Nevada 2017 Regular Session Status: Enacted 1 R cosponsors

AB 123 — Revises provisions governing business organizations. (BDR 7-531)

Last action — Approved by the Governor. Chapter 419.

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This bill has been enacted into law. Introduced February 09, 2017. Enacted.

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Bill Text

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(Reprinted with amendments adopted on May 25, 2017) SECOND REPRINT A.B.
Assembly Bill No.
123 A SSEMBLY B ILLN O.
123–Assemblyman Ellison CHAPTER..........
123–A SSEMBLYMAN E LLISON PREFILED F EBRUARY 9, 2017 ____________ Referred to Committee on Judiciary SUMMARY—Revises provisions governing business organizations.
(BDR 7-531) FISCAL NOTE:
Effect on Local Government:
No.
Effect on the State:
Yes.
~ EXPLANATION – Matter in bolded italics is new;
matter between brackets [omitted material] is material to be omitted.
Existing law requires each business entity organizing under the laws of this State or transacting business in this State to:
State or transacting business in this State to:
(1) file with the Secretary of State an holding the equivalent office;
(1) file with the Secretary of State an initial and an annual list of the directors and officers of the entity or the persons holding the equivalent office;
(1) a organizational documents with the Secretary of State or on the alternate date;
(1) a domestic entity to file the initial list at the time that the domestic entity files its organizational documents with the Secretary of State or on the alternate date;
ands its (2) a foreign entity to file the initial list at the time that the foreign entity registers with the Secretary of State to transact business in this State or on the alternate date.
and with the Secretary of State to transact business in this State or on the alternate date.ers Under sections 1-3, 8 and 11-20, if an entity files an amended list within 60 days after the filing of its initial list, the Secretary of State must not charge a fee for filing that amended list.
Under sections 1-3, 8 and 11-20, if an entity files an amended list within 60 days after the filing of its initial list, the Secretary of State must not charge a fee for filing that amended list.
Existing law authorizes the articles of organization or operating agreement of a limited-liability company to create one or more series of members with separate rights, powers or duties with respect to the property or obligations of the company.
Existing law authorizes the articles of organization or operating agreement of a rights, powers or duties with respect to the property or obligations of the company.
If the articles of organization include such a statement, section 9 of this bill authorizes a series to be created by the articles of organization or adoption of an operating agreement by the members of the series.
If the articles of organization include such a organization or adoption of an operating agreement by the members of the series.les of Section 4 of this bill provides that if the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the limited-liability company shall be deemed to be the registered agent of any series of the company.
- *AB123_R2* – 2 – Section 4 of this bill provides that if the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the limited-liability company shall be deemed to be the registered agent of any series of the company.
statements indicating that the company is to have one or more such series;
(1) the articles of organization or an amendment to those articles contain certain statements indicating that the company is to have one or more such series;
and (2) separate and distinct records are maintained for each series and the assets associated with each series are held, directly or indirectly, and accounted for separately from the other assets of the company and any other series.
and (2) separate and distinct records are maintained for each series and the assets separately from the other assets of the company and any other series.
(NRS 86.311) property in the name of the series, as an asset of the series.
(NRS 86.311) Section 10 of this bill clarifies that a series may purchase, own and convey property in the name of the series, as an asset of the series.
Section 10 alsoy specifies the persons who are authorized to bind a series to an instrument or record providing for the acquisition, mortgage or disposition of property by the series.
Section 10 also specifies the persons who are authorized to bind a series to an instrument or record providing for the acquisition, mortgage or disposition of property by the series.
Section 9 expands the powers of a series to authorize a series to sue and be sued in its own name, make contracts in its own name and purchase, own and convey property.
- 79th Session (2017) – 2 – Section 9 expands the powers of a series to authorize a series to sue and be sued in its own name, make contracts in its own name and purchase, own and convey property.
Existing law requires that a person doing business in this State under an assumed or fictitious name which is different from the legal name of each person each county in which the business is being conducted.
assumed or fictitious name which is different from the legal name of each person who owns an interest in the business must file a certificate with the county clerk of each county in which the business is being conducted.
(NRS 602.010) Section 21lerk of of this bill provides that a series shall be deemed to be doing business under an assumed name if the name of the series does not indicate:
(NRS 602.010) Section 21 of this bill provides that a series shall be deemed to be doing business under an assumed name if the name of the series does not indicate:
Section 22 of this bill requires a series to provide certain information in the certificate required to be filed pursuant to section 21.
Section 22 to be filed pursuant to section 21.rovide certain information in the certificate required EXPLANATION – Matter in bolded italics is new;
matter between brackets [omitted material] is material to be omitted.
- *AB123_R2* – 3 – (c) The names and titles of the president, secretary and treasurer, or the equivalent thereof, and of all the directors of the corporation;
(c) The names and titles of the president, secretary and treasurer, or the equivalent thereof, and of all the directors of the corporation;
The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year , or, if, pursuant to subsection [11,] 12, the corporation has selected an alternative due date for filing the list required by subsection 1, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, an annual list containing all of the information required in subsection 1.
