SB 75 — Revises various provisions relating to businesses in this State. (BDR 7-484)

If the Secretary of State - *SB75* – 4 – establishes by regulation the amount of such a fee, an application for a state business license must be accompanied by a fee in the amount established by the Secretary of State by regulation.

If the application for a state business license is defective in any respect or the fee required by this section is not paid, the - *SB75_R1* – 5 – Secretary of State may return the application for correction or payment.

and - *SB75* – 5 – (IV) Does not pay wages or other remuneration to a natural person who performs in this State any of the duties for which he or she is paid, other than wages or other remuneration paid to a natural person for performing duties in connection with an activity described in subparagraph (2);

- *SB75_R1* – 6 – Sec.

- *SB75* – 6 – 2.

The Secretary of State may establish by regulation the amount of the penalty required to be paid pursuant to this section by a person who fails to obtain a state business license and pay the fee required pursuant to NRS 76.100.76.100, which must not exceed $100.

- *SB75_R1* – 7 – Sec.

Except as otherwise provided in subsection 2 [,] or 7,8, a person who applies for renewal of a state business license shall submit a fee in the amount of $200 to the Secretary of State:

[If] Except as otherwise provided in subsection 7,8, if the person applying for the renewal of a state business license pursuant to subsection 1 is a corporation organized pursuant to chapter 78, 78A or 78B of NRS, or a foreign corporation required to file an initial or annual list with the Secretary of State pursuant to chapter 80 of NRS, the fee for the renewal of a state business license is $500.

The notice required pursuant to this subsection may be provided electronically, unless the person has requested to receive communications by mail.

- *SB75* – 7 – (a) An entity required to file an annual list with the Secretary of State pursuant to this title, the person:

(1) [Shall] Except as otherwise provided in subsection 7,8, shall pay a penalty of $100 in addition to the annual state business license fee;

and (3) Is subject to all applicable provisions relating to the failure to file an annual list, including, without limitation, the provisions governing default and revocation of its charter or right to - *SB75_R1* – 8 – transact business in this State, except that the person is required to pay the penalty set forth in subparagraph (1).

(b) Not an entity required to file an annual list with the Secretary of State, the person shall , except as otherwise provided in subsection 7,8, pay a penalty in the amount of $100 in addition to the annual state business license fee.

AThe personSecretary whoof continuesState tomay doestablish businessa inprocedure thiswhereby Statea withoutperson renewingwho thehas person’sprovided statepayment businessinformation licenseto beforethe itsSecretary renewalof dateState ismay subjectelect to theautomatically feesapply and penalties provided for inrenewal thisof sectionhis unlessor theher personstate filesbusiness alicense certificateand ofpay cancellation of the person’s state business license withfee therequired Secretaryby ofthis State.section.

Failure of any person to pay the state business license fee as a result of not maintaining current payment information with the Secretary of State does not excuse the person from the penalty imposed by law for failure to timely pay the state business license fee.

A person who continues to do business in this State without renewing the person’s state business license before its renewal date is subject to the fees and penalties provided for in this section unless the person files a certificate of cancellation of the person’s state business license with the Secretary of State.

[6.] 7.

7.8.

The fee or penalty established by the Secretary of State must not exceed the amount of the fee or penalty, as applicable, set forth in this section.

- *SB75_R1* – 9 – (b) The penalty required to be paid pursuant to this section by a person who fails to pay the annual state business license fee in a - *SB75* – 8 – timely manner, the amount of any such penalty must be the amount established by the Secretary of State by regulation.

4.5.

NRS 77.300 is hereby amended to read as follows:

77.300 Whenever a provision of this chapter requires that a filing state an address, the filing must state:

1.

An actual street address or rural route box number in this State;

[and] 2.

A mailing address in this State, if different from the address under subsection 1 [.] ;

and 3.

An electronic mail address.

Sec.

