AB 347 — Revises provisions governing business associations. (BDR 7-554)

(a) Requests a certificate of reinstatement;

5.reinstatement pursuant to this section relates back to the date on which the foreign nonprofit corporation forfeited its right to transact business under the provisions of this chapter and reinstates the foreign nonprofit corporation’s right to transact business as if such right had at all times remained in full force and effect.

ExceptSec. as otherwise provided in NRS 82.5239, a reinstatement pursuant to this section relates back to the date on which the foreign nonprofit corporation forfeited its right to transact business under the provisions of this chapter and reinstates the foreign nonprofit corporation’s right to transact business as if such right had at all times remained in full force and effect.

- *AB347_R1* – 5 – Sec.

and - 80th Session (2019) – 5 – (2) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent, other presiding officer or member of the clergy of a church or religious society or denomination, who has been chosen, elected or appointed in conformity with the constitution, canons, rites, regulations or discipline of the church or religious society or denomination, and in whom is vested the legal title to property held for the purposes, use or benefit of the church or religious society or denomination;

(1) Filing fees and penalties set forth in this chapter for each andryear or portion thereof during which its charter has been revoked;

and (2) Fee for reinstatement set forth in paragraph (c) of sub2.ctiWhensubsection the2 Secretary of StateNRS reinstates84.110. the corporation to its former rights, the Secretary of State shall:

2.

When the Secretary of State reinstates the corporation to its former rights, the Secretary of State shall:

[The] Except as otherwise provided in section 15.5 of this act, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of itspenalties.r charter occurred only by reason of its failure to pay the fees and penalties.4.

4.

A reinstatement pursuant to this section relates back to the date on which the corporation forfeited its right to transact business under the provisions of this chapter and reinstates the corporation’s - *AB347_R1* – 6 – right to transact business as if such right had at all times remained in full force and effect.

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 - 80th Session (2019) – 6 – transact business pursuant to the provisions of this chapter and shall restore to the company its right to carry on business in this State, and to exercise its privileges and immunities, if it:

and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected manager or managers of the limited-liabilitylimited-liabilityor by company or, if there are no managers, its managing members;

(3)(2) AThe fee ofset $300forth forin reinstatement.NRS 86.264, if applicable;

ifand applicable;(3) A fee of $300 for reinstatement.

and 2.

When the Secretary of State reinstates the limited-liability company, the Secretary of State shall issue to the company a certificate of reinstatement if the limited-liability company:

4.provisions of this chapter and has remained revoked for a period of consecutive years, the charter must not be reinstated.

If a company’s charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.

- *AB347_R1* – 7 – Sec.

Except as otherwise provided in subsections 3 and 4 and NRS 86.54615, the Secretary of State shall reinstate a foreign limited-liability company which has forfeited or which forfeits its right to transact business under the provisions of this chapter and - 80th Session (2019) – 7 – shall restore to the foreign limited-liability company its right to transact business in this State, and to exercise its privileges and immunities, if it:

and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected manager or managers of the foreign limited- or by liability company or, if there are no managers, its managing members;

(3)(2) AThe fee ofset $300forth forin reinstatement.,NRS 86.5462, if applicable;

and 2.(3) A fee of $300 for reinstatement.

When2. the Secretary of State reinstates the foreign limited- limited-liability company a certificate of reinstatement if the foreign limited-liability company:

When the Secretary of State reinstates the foreign limited- liability company, the Secretary of State shall issue to the foreign limited-liability company a certificate of reinstatement if the foreign limited-liability company:

[The] Except as otherwise provided in section 15.5 of this act, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid and the revocation of pay the rightfees toand transactpenalties.ess business occurred only by reason of failure to pay4. the fees and penalties.

4.

Except as otherwise provided in NRS 86.5468, a reinstatement pursuant to this section relates back to the date on which the foreign limited-liability company forfeited its right to transact business under the provisions of this chapter and reinstates - *AB347_R1* – 8 – the foreign limited-liability company’s right to transact business as if such right had at all times remained in full force and effect.

- 80th Session (2019) – 8 – Sec.

and (3) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected managing partners of the registered limited- liability partnership.

When the Secretary of State reinstates the registered limited- liability partnership, the Secretary of State shall issue to the registered limited-liability partnership a certificate of reinstatement if the registered limited-liability partnership:

(b)(a) PaysRequests thea requiredcertificate feesof pursuantreinstatement; to NRS 87.550.

and (b) Pays the required fees pursuant to NRS 87.550.

The Secretary of State shall not reinstate the certificate of registration of a registered limited-liability partnership if the certificate was revoked pursuant to the provisions of this chapter at leastlea4. 5 years before the date of the proposed reinstatement.