The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year , or, if, pursuant to subsection [11,] 12, the corporation has selected an alternative due date for filing the list - 79th Session (2017) – 3 – required by subsection 1, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, an annual list containing all of the information req3.redEach list required by subsection 1 or 2 must be accompanied by:
3.
Each list required by subsection 1 or 2 must be accompanied by:
(a) Subsection 1, the corporation shall pay to the Secretary of State a fee of $150.
State a fee of $150.
(b) Subsection 2, the corporation shall pay to the Secretary of State, if the amount represented by the total number of shares provided for in the articles is:
the corporation shall pay to the Secretary of (b) Subsection 2, the corporation shall pay to the Secretary of State, if the amount represented by the total number of shares provided for in the articles is:
- *AB123_R2* – 4 – $75,000 or less..................................................................$150 Over $75,000 and not over $200,000.................................200 Over $200,000 and not over $500,000...............................300 Over $500,000 and not over $1,000,000............................400 Over $1,000,000:
$75,000 or less..................................................................$150 Over $75,000 and not over $200,000.................................200 Over $200,000 and not over $500,000...............................300 Over $500,000 and not over $1,000,000............................400 Over $1,000,000:
5.
- 79th Session (2017) – 4 – 5.
If a corporation files an amended list of directors and officers with the Secretary of State within 60 days after the date on which the list required by subsection 1 is filed, the corporation or the resigning director or officer is not required to pay a fee for filing the amended list.
If a corporation files an amended list of directors and officers with the Secretary of State within 60 days after the date on which the list required by subsection 1 is filed, the corporation or the resigning director or officer is not required to pay a fee for fil6.g tExcept as otherwise provided in subsection 5, if a director or officer of a corporation resigns and the resignation is not reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer shall pay to the Secretary of State a fee of $75 to file the resignation.
6.
Except as otherwise provided in subsection 5, if a director or officer of a corporation resigns and the resignation is not reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer shall pay to the Secretary of State a fee of $75 to file the resignation.
A payment submitted pursuant to this subsection does not satisfy the requirements of subsection 2 for the year to which the due date is applicable.
A payment submitted pursuant to this subsection does not satisfy the requirements of subsection 2 for the year to which the due[9.] 10.
[9.] 10.
apA person who files with the Secretary of State a list required by subsection 1 or 2 which identifies an officer or director with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
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A person who files with the Secretary of State a list required by subsection 1 or 2 which identifies an officer or director with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
[10.] 11.
- *AB123_R2* – 5 – [10.] 11.
[12.] 13.
- 79th Session (2017) – 5 – [12.] 13.
Each foreign corporation doing business in this State shall, [on or before the last day of the first month after] at the time that the information required by NRS 80.010 is filed with the Secretary of State , or, if the foreign corporation has selected an alternative due date pursuant to subsection [9,] 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:
Each foreign corporation doing business in this time that the information required by NRS 80.010 is filed with theat the Secretary of State , or, if the foreign corporation has selected an alternative due date pursuant to subsection [9,] 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:
and (3) None of the officers or directors identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.
(3) None of the officers or directors identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.
The Secretary of State shall include on the Secretary of State’s Internet website the Central Index Key of a corporation provided pursuant to - *AB123_R2* – 6 – this subsection and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.
The Secretary of State shall include on the Secretary of State’s Internet website the Central Index Key of a corporation provided pursuant to this subsection and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.
(a) The initial list required by subsection 1, the corporation shall pay to the Secretary of State a fee of $150.
- 79th Session (2017) – 6 – (a) The initial list required by subsection 1, the corporation shall pay to the Secretary of State a fee of $150.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each corporation which is required to comply with the provisions of NRS 80.110 to 80.175, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list pursuant to subsection 1.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each 80.110 to 80.175, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list pursuant to subsection 1.
A person who files with the Secretary of State a list required by subsection 1 which identifies an officer or director with - *AB123_R2* – 7 – the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
A person who files with the Secretary of State a list required by subsection 1 which identifies an officer or director with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in - 79th Session (2017) – 7 – furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
For the purposes of this section, a stockholder is not deemed to exercise actual control of the daily operations of a corporation based solely on the fact that the stockholder has voting control of the corporation.
For the purposes of this section, a stockholder is not deemed to exercise actual control of the daily operations of a control of the corporation.
[9.] 10.
the fact that the stockholder has voting [9.] 10.
(c) The names and titles of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the foreign nonprofit corporation;
(c) The names and titles of the president, the secretary and the foreign nonprofit corporation;hereof, and all the directors of the (d) The address, either residence or business, of the president, secretary and treasurer, or the equivalent thereof, and each director of the foreign nonprofit corporation;
(d) The address, either residence or business, of the president, secretary and treasurer, or the equivalent thereof, and each director of the foreign nonprofit corporation;
(b) The foreign nonprofit corporation acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly - *AB123_R2* – 8 – offer any false or forged instrument for filing with the Office of the Secretary of State;
(b) The foreign nonprofit corporation acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly - 79th Session (2017) – 8 – offer any false or forged instrument for filing with the Office of the Secretary of State;
and (c) None of the officers or directors identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.
and (c) None of the officers or directors identified in the list has been identified in the list with the fraudulent intent of concealing the of an officer or director in furtherance of any unlawful conduct.ty 3.