The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the provisions of this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the corporation is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions, unless the articles or - *SB75_R1* – 10 – certificate of amendment is approved by the Commissioner who will supervise the business of the corporation.

- *SB75* – 9 – (a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the corporation are licensed to practice engineering pursuant to the laws of this State;

The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State which provides that the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or - *SB75_R1* – 11 – “auditing” unless the Nevada State Board of Accountancy certifies that the corporation:

- *SB75* – 10 – 6.

- *SB75_R1* – 12 – (d) The address, either residence or business, of each officer and director listed, following the name of the officer or director;

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 12, the corporation - *SB75* – 11 – 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.

$75,000 or less..................................................................$150 Over $75,000 and not over $200,000.................................200 - *SB75_R1* – 13 – Over $200,000 and not over $500,000...............................300$500,000.............................$300 Over $500,000 and not over $1,000,000............................400 Over $1,000,000:

For the first $1,000,000.................................................400 For each additional $500,000 or fraction thereof..........275  [The]The Except as otherwise provided in this subsection, the maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,125.

The Secretary of State may - *SB75* – 12 – establish by regulation the amount of the fee which must be paid for filing a list required by subsection 1 or 2, which maymust not exceed the amount of the fee or the maximum fee specified in this subsection.

9 5.

- *SB75_R1* – 14 – 10.

For the purposes of this section, a stockholder is not deemed to exercise actual control of the daily operations of a - *SB75* – 13 – corporation based solely on the fact that the stockholder has voting control of the corporation.

The Secretary of State may establish by regulation the amount of the penalty for default.default, which must not exceed $75.

Except as otherwise provided in subsections 3 and 4 and NRS 78.152, the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact - *SB75_R1* – 15 – business pursuant to the provisions of this chapter and shall restore to the corporation its right to carry on business in this State, and to exercise its corporate 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 - *SB75* – 14 – authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the corporation or, if the corporation does not have a board of directors, the equivalent of such a board;

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

Except as otherwise provided in NRS 78.185, 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 right - *SB75_R1* – 16 – to transact business as if such right had at all times remained in full force and effect.

9.5.

NRS 78.573 is hereby amended to read as follows:

78.573 1.

The Secretary of State shall authorize a corporation whose charter has been revoked to dissolve without paying additional fees and penalties [, other than the fee for filing a certificate of dissolution required by NRS 78.780,] if the corporation provides evidence satisfactory to the Secretary of State that the corporation did not transact business in this State or as a corporation organized pursuant to the laws of this State:

(a) During the entire period for which its charter was revoked;

or (b) During a portion of the period for which its charter was revoked and the corporation paid the fees and penalties for the portion of that period in which the corporation transacted business in this State or as a corporation organized pursuant to the laws of this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

Sec.

$75,000 or less....................................................................$75 - *SB75* – 15 – Over $75,000 and not over $200,000...............................$175$200,000.................................175 Over $200,000 and not over $500,000...............................275 Over $500,000 and not over $1,000,000............................375 Over $1,000,000:

For the first $1,000,000.................................................375 For each additional $500,000 or fraction thereof..........275 8 2.

[The]The Except as otherwise provided in this section, the maximum fee which may be charged pursuant to this section:

- *SB75_R1* – 17 – (b) The product of the number of shares multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which shares may be issued and disposed of, if only shares without par value are therein provided for;

The Secretary of State may establish by regulation the amount of the fee for filing articles of incorporation, which must be based on the amount represented by the total number of shares provided for in the articles and which maymust not exceed the amount of the fee set forth in subsection 1 or the maximum fee specified in subsection 2.

Except as otherwise provided in subsection 2, no record which is written in a language other than English may be filed or - *SB75* – 16 – submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.

- *SB75_R1* – 18 – (2) A statement signed by an officer of the corporation, or some other person specifically authorized by the corporation to sign the statement, setting forth:

The Secretary of State shall not file the records required by subsection 1 for any foreign corporation whose name is not distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title, unless the written, acknowledged consent of the holder of the - *SB75* – 17 – name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.

