Title 7

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,…

NRS 86.286 Operating agreement. 1. 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, which may be in any tangible or electronic forma…

NRS 86.291 Management. 1. Except as otherwise provided in this section or in the articles of organization or operating agreement, management of a limited-liability company is vested in its members proportionally in interest thereof. 2. Unless otherwise provided in the articles of…

NRS 86.293 Noneconomic members. The articles of organization or operating agreement of a limited-liability company may provide for one or more noneconomic members or classes of noneconomic members. (Added to NRS by 2001, 1387; A 2001, 3199)

NRS 86.296 Classes of members or managers; series of members. 1. The articles of organization or operating agreement of a limited-liability company may create classes of members or managers, define their relative rights, powers and duties, and may authorize the creation, in the m…

NRS 86.298 Duties of manager or managing member. The duties of a manager or managing member of a limited-liability company to the limited-liability company, to any series of the limited-liability company, to any member or to another person that is a party to or otherwise bound by…

NRS 86.301 Limitation on authority to contract debt or incur liability. Except as otherwise provided in this chapter, the articles of organization or the operating agreement, no debt may be contracted or liability incurred by or on behalf of a limited-liability company or any ser…

NRS 86.311 Acquisition, ownership and disposition of property by company and series. 1. Except as otherwise provided in subsection 2, real and personal property owned or purchased by a company must be held and owned, and conveyance made, in the name of the company. Except as othe…

NRS 86.321 Contributions to capital: Form. For purposes of this chapter, a contribution to capital of a member to a limited-liability company or series may consist of tangible or intangible property or any other benefit to the limited-liability company or series, including, witho…

NRS 86.326 Admission of members; member has no preemptive right to acquire certain interests; exception. 1. A person is admitted as an initial member of a limited-liability company: (a) If the company is a limited-liability company managed by its members, upon the filing of the a…

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 with…

NRS 86.335 Resignation or withdrawal of member in violation of operating agreement; loss of right 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 re…

NRS 86.341 Distributions: Generally. A limited-liability company may, from time to time, make distributions as provided in the articles of organization or operating agreement. If the articles of organization or operating agreement do not otherwise provide, the distributions must …

NRS 86.343 Distributions: Prohibition; applicable determinations; liability of member for violation. 1. Except as otherwise provided in subsection 2, a distribution from a limited-liability company must not be made if, after giving it effect: (a) The company would not be able to …

NRS 86.345 Distributions: Limitations applicable to restricted limited-liability companies. 1. If a limited-liability company has elected in its articles of organization to be a restricted limited-liability company pursuant to NRS 86.161, subject to the provisions of NRS 86.343, …

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 the member’s contributions, or a transferee, regardless of the nature of the contributions of the transferee’s predecesso…

NRS 86.351 Nature and transfer 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 membe…

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 t…

NRS 86.376 Liability of person who acts as alter ego of company for debts or liabilities of company. 1. Except as otherwise specifically provided by statute or agreement, no person other than the limited-liability company is individually liable for a debt or liability of the limi…

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 t…

NRS 86.391 Liability of member to company. 1. A member is liable to a limited-liability company: (a) For a difference between the member’s contributions to capital as actually made and as stated in the articles of organization or operating agreement as having been made; and (b) F…

NRS 86.401 Rights and remedies of creditor of member. 1. On application to a court of competent jurisdiction by any 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 cha…

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, w…

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…

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 …

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 crimi…

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 …