3.
An annual list for a foreign nonprofit corporation not in default that is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.
An annual list for a foreign nonprofit corporation not in default that is received by the Secretary of State more than 90 days year and does not satisfy the requirements of subsection 1 for theus year to which the due date is applicable.
[9.] 10.
- 79th Session (2017) – 9 – [9.] 10.
- *AB123_R2* – 9 – [10.] 11.
[10.] 11.
The Secretary of State may adopt regulations to administer the provisions of subsection [9.] 10.
The Secretary of State may adopt regulations to admSec.
Sec.
Chapter 86 of NRS is hereby amended by adding thereto a new section to read as follows:
thChapter 86 of NRS is hereby amended by adding thereto a new section to read as follows:
86.061 “Limited-liability company” or “company” means a limited-liabilitycompany organized by filing articles of organization with the Secretary of State and existing under this chapter, including a restricted limited-liability company.
86.061 “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-liability company.
86.1255 “Series” and “series of members” are synonymous terms and, unless the context otherwise requires, [mean a series of members’ interests having separate rights, powers or duties with respect to property, obligations or profits and losses associated with property or obligations, which are specified in the articles of organization or operating agreement or specified by one or more members or managers or other persons as provided in the articles of organization or operating agreement.] means a limited-liability company whose creation has been authorized pursuant to subsection 2 of NRS 86.296 by a limited-liability company formed by filing articles of organization with the Secretary of State pursuant to NRS 86.151.
86.1255 “Series” and “series of members” are synonymous terms and, unless the context otherwise requires, [mean a series of members’ interests having separate rights, powers or duties with respect to property, obligations or profits and losses associated with property or obligations, which are specified in the articles of organization or operating agreement or specified by one or more members or managers or other persons as provided in the articles of company whose creation has been authorized pursuant toliability subsection 2 of NRS 86.296 by a limited-liability company formed by filing articles of organization with the Secretary of State pursuant to NRS 86.151.
or (2) The members, the name and address, either residence or business, of each initial member;
or - 79th Session (2017) – 10 – (2) The members, the name and address, either residence or business, of each initial member;
(e) If the company is authorized to have one or more series of members , [and the debts or liabilities of any series are to be enforceable against the assets of that series only and not against the - *AB123_R2* – 10 – assets of another series or the company generally,] a statement to that effect ;
(e) If the company is authorized to have one or more series of members , [and the debts or liabilities of any series are to be assets of another series or the company generally,] a statement to the that effect ;
Sec.
86.263.
8.
1.
NRS 86.263 is hereby amended to read as follows:
86.263 1.
and (e) The signature of a manager or managing member of the limited-liability company, or some other person specifically authorized by the limited-liability company to sign the list, certifying that the list is true, complete and accurate.
and - 79th Session (2017) – 11 – (e) The signature of a manager or managing member of the limited-liability company, or some other person specifically authorized by the limited-liability company to sign the list, certifying that the list is true, complete and accurate.
2.
the last day of the month in which the anniversary date of itsbefore organization occurs , or, if, pursuant to subsection [11,] 12, the limited-liability company has selected an alternative due date for filing the list required by subsection 1, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, an annual list containing all of the information required in subsection 1.
The limited-liability company shall thereafter, on or before the last day of the month in which the anniversary date of its organization occurs , or, if, pursuant to subsection [11,] 12, the - *AB123_R2* – 11 – limited-liability company has selected an alternative due date for filing the list required by subsection 1, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, an annual list containing all of the information required in subsection 1.
(a) The initial list required by subsection 1, the limited-liability company shall pay to the Secretary of State a fee of $150.
(a) The initial list required by subsection 1, the limited-liability com(b) Each annual list required by subsection 2, the limited- liability company shall pay to the Secretary of State a fee of $150.
(b) Each annual list required by subsection 2, the limited- liability company shall pay to the Secretary of State a fee of $150.
[6.] 7.
- 79th Session (2017) – 12 – [6.] 7.
The Secretary of State shall, 90 days before the last day for filing each list required by subsection 2, provide to each limited- liability company which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due under subsection 4 and a reminder to file the list required by subsection 2.
The Secretary of State shall, 90 days before the last day for filing each list required by subsection 2, provide to each limited- liability company which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the subsection 2.
Failure of any company to receive a notice does not excuse it from the penalty imposed by law.
Failure of any company to receive a notice does noted by excuse it from the penalty imposed by law.
If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective or the fee required by subsection 4 is - *AB123_R2* – 12 – not paid, the Secretary of State may return the list for correction or payment.
If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective or the fee required by subsection 4 is not paid, the Secretary of State may return the list for correction or payment.
The Secretary of State may adopt regulations to administer the provisions of subsection [11.] 12.
The Secretary of State may adopt regulations to admSec.
Sec.