- *SB75_R1* – 19 – (a) The principals of the corporation are licensed to practice engineering pursuant to the laws of this State;

- *SB75* – 18 – 7.

or - *SB75_R1* – 20 – (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the foreign corporation is not engaged in the practice of accounting and is not offering to practice accounting in this State.

[Foreign] Except as otherwise provided in subsection 4, foreign corporations which are nonprofit corporations and which do not have or issue shares of stock shall pay the same fees to the - *SB75* – 19 – Secretary of State as are required to be paid by nonprofit corporations organized pursuant to the laws of this State.

The Secretary of State may establish by regulation the amount of the fee that a foreign corporation, including, without limitation, a foreign corporation which is a nonprofit corporation and which does not have or issue shares of stock, must pay for filing records for initial qualification, which maymust not exceed the fee prescribed by statute for corporations or nonprofit corporations, as applicable, organized pursuant to the laws of this State or the limit specified in subsection 1.

- *SB75_R1* – 21 – Sec.

- *SB75* – 20 – (b) A statement as to whether the foreign corporation is a publicly traded company.

- *SB75_R1* – 22 – $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:

The Secretary of State may establish by regulation the amount of the fee which must be paid for filing the initial list and each annual list required by subsection 1, which maymust not exceed the amount of the fee or the maximum fee specified in this subsection.

- *SB75* – 21 – 6.

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 - *SB75_R1* – 23 – furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.

The Secretary of State may establish by regulation the amount of the penalty for default.default, which must not exceed $75.

- *SB75* – 22 – Sec.

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 elected board of directors of the foreign corporation or, if - *SB75_R1* – 24 – the foreign corporation does not have a board of directors, the equivalent of such a board;

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

- *SB75* – 23 – 5.

- *SB75_R1* – 25 – 2.

The Secretary of State may establish by regulation the amount of the fee that a corporation must pay for filing a list, the penalty added for default and the fee for reinstatement.reinstatement, which must not exceed the corresponding amount set forth in subsection 3.

If the - *SB75* – 24 – Secretary of State establishes by regulation the amount of the fee for filing a list, the penalty added for default or the fee for reinstatement, the fee for filing a list, the penalty added for default and the fee for reinstatement must be in the amount established by the Secretary of State by regulation.

18.5.

NRS 82.442 is hereby amended to read as follows:

82.442 1.

The Secretary of State shall authorize a nonprofit corporation whose charter has been revoked to dissolve without paying additional fees and penalties [, other than the fee for filing a certificate of dissolution required by NRS 82.531,] if the nonprofit corporation provides evidence satisfactory to the Secretary of State that the nonprofit corporation did not transact business in this State - *SB75_R1* – 26 – or as a nonprofit corporation organized pursuant to the laws of this State:

(a) During the entire period for which its charter was revoked;

or (b) During a portion of the period for which its charter was revoked and the nonprofit corporation paid the fees and penalties for the portion of that period in which the nonprofit corporation transacted business in this State or as a nonprofit corporation organized pursuant to the laws of this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

Sec.

and - *SB75_R1* – 27 – (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.

[Upon] Except as otherwise provided in this subsection, upon filing the initial list and each annual list pursuant to this - *SB75* – 25 – section, the foreign nonprofit corporation must pay to the Secretary of State a fee of $50.

The Secretary of State may establish by regulation the amount of the fee which must be paid for filing the initial list and each annual list pursuant to this section.section, which must not exceed $50.

For the purposes of this section, a member of a foreign nonprofit corporation is not deemed to exercise actual control of the daily operations of the foreign nonprofit corporation based solely on - *SB75_R1* – 28 – the fact that the member has voting control of the foreign nonprofit corporation.

- *SB75* – 26 – Sec.

The Secretary of State may establish by regulation the amount of the penalty for default.default, which must not exceed $50.

