Title 7

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) …

NRS 78.010 Definitions; construction. 1. As used in this chapter: (a) “Approval” and “vote” as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent. (b) “Articles…

NRS 78.012 Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations. The Legislature hereby finds and declares that: 1. It is important…

NRS 78.015 Applicability of chapter; effect on corporations existing before April 1, 1925. 1. The provisions of this chapter apply to: (a) Corporations organized in this State on or after October 1, 1991, except: (1) Where the provisions of chapters 80, 84 and 89 of NRS are incon…

NRS 78.020 Limitations on incorporation under chapter; compliance with other laws. 1. Trust companies, insurance companies, mutual fire insurance companies, surety companies, express companies and railroad companies may be formed under this chapter, but such a corporation may not…

NRS 78.025 Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter. This chapter may be amended or repealed at the pleasure of the Legislature, and every corporation created under this chapter, or availing itself of any of the provisions of this …

NRS 78.026 Form required for filing of records. 1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State. 2. The Secretary of State may refuse to file a record which does not comply with sub…

NRS 78.027 Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State with respect to a corporation pursuant to this chapter and may return the original record to the corporatio…

NRS 78.028 Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a v…

NRS 78.0285 Secretary of State authorized to adopt certain regulations to allow corporation 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, the terms “me…

NRS 78.029 Procedure to submit replacement page to Secretary of State before actual filing of record. Before the issuance of stock an incorporator, and after the issuance of stock an officer, of a corporation may authorize the Secretary of State in writing to replace any page of …

NRS 78.0295 Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings. 1. A corporation may correct a record filed in the Office of the Secretary of State with respect to the corporation if the record contains an inaccurate descriptio…

NRS 78.0296 Ratification or validation of noncompliant corporate acts. 1. Except to the extent expressly prohibited in the articles of incorporation or an amendment thereto, in each case filed and effective on or after October 1, 2015, any corporate act not in compliance, or purp…

NRS 78.0297 Corporate records: Manner of storage; conversion of records into clear and legible paper form; admissibility in evidence of records. 1. Except as otherwise required by federal or state law, any records maintained by a corporation in its regular course of business, inc…