NRS 86.296 is hereby amended to read as follows:
thNRS 86.296 is hereby amended to read as follows:
The articles of organization or operating agreement of a limited-liability company may [create] authorize the creation of one or more series of members, or vest authority in one or more members or managers of the company or in other persons to create one or more series of members, including, without limitation, rights, powers and duties senior to existing series of members.
The articles of organization or operating agreement of a limited-liability company may [create] authorize the creation of - 79th Session (2017) – 13 – one or more series of members, or vest authority in one or more members or managers of the company or in other persons to create one or more series of members, including, without limitation, rights, powers and duties senior to existing series of members.
A series may be created as a limited-liability company, without the filing of articles of organization with the Secretary of State, by the adoption of an operating agreement by the members of the series.
A series articles of organization with the Secretary of State, by the adoption of an operating agreement by the members of the series.
- *AB123_R2* – 13 – (a) Have separate powers, rights or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations [, and any series may have] ;
(a) Have separate powers, rights or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations [, and any series may have] ;
(a) Separate and distinct records are maintained for the series and the assets associated with the series are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series;
and the assets associated with the series are held, directly ories indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series;
and (b) [The articles of organization comply, or an amendment to the articles complies, with the provisions of paragraph (e) of subsection 1 of NRS 86.161.
and (b) [The articles of organization comply, or an amendment to the articles complies, with the provisions of paragraph (e) of subsection of NRS 86.161.
4.] The articles of organization or operating agreement [may provide] provides that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series.
4.] The articles of organization or operating agreement [may provide] provides that the debts, liabilities, obligations and expenses - 79th Session (2017) – 14 – incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series.
[5.] 4.
organization or operating agreement, any event described in this of chapter or in the articles of organization or operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager with respect to the company or with respect to any other series.
Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager with respect to the company or with respect to any other series.
Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be associated with a series does not, in itself, cause the member to cease to be associated with any other series, terminate the continued membership of a member in the company or cause the termination of the series, regardless of whether the member was the last remaining member associated with the series.
Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease - *AB123_R2* – 14 – to be associated with a series does not, in itself, cause the member to cease to be associated with any other series, terminate the continued membership of a member in the company or cause the termination of the series, regardless of whether the member was the last remaining member associated with the series.
[1.] (a) One or more managers of a company which is managed by a manager or managers;
[1.] (a) One or more managers of a company which is managed by [2.] (b) Any member of a company which is managed by its members;
[2.] (b) Any member of a company which is managed by its members;
Except as otherwise provided in the articles of organization or operating agreement of the series, instruments and records providing for the acquisition, mortgage or disposition of property by a series are valid and binding upon the series if signed by:
Except as otherwise provided in the articles of organization or operating agreement of the series, instruments and records providing for the acquisition, mortgage - 79th Session (2017) – 15 – or disposition of property by a series are valid and binding upon the series if signed by:
(b) Any member associated with the series, if the series is managed by the members associated with the series;
managed by the members associated with the series;he series is (c) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a manager or managers of the series, if the series is managed by a manager or managers;
(c) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a manager or managers of the series, if the series is managed by a manager or managers;
- *AB123_R2* – 15 – Sec.
Sec.
(a) The name of the foreign limited-liability company;
(b) The foreign limited-liability company acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State;
- 79th Session (2017) – 16 – (b) The foreign limited-liability company acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State;
and (c) None of the managers or managing members identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing member in furtherance of any unlawful conduct.
and list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing member in furtherance of any unlawful conduct.
If a foreign limited-liability company files an amended list of managers and managing members with the Secretary of State - *AB123_R2* – 16 – within 60 days after the date on which the initial list required by this section is filed, the foreign limited-liability company or the resigning manager or managing member is not required to pay a fee for filing the amended list.
If a foreign limited-liability company files an amended list of managers and managing members with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign limited-liability company or the resigning manager or managing member is not required to pay a fee for filing the amended list.
The Secretary of State shall, 90 days before the last day for filing each annual list required by this section, provide to each foreign limited-liability company which is required to comply with the provisions of NRS 86.5461 to 86.5468, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1.
The Secretary of State shall, 90 days before the last day for filing each annual list required by this section, provide to each the provisions of NRS 86.5461 to 86.5468, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1.
An annual list for a foreign limited-liability company not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of this section for the year to which the due date is applicable.
An annual list for a foreign limited-liability company not in default which is received by the Secretary of State more than days before its due date shall be deemed an amended list for the - 79th Session (2017) – 17 – previous year and does not satisfy the requirements of this section for the year to which the due date is applicable.
A person who files with the Secretary of State a list required by this section which identifies a manager or managing member with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a manager or managing members in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
A person who files with the Secretary of State a list required by this section which identifies a manager or managing person or persons exercising the power or authority of a manager or managing members in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
- *AB123_R2* – 17 – Sec.
Sec.