- *SB75_R1* – 29 – (1) The filing fee and penalty set forth in NRS 82.523 and 82.5235 for each year or portion thereof that its right to transact business was forfeited;

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $100.

- *SB75* – 27 – 2.

- *SB75_R1* – 30 – Sec.

[The] Except as otherwise provided in this subsection, the fee for filing articles of incorporation, amendments to or restatements of articles of incorporation,incorporation [,] and certificates pursuant to NRS 82.061 and 82.063 and[and records for dissolutiondissolution] is $50 for each record.

The Secretary of State may establish by regulation the fee for filing articles of incorporation.incorporation, which must not exceed $50 for each record.

- *SB75* – 28 – 2.

[The] Except as otherwise provided in this subsection, the fee for filing articles of incorporation,incorporation [,] and amendments to or restatements of articles of incorporation and[and records for dissolutiondissolution] is $50 for each record.

The Secretary of State may establish by regulation the fee for filing articles of incorporation.incorporation, which must not exceed $50 for each record.

- *SB75_R1* – 31 – (a) The fee for filing a list is $50;

The Secretary of State may establish by regulation the amount of the fee that a corporation sole must pay for filing a list, the penalty added for default and the fee for reinstatement.reinstatement, which must not exceed the corresponding amount set forth in subsection 2.

- *SB75* – 29 – Sec.

and - *SB75_R1* – 32 – (b) Upon demand, issue to the corporation a certified copy of the certificate of reinstatement.

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 - *SB75* – 30 – right to transact business as if such right had at all times remained in full force and effect.

The Secretary of State shall not accept for filing any articles of organization for any limited-liability company if the name of the limited-liabilitycompany contains the word “accountant,” - *SB75_R1* – 33 – “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the limited- liability company:

The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of - *SB75* – 31 – the limited-liability company contains the word “bank” or “trust” unless:

or - *SB75_R1* – 34 – (b) The State Board of Professional Engineers and Land Surveyors certifies that the limited-liability company is exempt from the prohibitions of NRS 625.520.

- *SB75* – 32 – (a) The State Board of Architecture, Interior Design and Residential Design certifies that:

and - *SB75_R1* – 35 – (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620.

- *SB75* – 33 – (c) The names and titles of all of its managers or, if there is no manager, all of its managing members;

- *SB75_R1* – 36 – 4.

 The Secretary of State may establish by regulation the amount of the fee which must be paid for filing the initial list required by subsection 1 and each annual list required by subsection 2.2, which must not exceed $150.

If the Secretary of State establishes by regulation the amount of such a fee, upon filing the initial list and each annual list, the limited-limited-liability liability company shall pay to the Secretary of State a fee in the amount established by the Secretary of State by regulation.

- *SB75* – 34 – 5.

- *SB75_R1* – 37 – 11.

- *SB75* – 35 – 2.

The Secretary of State may establish by regulation the amount of the penalty for default.default, which must not exceed $75.

- *SB75_R1* – 38 – (1) The list required by NRS 86.263;

and - *SB75* – 36 – (3) [A] Except as otherwise provided in this subparagraph, a fee of $300 for reinstatement.

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

If the Secretary of State establishes by regulation the amount of the fee for reinstatement, the limited-liabilitylimited- liability company must pay to the Secretary of State a fee for reinstatement in the amount established by the Secretary of State by regulation.

31.5.

NRS 86.4895 is hereby amended to read as follows:

86.4895 1.

The Secretary of State shall authorize a limited- liability company whose charter has been revoked to dissolve without paying additional fees and penalties [, other than the fee for - *SB75_R1* – 39 – filing articles of dissolution required by NRS 86.561,] if the limited- liability company provides evidence satisfactory to the Secretary of State that the limited-liability company did not transact business in this State or as a limited-liability company organized pursuant to the laws of this State:

(a) During the entire period for which its charter was revoked;

or (b) During a portion of the period for which its charter was revoked and the limited-liability company paid the fees and penalties for the portion of that period in which the limited-liability company transacted business in this State or as a limited-liability company organized pursuant to the laws of this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

Sec.