4.5 Exceptbefase totherwisef tprovidedsed ininsNRSemen87.455, a reinstatement pursuant to this section relates back to the date on which the registered limited-liability partnership’s certificate of registration was revoked and reinstates the registered limited- liability’s certificate of registration as if such certificate had at all times remained in full force and effect.

Except as otherwise provided in NRS 87.455, a reinstatement pursuant to this section relates back to the date on which the registered limited-liability partnership’s certificate of registration was revoked and reinstates the registered limited- liability’s certificate of registration as if such certificate had at all times remained in full force and effect.

Except as otherwise provided in subsections 3 and 4 and NRS 87.5413, the Secretary of State shall reinstate a foreign registered limited-liability partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign registered limited-liability - *AB347_R1*80th Session (2019) – 9 – partnership its right to transact business in this State, and to exercise its privileges and immunities, if it:

and (3) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected managing partners of the foreign registered limited-liabilitylim(b) partnership;[Pays] Except as otherwise provided in section 15.5 of this act, pays to the Secretary of State:

and (b) [Pays] Except as otherwise provided in section 15.5 of this act, pays to the Secretary of State:

[The] Except as otherwise provided in section 15.5 of this act, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid and the revocation of all the right to transact business occurred only by reason of failure to pay4.hepay If the rightfees of a foreign registered limited-liability partnership to transact business in this State has been forfeited pursuant to the provisions of this chapter and haspenalties. remained forfeited for a period of 5 consecutive years, the right to transact business must not be reinstated.

4.

If the right of a foreign registered limited-liability partnership to transact business in this State has been forfeited for a period of 5 consecutive years, the right to transact businessed must not be reinstated.

Except as otherwise provided in subsections 3 and 4 and NRS 87A.200, the Secretary of State shall reinstate any limited partnership which has forfeited or which forfeits its right to - 80th Session (2019) – 10 – transact business under the provisions of this chapter and restore to - *AB347_R1* – 10 – the limited partnership its right to carry on business in this State, and to exercise its privileges and immunities if it:

and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the limited partnership;

andandy (b) [Pays] Except as otherwise provided in section 15.5 of this act, pays to the Secretary of State:

[The] Except as otherwise provided in section 15.5 of this act, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocationssrevocation all occurred only by reason of failure to pay the fees and penalties.

pursuant4. to the provisions of this chapter and has remained revoked for a period of 5 years, the certificate must not be reinstated.

5.If a limited partnership’s certificate has been revoked pursuant to the provisions of this chapter and has remained revoked for5.

IfpeIf a limited partnership’s certificate is reinstated pursuant to this section, the reinstatement relates back to and takes effect on the effective date of the revocation, and the limited partnership’s status as a limited partnership continues as if the revocation had never occurred.

- 80th Session (2019) – 11 – (a) Files with the Secretary of State:

- *AB347_R1* – 11 – (3) The information required pursuant to NRS 77.310;

and (b)act, [Pays]pays Exceptto asthe otherwiseSecretary providedof State:ovided in section 15.5 of this act,(1) paysThe filing fee and penalty set forth in NRS 87A.560 and 87A.585 for each year or portion thereof that its right to thetransact Secretarybusiness ofwas State:forfeited;

(1) The filing fee and penalty set forth in NRS 87A.560 and 87A.585 for each year or portion thereof that its right to transact business was forfeited;

[The] Except as otherwise provided in section 15.5 of this act, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid and the revocation of the right to transact business occurred only by reason of failure to pay4.hepay If the rightfees ofand apenalties. foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of years, the right is not subject to reinstatement.iod of 5 consecutive 5.

4.

If the right of a foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of years, the right is not subject to reinstatement.iod of 5 consecutive 5.

Except as otherwise provided in subsections 3 and 4 and NRS 88.3355, the Secretary of State shall reinstate any limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and restore to the limited partnership its right to carry on business in this State, and to exercise its privileges and immunities if it:

- 80th Session (2019) – 12 – (a) Files with the Secretary of State:

and - *AB347_R1* – 12 – (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the limited partnership;

and (b) [Pays] Except as otherwise provided in section 15.5 of this act, payspa(1) toThe filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or portion thereof during which the Secretarycertificate ofhas State:been revoked;

(1) The filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or portion thereof during which the certificate has been revoked;

reinstatement5. pursuant to this section relates back to the date on which the limited partnership forfeited its right to transact business partnership’s right to transact business as if such right had at all times remained in full force and effect.

Except as otherwise provided in NRS 88.327, a reinstatement pursuant to this section relates back to the date on under the provisions of this chapter and reinstates the limitedusiness partnership’s right to transact business as if such right had at all times remained in full force and effect.