A registered limited-liability partnership shall, [on or before the last day of the first month after] at the time of the filing of its certificate of registration with the Secretary of State , or, if the registered limited-liability partnership has selected an alternative due date pursuant to subsection [8,] 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of registration with the Secretary of State occurs , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, a list that contains:
A registered limited-liability partnership shall, [on or before the last day of the first month after] at the time of the filing of its certificate of registration with the Secretary of State , or, if the registered limited-liability partnership has selected an alternative due date pursuant to subsection [8,] 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of registration with the Secretary of State occurs , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file State, a list that contains:
(a) The name of the registered limited-liability partnership;
on a form furnished by the Secretary of (a) The name of the registered limited-liability partnership;
(a) The registered limited-liability partnership has complied with the provisions of chapter 76 of NRS [, that the] ;
- 79th Session (2017) – 18 – (a) The registered limited-liability partnership has complied with the provisions of chapter 76 of NRS [, that the] ;
(b) The registered limited-liability partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State ;
(b) The registered limited-liability partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to Office of the Secretary of State ;
and [that none] (c) None of the managing partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a managing partner in furtherance of any unlawful conduct.
and [that none] filing in the (c) None of the managing partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a managing partner in furtherance of any unlawful conduct.
If a registered limited-liability partnership files an amended list of managing partners with the Secretary of State - *AB123_R2* – 18 – within 60 days after the date on which the initial list required by subsection 1 is filed, the registered limited-liability partnership or the resigning managing partner is not required to pay a fee for filing the amended list.
If a registered limited-liability partnership files an amended list of managing partners with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the registered limited-liability partnership or the resigning managing partner is not required to pay a fee for filing the amended list.
Except as otherwise provided in subsection 4, if a managing partner of a registered limited-liability partnership resigns and the resignation is not reflected on the annual or amended list of managing partners, the registered limited-liability partnership or the resigning managing partner shall pay to the Secretary of State a fee of $75 to file the resignation.
Except as otherwise provided in subsection 4, if a managing partner of a registered limited-liability partnership resigns and the resignation is not reflected on the annual or amended list of managing partners, the registered limited-liability partnership or the resigning managing partner shall pay to the Secretary of State a fee of [4.] 6.filThe Secretary of State shall, at least 90 days before the last day for filing each annual list required by subsection 1, provide to the registered limited-liability partnership a notice of the fee due pursuant to subsection [2] 3 and a reminder to file the annual list required by subsection 1.
[4.] 6.
The Secretary of State shall, at least 90 days before the last day for filing each annual list required by subsection 1, provide to the registered limited-liability partnership a notice of the fee due pursuant to subsection [2] 3 and a reminder to file the annual list required by subsection 1.
An annual list that is filed by a registered limited- liability partnership which is not in default more than 90 days before it is due shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.
An annual list that is filed by a registered limited- liability partnership which is not in default more than 90 days before it is due shall be deemed an amended list for the previous year and - 79th Session (2017) – 19 – does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.
A person who files with the Secretary of State an initial list or annual list required by subsection 1 which identifies a managing partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a managing partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
A person who files with the Secretary of State an initial list or annual list required by subsection 1 which identifies a identity of any person or persons exercising the power or authority of a managing partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
Each foreign registered limited-liability partnership doing business in this State shall, [on or before the last day of the first month after] at the time of the filing of its application for registration as a foreign registered limited-liability partnership with the Secretary of State , or, if the foreign registered limited-liability partnership has selected an alternative due date pursuant to subsection [9,] 10, on or before that alternative due date, and - *AB123_R2* – 19 – annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:
Each foreign registered limited-liability partnership doing business in this State shall, [on or before the last day of the first month after] at the time of the filing of its application for registration as a foreign registered limited-liability partnership with the Secretary of State , or, if the foreign registered limited-liability partnership has selected an alternative due date pursuant to subsection [9,] 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:
(a) The name of the foreign registered limited-liability partnership;
(a) The name of the foreign registered limited-liability par(b) The file number of the foreign registered limited-liability partnership, if known;
(b) The file number of the foreign registered limited-liability partnership, if known;
(b) The foreign registered limited-liability partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State;
- 79th Session (2017) – 20 – (b) The foreign registered limited-liability partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State;
and (c) None of the managing partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a managing partner in furtherance of any unlawful conduct.
and identified in the list with the fraudulent intent of concealing then identity of any person or persons exercising the power or authority of a managing partner in furtherance of any unlawful conduct.
Except as otherwise provided in subsection 4, if a managing partner of a foreign registered limited-liability partnership resigns and the resignation is not reflected on the annual or amended list of - *AB123_R2* – 20 – managing partners, the foreign registered limited-liability partnership or the managing partner shall pay to the Secretary of State a fee of $75 to file the resignation.
Except as otherwise provided in subsection 4, if a managing partner of a foreign registered limited-liability partnership resigns and the resignation is not reflected on the annual or amended list of managing partners, the foreign registered limited-liability partnership or the managing partner shall pay to the Secretary of State a fee of $75 to file the resignation.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each foreign registered limited-liability partnership which is required to comply with the provisions of NRS 87.541 to 87.5443, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1.
The Secretary of State shall, 90 days before the last day foreign registered limited-liability partnership which is required to comply with the provisions of NRS 87.541 to 87.5443, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1.