- *SB75* – 37 – (d) The address, either residence or business, of each manager or managing member listed pursuant to paragraph (c);

and - *SB75_R1* – 40 – (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.

 The Secretary of State may establish by regulation the amount of the fee which must be paid for filing the initial list and each annual list required by this section.section, which must not exceed $150.

- *SB75* – 38 – 6.

An annual list for a foreign limited-liability company not in default which is received by the Secretary of State more than 90 - *SB75_R1* – 41 – 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.

The Secretary of State may establish by regulation the amount of the penalty for -default, *SB75*which –must 39not –exceed default.$75.

- *SB75_R1* – 42 – (1) The list required by NRS 86.5461;

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

Except as otherwise provided in NRS 231.14057, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid and the revocation of - *SB75* – 40 – the right to transact business occurred only by reason of failure to pay the fees and penalties.

- *SB75_R1* – 43 – Sec.

34.5.

NRS 86.5469 is hereby amended to read as follows:

86.5469 1.

The Secretary of State shall authorize a foreign limited-liability company whose right to transact business in this State has been revoked to cancel its registration without paying additional fees and penalties [, other than the fee for filing a certificate of cancellation required by NRS 86.561,] if the foreign limited-liability company provides evidence satisfactory to the Secretary of State that the foreign limited-liability company did not transact business in this State:

(a) During the entire period for which its right to transact business in this State was revoked;

or (b) During a portion of the period for which its right to transact business in this State was revoked and the foreign limited-liability company paid the fees and penalties for the portion of that period in which the foreign limited-liability company transacted business in this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

(c) Filing[Filing the articles of dissolution of a domestic or foreign company, $100;

(d)(d)] Certifying a copy of articles of organization or an amendment to the articles, $30;

(e)[(e)] (d) Certifying an authorized printed copy of this chapter, $30;

(f)[(f)] (e) Reserving a name for a limited-liability company, $25;

(g)[(g) Filing a certificate of cancellation, $100;

(h)(h)] (f) Signing, filing or certifying any other record, $50;

and (i)[(i)] (g) Copies provided by the Office of the Secretary of State, $2 per page.

- *SB75_R1* – 44 – 4.

The Secretary of State may establish by regulation the amount of the fee for filing the original articles of organization or for registration of a foreign company.company, which must not exceed $75.

- *SB75* – 41 – Sec.

The Secretary of State may establish by regulation the fee that must accompany a certificate of registration.registration, which must not exceed $75.

A person shall not register a registered limited-liability partnership for any illegal - *SB75_R1* – 45 – purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

The name proposed for a registered limited- liability partnership must contain the words “Limited-Liability - *SB75* – 42 – Partnership” or “Registered Limited-Liability Partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of the name and must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title.

The Secretary of State shall not accept for filing any certificate of registration or certificate of amendment of a certificate of registration of any registered limited-liability partnership formed or existing pursuant to the laws of this State which provides that the - *SB75_R1* – 46 – name of the registered limited-liability partnership contains the word “bank” or “trust” unless:

- *SB75* – 43 – 5.

- *SB75_R1* – 47 – (a) The State Board of Architecture, Interior Design and Residential Design certifies that:

or - *SB75* – 44 – (b) The principals of the registered limited-liability partnership present documentation satisfactory to the Secretary of State showing that:

38.5.

NRS 87.470 is hereby amended to read as follows:

87.470 The registration of a registered limited-liability partnership is effective until:

- *SB75_R1* – 48 – 1.

Its certificate of registration is revoked pursuant to NRS 87.520;

or 2.

The registered limited-liability partnership files with the Secretary of State a notice of withdrawal signed by a managing partner.

[The notice must be accompanied by a fee of $100.] Sec.