Except as otherwise provided in subsections 3 and 4 and NRS 88.5927, the Secretary of State shall reinstate a foreign limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited partnership its right to transact business in this State, and to exercise its privileges and immunities, if it:

- 80th Session (2019) – 13 – (2) The statement required by NRS 88.5915, if applicable;

and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by - *AB347_R1* – 13 – the duly selected general partners of the foreign limited partnership;

(1) The filing fee and penalty set forth in NRS 88.591 and 88.593 for each year or portion thereof that its right to transact business was forfeited;

If the right of a foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive yea5.,years, tExcept as otherwise provided in NRS 88.5945, a reinstatement pursuant to this section relates back to the dateright onis businessnot undersubject the provisions of this chapter and reinstates thensact foreign limited partnership’s right to transactreinstatement. business as if such right had at all times remained in full force and effect.

reinstatement pursuant to this section relates back to the date on which the foreign limited partnership forfeited its right to transact business under the provisions of this chapter and reinstates the foreign limited partnership’s right to transact business as if such right had at all times remained in full force and effect.

- 80th Session (2019) – 14 – (1) The list required by NRS 88A.600;

and - *AB347_R1* – 14 – (b) [Pays] Except as otherwise provided in section 15.5 of this act, pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 88A.600 and 88A.630 for each year or portion thereof during which its certificate of trust was revoked;

andandportion thereof during which its certificate (2) A fee of $300 for reinstatement.

and88A.737 41. and NRS 88A.7345, the Secretary of State shall reinstate a foreign business trust which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign business trust its right to transact business in this State, and to exercise its privileges and immunities, if it:

Except as otherwise provided in subsections 3 and 4 and NRS 88A.7345, the Secretary of State shall reinstate a foreign business trust which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign business trust its right to transact business in this State, and to exercise its privileges and immunities, if it:

and (3) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is - 80th Session (2019) – 15 – authorized by a court of competent jurisdiction in this State or by the duly selected trustees of the foreign business trust;

- *AB347_R1* – 15 – 2.

When the Secretary of State reinstates the foreign business trust,certificate the Secretary of Statereinstatement shallif issue to the foreign business trust:siness trust a certificate(a) ofRequests reinstatementa ifcertificate theof foreignreinstatement; business trust:

(a) Requests a certificate of reinstatement;

89.256and 1.NRS 89.251, the Secretary of State shall reinstate any3 and professional association which has forfeited its right to transact business under the provisions of this chapter and restore the right to carry on business in this State and exercise its privileges and immunities if it:

Except(a) as otherwise provided in subsections 3 and 4 and NRS 89.251, the Secretary of State shall reinstate any business under the provisions of this chapter and restore the right to carry on business in this State and exercise its privileges and immu(a) Files with the Secretary of State:

and - 80th Session (2019) – 16 – (b) [Pays] Except as otherwise provided in section 15.5 of this act, pays to the Secretary of State:

When the Secretary of State reinstates the professional association, the Secretary of State shall issue to the professional association a certificate of reinstatement if the professionalpro(a) association:Requests a certificate of reinstatement;

- *AB347_R1* – 16 – (a) Requests a certificate of reinstatement;

1.84, 86, 87, 87A, 88, 88A or 89 of NRS to the contrary, the 80, 82, Secretary of State shall reinstate a local emerging small business which has forfeited or which forfeits its right to transact business or which has had its right to transact business revoked pursuant to chapter 78, 80, 82, 84, 86, 87, 87A, 88, 88A or 89 of NRS and restore the right to transact business in this State and to exercise its privileges and immunities if it pays to the Secretary of State at least 25 percent of the total amount of the delinquent fees and penalties set forth in the applicable chapter of title 7 of NRS.

Notwithstanding any other provision of chapter 78, 80, 82, 84, 86, 87, 87A, 88, 88A or 89 of NRS to the contrary, the Secretary of State shall reinstate a local emerging small business which has forfeited or which forfeits its right to transact business chapter 78, 80, 82, 84, 86, 87, 87A, 88, 88A or 89 of NRS andant to restore the right to transact business in this State and to exercise least 25 percent of the total amount of the delinquent fees andate at penalties set forth in the applicable chapter of title 7 of NRS.

If the local emerging small business fails to pay the entirety of the delinquent fees and penalties pursuant to subsection 1, the local emerging small business shall enter into a payment plan with the Secretary of State to pay the remaining - 80th Session (2019) – 17 – balance of such fees and penalties in monthly payments within 1 year.

If the right of a local emerging small business to transact business in this State has been forfeited pursuant to chapter 78, 80, 82, 84, 86, 87, 87A, 88, 88A or 89 of NRS and has remained forfeited for a period of at least 5 consecutive years, the right is not subject to reinstatement pursuant to this section.

- *AB347_R1* – 17 – Sec.

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