An annual list for a foreign registered limited-liability partnership not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.
An annual list for a foreign registered limited-liability partnership not in default which is received by the Secretary of State - 79th Session (2017) – 21 – more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.
A person who files with the Secretary of State an initial list or annual list required by subsection 1 which identifies a managing partner with the fraudulent intent of concealing the identity of any person or persons exercising the power and authority of a managing partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
A person who files with the Secretary of State an initial managing partner with the fraudulent intent of concealing the a identity of any person or persons exercising the power and authority of a managing partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
- *AB123_R2* – 21 – (a) The name of the limited partnership;
(a) The name of the limited partnership;
(c) The names of all of its general partners;
(b) The limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State ;
(b) The limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or - 79th Session (2017) – 22 – forged instrument for filing in the Office of the Secretary of State ;
[,] and [that none] (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.
[,] and [that none] (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the of a general partner in furtherance of any unlawful conduct.thority [2.] 3.
[2.] 3.
- *AB123_R2* – 22 – [5.] 7.
for filing each annual list required by subsection 1, provide to eachy limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due pursuant to the provisions of subsection [2] 3 or [3,] 4 as appropriate, and a reminder to file the annual list required pursuant to subsection 1.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due pursuant to the provisions of subsection [2] 3 or [3,] 4 as appropriate, and a reminder to file the annual list required pursuant to subsection 1.
An annual list for a limited partnership not in default that is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.
An annual list for a limited partnership not in default that is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year - 79th Session (2017) – 23 – and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.
A filing made pursuant to this section does not satisfy the provisions of NRS 87A.240 and may not be substituted for filings submitted pursuant to NRS 87A.240.
A filing made pursuant to this section does not satisfy the provisions of NRS 87A.240 and may not be substituted for fil[9.] 11.mitA person who files with the Secretary of State a list required by subsection 1 which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
[9.] 11.
A person who files with the Secretary of State a list required by subsection 1 which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
Each foreign limited partnership doing business in this State shall, [on or before the last day of the first month after] at the time of the filing of its application for registration as a foreign limited partnership with the Secretary of State , or, if the foreign limited partnership has selected an alternative due date pursuant to subsection [9,] 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:
Each foreign limited partnership doing business in this State shall, [on or before the last day of the first month after] at the time of the filing of its application for registration as a foreign limited partnership with the Secretary of State , or, if the foreign limited partnership has selected an alternative due date pursuant to subsection [9,] 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form fur(a) The name of the foreign limited partnership;
(a) The name of the foreign limited partnership;
(b) The file number of the foreign limited partnership, if known;
- *AB123_R2* – 23 – (b) The file number of the foreign limited partnership, if known;
(b) The foreign limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State;
- 79th Session (2017) – 24 – (b) The foreign limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State;
and (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.
and identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each foreign limited partnership, which is required to comply with the provisions of NRS 87A.560 to 87A.600, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each foreign limited partnership, which is required to comply with the provisions of NRS 87A.560 to 87A.600, inclusive, and which has subsection 3 and a reminder to file the list required pursuant to subsection 1.
- *AB123_R2* – 24 – [6.] 7.
[6.] 7.
[8.] 9.
- 79th Session (2017) – 25 – [8.] 9.
A person who files with the Secretary of State a list required by this section which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
A person who files with the Secretary of State a list required by this section which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance NRS 225.084.ful conduct is subject to the penalty set forth in [9.] 10.
[9.] 10.
and (e) The signature of a general partner of the limited partnership, or some other person specifically authorized by the limited partnership to sign the list, certifying that the list is true, complete and accurate.
and or some other person specifically authorized by the limitedrtnership, partnership to sign the list, certifying that the list is true, complete and accurate.
- *AB123_R2* – 25 – (a) The limited partnership has complied with the provisions of chapter 76 of NRS [, that the] ;
(a) The limited partnership has complied with the provisions of chapter 76 of NRS [, that the] ;
[,] and [that none] (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.
[,] and [that none] (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the - 79th Session (2017) – 26 – identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.
(a) The initial list required by subsection 1, pay to the Secretary of State a fee of $150.
of State a fee of $150.
(b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $150.
required by subsection 1, pay to the Secretary (b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $150.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due pursuant to the provisions of subsection [2] 3 or [3,] 4, as appropriate, and a reminder to file the annual list required pursuant to subsection 1.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the appropriate, and a reminder to file the annual list required pursuant to subsection 1.
- *AB123_R2* – 26 – [7.] 9.
[7.] 9.
[8.] 10.
- 79th Session (2017) – 27 – [8.] 10.
A person who files with the Secretary of State a list required by subsection 1 which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
A person who files with the Secretary of State a list fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
(b) The file number of the foreign limited partnership, if known;
partnership, if known;
- *AB123_R2* – 27 – (b) The foreign limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State;
(b) The foreign limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any - 79th Session (2017) – 28 – false or forged instrument for filing in the Office of the Secretary of State;
and (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.
and (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the of a general partner in furtherance of any unlawful conduct.thority 3.
3.