- *SB75* – 45 – (a) The name of the registered limited-liability partnership;

- *SB75_R1* – 49 – (b) Each annual list required by subsection 1, the registered limited-liability partnership shall pay to the Secretary of State a fee of $150.

 The Secretary of State may establish by regulation the amount of the fee which must be paid for filing the initial list and each annual list required by subsection 1.1, which must not exceed $150.

Except as otherwise provided in subsection 4, if a managing partner of a registered limited-liability partnership resigns and the - *SB75* – 46 – 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.

- *SB75_R1* – 50 – 10.

If, after the registered limited-liability partnership is deemed to be in default, the Administrator notifies the Secretary of State that the registered limited-liability partnership has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the - *SB75* – 47 – registered limited-liability partnership if the registered limited- liability partnership complies with the requirements for reinstatement as provided in this section and NRS 87.530.

The Secretary of State may establish by regulation the amount of the penalty that must be paid by a registered limited-liability partnership that is in default.default, which must not exceed $75.

If a registered limited-liability partnership fails to pay the amount that is due, the certificate of registration of the registered limited-liability partnership shall be deemed revoked immediately after the last day of the month in which the anniversary date of the filing of the certificate of registration occurs, and the Secretary of - *SB75_R1* – 51 – State shall notify the registered limited-liability partnership, by providing written notice to its registered agent or, if the registered limited-liability partnership does not have a registered agent, to a managing partner, that its certificate of registration is revoked.

and (3) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is - *SB75* – 48 – authorized by a court of competent jurisdiction in this State or by the duly selected managing partners of the registered limited- liability partnership.

The Secretary of State may establish by regulation the amount of the reinstatement fee.fee, which must not exceed $300.

- *SB75_R1* – 52 – 4.

41.5.

NRS 87.533 is hereby amended to read as follows:

87.533 1.

The Secretary of State shall authorize a registered limited-liability partnership whose certificate of registration has been revoked to dissolve without paying additional fees and penalties [, other than the fee for filing a notice of withdrawal required by NRS 87.470,] if the registered limited-liability partnership provides evidence satisfactory to the Secretary of State that the registered limited-liability partnership did not transact business in this State or as a registered limited-liability partnership organized pursuant to the laws of this State:

(a) During the entire period for which its certificate of registration was revoked;

or (b) During a portion of the period for which its certificate of registration was revoked and the registered limited-liability partnership paid the fees and penalties for the portion of that period in which the registered limited-liability partnership transacted business in this State or as a registered limited-liability partnership organized pursuant to the laws of this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

Sec.

- *SB75* – 49 – (a) The name of the foreign registered limited-liability partnership;

- *SB75_R1* – 53 – (d) The address, either residence or business, of each managing partner;

 The Secretary of State may establish by regulation the amount of the fee which must be paid for filing the initial list and each annual list required by this section.section, which must not exceed $150.

If the Secretary of State establishes by regulation the amount of such a fee, upon filing the initial list and each annual list, the foreign registered limited-limited-liability liability partnership shall pay to the Secretary of State a fee in the amount established by the Secretary of State by regulation.

- *SB75* – 50 – 5.

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 - *SB75_R1* – 54 – partnership or the managing partner shall pay to the Secretary of State a fee of $75 to file the resignation.

[For] Except as otherwise provided in this subsection, for default there must be added to the amount of the fee a penalty of $75, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign registered limited-liability partnership occurs, the - *SB75* – 51 – defaulting foreign registered limited-liability partnership by reason of its default forfeits its right to transact any business within this State.

The Secretary of State may establish by regulation the amount of the penalty that must be paid by a foreign registered - *SB75_R1* – 55 – limited-liability partnership that is in default.default, which must not exceed $75.

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

- *SB75* – 52 – 3.

Except as otherwise provided in NRS 231.14057, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid and the revocation of - *SB75_R1* – 56 – the right to transact business occurred only by reason of failure to pay the fees and penalties.

