, either residence or business, of ea…

NRS 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 of this chapter must contain the words “Limited-Lia…

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, …

NRS 86.201 Commencement of organizational existence. 1. A limited-liability company is considered legally organized pursuant to this chapter: (a) At the time of the filing of the articles of organization with the Secretary of State; and (b) Upon paying the required filing fees to…

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 set forth th…

NRS 86.213 Penalty for purporting to do business as limited-liability company without filing articles of organization; enforcement; regulations. 1. Every person, other than a foreign limited-liability company, who is purporting to do business in this State as a limited-liability …

NRS 86.216 Amendment of articles of organization before issuance of member’s interest. 1. For any limited-liability company where management is vested in one or more managers and where no member’s interest in the limited-liability company has been issued, at least two-thirds of t…

NRS 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 all of the members or permitted by the articles or an operating agreement. …

NRS 86.226 Filing and effectiveness of certificate of amendment or judicial decree of amendment. 1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State. A person who signs a certificate as an agent, o…

NRS 86.231 Registered agent required; address of registered office. A limited-liability company shall have a registered agent who must have a street address for the service of process. The street address of the registered agent is the registered office of the limited-liability co…

NRS 86.236 Registered agent of series; service of process, notice or demand upon series. 1. If the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the company shall be deemed to be the registered a…

NRS 86.241 Maintenance of records at principal office in State or with custodian of records; right of members and managers to obtain or examine records. 1. Each limited-liability company shall continuously keep at its principal office in this State or with its custodian of record…

NRS 86.243 Denial of right to obtain or examine records; action to enforce right to obtain or examine records; defense to action for penalties or damages; authority of court to compel production of records. 1. The rights authorized by NRS 86.241 may be denied to a member or manag…

NRS 86.246 Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers; requirement to assist in criminal investigation; failure to comply; regulations. 1. Upon the request of the Secretary of State, a limited-liability c…

NRS 86.251 Resignation of registered agent or termination of registration of commercial registered agent. 1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.33…

NRS 86.261 Service of process, notice or demand upon registered agent. 1. The registered 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. …

NRS 86.263 Filing requirements; fees; notice; regulations. 1. A limited-liability company shall, at the time of the filing of its articles of organization with the Secretary of State, or, if the limited-liability company has selected an alternative due date pursuant to subsection…

NRS 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 set forth in subsection 2 must submit: (a) The statement required…

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

NRS 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 and member listed thereon, set forth the address, either residence or business, of each manager or mem…

NRS 86.272 Defaulting companies: Identification; reinstatement; 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 neglects to do so within the time provided is in default. 2. Upon…

NRS 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 registered agent, each limited-liability company deemed in default pursuant to the provisions of this chap…

NRS 86.276 Defaulting companies: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 and NRS 86.246, the Secretary of State shall reinstate any limited-liability company which has forfeited or which forfeits its right to transact bus…

NRS 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 has been legally acquired or reserved by any other artificial person fo…

NRS 86.279 “Distribution” defined. As used in NRS 86.279 to 86.351, inclusive, unless the context otherwise requires, “distribution” means a direct or indirect transfer of money or property, other than its own member’s interests, or the incurrence of indebtedness, by a limited-li…

NRS 86.281 General powers. A limited-liability company organized and existing pursuant to this chapter, or any series thereof, may exercise the powers and privileges granted by this chapter and may: 1. Sue and be sued, complain and defend, in its name; 2. Purchase, take, receive,…