Failure of any foreign limited partnership to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 88.591 to 88.5945, inclusive.
not excuse it from the penalty imposed by the provisions of NRSdoes 88.591 to 88.5945, inclusive.
A person who files with the Secretary of State a list required by this section which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons - *AB123_R2* – 28 – exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
A person who files with the Secretary of State a list required by this section which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons - 79th Session (2017) – 29 – exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
The Secretary of State may allow a foreign limited partnership to select an alternative due date for filing the initial list required by this section.
The Secretary of State may allow a foreign limited required by this section.alternative due date for filing the initial list [10.] 11.
[10.] 11.
(b) The business trust acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State;
(b) The business trust acknowledges that pursuant to NRS forged instrument for filing in the Office of the Secretary of State;
If a business trust files an amended list of trustees with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the business trust or the resigning trustee is not required to pay a fee for filing the amended list.
If a business trust files an amended list of trustees with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the business trust or the - 79th Session (2017) – 30 – resigning trustee is not required to pay a fee for filing the amended list.
- *AB123_R2* – 29 – 4.
4.
Except as otherwise provided in subsection 3, if a trustee of a business trust resigns and the resignation is not reflected on the annual or amended list of trustees, the business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation.
Except as otherwise provided in subsection 3, if a trustee of a business trust resigns and the resignation is not reflected on the trustee shall pay to the Secretary of State a fee of $75 to file theing resignation.
[8.] 9.
select an alternative due date for filing the initial list required by subsection 1.
The Secretary of State may allow a business trust to select an alternative due date for filing the initial list required by subsection 1.
Each foreign business trust doing business in this State shall, [on or before the last day of the first month after] at the time of the filing of its application for registration as a foreign business trust with the Secretary of State , or, if the foreign business trust has selected an alternative due date pursuant to subsection [10,] 11, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:
Each foreign business trust doing business in this State shall, [on or before the last day of the first month after] at the time of the filing of its application for registration as a foreign business trust with the Secretary of State , or, if the foreign business trust has selected an alternative due date pursuant to subsection [10,] 11, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year , or, if applicable, on or before the last day of the month in which the - 79th Session (2017) – 31 – anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:
- *AB123_R2* – 30 – (b) The file number of the foreign business trust, if known;
(c) The name of at least one of its trustees;rust, if known;
(c) The name of at least one of its trustees;
(b) Each annual list required by this section, the foreign business trust shall pay to the Secretary of State a fee of $150.
(b) Each annual list required by this section, the foreign business tru4.
4.
shIf a foreign business trust files an amended list of trustees with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign business trust or the resigning trustee is not required to pay a fee for filing the amended list.
If a foreign business trust files an amended list of trustees with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign business trust or the resigning trustee is not required to pay a fee for filing the amended list.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each foreign business trust which is required to comply with the provisions of NRS 88A.732 to 88A.738, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1.
The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each foreign business trust which is required to comply with the provisions of NRS 88A.732 to 88A.738, inclusive, and which has - 79th Session (2017) – 32 – not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1.
Failure of any foreign business trust to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 88A.732 to 88A.738, inclusive.
Failure of any foreign business trust to receive a notice does not excuse it from the penalty imposed by the provisions of NRS[6.] 7.2 tIf the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.
- *AB123_R2* – 31 – [6.] 7.
If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.
Sec.
89.2500.
20.
1.
NRS 89.250 is hereby amended to read as follows:
89.250 1.
2.
- 79th Session (2017) – 33 – 2.
A professional association organized and practicing pursuant to the provisions of this chapter and NRS 623.349 shall, [on or before the last day of the first month after] at the time of the filing of its articles of association with the Secretary of State , or, if the professional association has selected an alternative due date pursuant to subsection [7,] 8, on or before that alternative due date, and annually thereafter on or before the last day of the month in - *AB123_R2* – 32 – which the anniversary date of its organization occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list:
A professional association organized and practicing pursuant to the provisions of this chapter and NRS 623.349 shall, [on or before the last day of the first month after] at the time of the filing of its articles of association with the Secretary of State , or, if the pursuant to subsection [7,] 8, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year , or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list:
(b) Signed by the chief executive officer of the professional association or by some other person specifically authorized by the chief executive officer to sign the list.
(b) Signed by the chief executive officer of the professional association or by some other person specifically authorized by the chi(c) Accompanied by a declaration under penalty of perjury that:
(c) Accompanied by a declaration under penalty of perjury that:
(a) The initial list required by this section, the professional association shall pay to the Secretary of State a fee of $150.
- 79th Session (2017) – 34 – (a) The initial list required by this section, the professional association shall pay to the Secretary of State a fee of $150.
5.
members and employees with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the professional association is not required to pay a fee for filing the amended list.
If a professional association files an amended list of members and employees with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the professional association is not required to pay a fee for filing the amended list.
6.
- *AB123_R2* – 33 – 6.
Every person doing business in this state under an assumed or fictitious name that is in any way different from the legal name of each person who owns an interest in the business must file with the county clerk of each county in which the business is being conducted a certificate containing the information required by NRS 602.020.
Every person doing business in this state under an assumed or fictitious name that is in any way different from the legal name of each person who owns an interest in the business must being conducted a certificate containing the information required by NRS 602.020.
and (b) The name of the limited-liabilitycompany which authorized the creation of the series pursuant to NRS 86.296.
and (b) The name of the limited-liability company which authorized the creation of the series pursuant to NRS 86.296.
Sec.
- 79th Session (2017) – 35 – Sec.
A certificate filed pursuant to NRS 602.010 or a renewal certificate filed pursuant to NRS 602.035 must state the assumed or fictitious name under which the business is being conducted or is intended to be conducted, and if conducted by:
A certificate filed pursuant to NRS 602.010 or a renewal certificate filed pursuant to NRS 602.035 must state the assumed or fictitious name under which the business is being con(a) A natural person:
(a) A natural person:
to be conducted, and if conducted by:
- *AB123_R2* – 34 – (1) Its name;
(1) Its name;
and (3) If the mailing address is different from the street address, the mailing address of the residence or business of each trustee of the trust [.] ;
and (3) If the mailing address is different from the street address, the trust [.] ;
or (e) A series created pursuant to NRS 86.296:
ors of the residence or business of each trustee of (e) A series created pursuant to NRS 86.296:
(2) In the case of an artificial person, by an officer, director, manager, general partner, trustee or other natural person having the authority to bind the artificial person to a contract;
- 79th Session (2017) – 36 – (2) In the case of an artificial person, by an officer, director, manager, general partner, trustee or other natural person having the authority to bind the artificial person to a contract;
(3) In the case of a general partnership, by each of the partners who is a natural person and, if one or more of the partners is an artificial person described in subparagraph (2), by the person described in subparagraph (2);
(3) In the case of a general partnership, by each of the is an artificial person described in subparagraph (2), by the person described in subparagraph (2);
- *AB123_R2* – 35 – (III) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a manager or managers of the series, if the series is managed by a manager or managers;
(III) Any agent, officer, employee or other representative of the series authorized in the operating agreement or in another writing by a manager or managers of the series, if the series is managed by a manager or managers;
(a) “Artificial person” means any organization organized under the law of the United States, any foreign country, or a state, province, territory, possession, commonwealth or dependency of the United States or any foreign country, and as to which the government, state, province, territory, possession, commonwealth or dependency must maintain a record showing the organization to have been organized.
(a) “Artificial person” means any organization organized under the law of the United States, any foreign country, or a state, United States or any foreign country, and as to which thecy of the government, state, province, territory, possession, commonwealth or dependency must maintain a record showing the organization to have been organized.
The amendatory provisions of sections 4, 5, 7, 9 and 10 of this act:
The amendatory provisions of sections 4, 5, 7, 9 and of this act:
(b) Commenced before October 1, 2017, if the proceedings are pending or otherwise unresolved on October 1, 2017.
(a) Commenced on or after October 1, 2017;
H - *AB123_R2*
or - 79th Session (2017) – 37 – (b) Commenced before October 1, 2017, if the proceedings are pending or otherwise unresolved on October 1, 2017.
~~~~~ 17 - 79th Session (2017)
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Action History

  1. Approved by the Governor. Chapter 419.

  2. Enrolled and delivered to Governor.

  3. Senate Amendment No. 870 concurred in. To enrollment.

  4. In Assembly.

  5. Read third time. Passed, as amended. Title approved, as amended. (Yeas: 21, Nays: None.) To Assembly.

  6. From printer. To re-engrossment. Re-engrossed. Second reprint .

  7. Read second time. Amended. (Amend. No. 870.) To printer.

  8. Placed on Second Reading File.

  9. From committee: Amend, and do pass as amended.

  10. Read first time. Referred to Committee on Judiciary. To committee.

  11. In Senate.

  12. Read third time. Passed, as amended. Title approved, as amended. (Yeas: 42, Nays: None.) To Senate.

  13. From printer. To engrossment. Engrossed. First reprint .

  14. Read second time. Amended. (Amend. No. 388.) To printer.

  15. Placed on Second Reading File.

  16. From committee: Amend, and do pass as amended.

  17. From printer. To committee.

  18. Read first time. Referred to Committee on Judiciary. To printer.

  19. Prefiled pursuant to JSR 14.2.1(d).

Sponsors

Sponsorship breakdown

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1 sponsors · 0 co-sponsors · 66 not signed on

Sponsors (1)

Co-sponsors (0)

None.

Not signed on (66)

66 members have not signed on to this bill.

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"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Subjects

finance
Cross-referencing the record. Reading this bill against every other bill in the corpus by meaning, not keywords. Only the first open is slow. It’s instant for you after this. Matching · Ranking · Engrossing

Frequently asked questions

Who sponsors AB 123?
AB 123 is sponsored by Ellison, John (Republican).
What is the current status of AB 123?
This bill has been enacted into law. Introduced February 09, 2017. Enacted.
Where can I track AB 123?
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