The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the - *SB75* – 53 – Nevada State Board of Accountancy certifies that the limited partnership:

- *SB75_R1* – 57 – (a) Is registered pursuant to the provisions of chapter 628 of NRS;

Except as otherwise provided in subsection 5, the Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant - *SB75* – 54 – to the laws of this State which provides that the name of the limited partnership contains the words “architect,” “architecture,” - *SB75_R1* – 58 – “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless [the] :

- *SB75* – 55 – Sec.

87A.270 [No] - *SB75_R1* – 59 – 1.

- *SB75* – 56 – 3.

- *SB75_R1* – 60 – (a) The initial list required by subsection 1, pay to the Secretary of State a fee of $150.

 The Secretary of State may establish by regulation the amount of the fee which must be paid by a limited partnership for filing the initial list and each annual list required by subsection 1.1, which must not exceed $150.

 The Secretary of State may establish by regulation the amount of the fee which must be paid by a registered limited-liability limited partnership for filing the initial list and each annual list required by subsection 1.1, which must not exceed $150.

- *SB75**SB75_R1* – 5761 – 8.

If, after the limited partnership is deemed to be in default, the Administrator notifies the Secretary of State that the limited partnership has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the limited - *SB75**SB75_R1* – 5862 – partnership if the limited partnership complies with the requirements for reinstatement as provided in this section and NRS 87A.310.

The Secretary of State may establish by regulation the amount of the penalty that must be paid for default.default, which must not exceed $75.

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

- *SB75_R1* – 63 – 2.

and - *SB75* – 59 – (b) Pays the required fees pursuant to NRS 87A.315.

The Secretary of State may establish by regulation the fee for filing a certificate of limited partnership or for registering a foreign limited partnership.partnership, which must not exceed $75.

8.- *SB75_R1* – 64 – [8.

For filing a certificate of cancellation of a limited partnership or a certificate of cancellation of the registration of a foreign limited partnership, $100.$100.]  Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.

Sec. Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.

-50.5. *SB75* – 60 – Sec.

NRS 87A.488 is hereby amended to read as follows:

87A.488 1.

The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without paying additional fees and penalties [, other than the fee for filing a certificate of cancellation required by NRS 87A.315,] if the limited partnership provides evidence satisfactory to the Secretary of State that the limited partnership did not transact business in this State or as a limited partnership organized pursuant to the laws of this State:

(a) During the entire period for which its certificate of limited partnership was revoked;

or (b) During a portion of the period for which its certificate of limited partnership was revoked and the limited partnership paid the fees and penalties for the portion of that period in which the limited partnership transacted business in this State or as a limited partnership organized pursuant to the laws of this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

Sec.

and (e) The signature of a general partner of the foreign limited partnership, or some other person specifically authorized by the - *SB75_R1* – 65 – foreign limited partnership to sign the list, certifying that the list is true, complete and accurate.

 The Secretary of State may establish by regulation the amount of the fee which must be paid for filing the initial list and each annual list required by this section.section, which must not exceed $150.

If the Secretary of State establishes by regulation the amount of such a fee, upon filing the initial list and each annual list, the foreign limited partnership - *SB75* – 61 – shall pay to the Secretary of State a fee in the amount established by the Secretary of State by regulation.

Failure of any foreign limited partnership to receive a - *SB75_R1* – 66 – notice does not excuse it from the penalty imposed by the provisions of NRS 87A.560 to 87A.600, inclusive.

- *SB75* – 62 – 2.

The Secretary of State may establish by regulation the amount of the penalty that must be paid for default.default, which must not exceed $75.

- *SB75_R1* – 67 – (a) Files with the Secretary of State:

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

When the Secretary of State reinstates the foreign limited partnership, the Secretary of State shall issue to the foreign limited - *SB75* – 63 – partnership a certificate of reinstatement if the foreign limited partnership:

- *SB75_R1* – 68 – Sec.

53.5.

NRS 87A.602 is hereby amended to read as follows:

87A.602 1.

The Secretary of State shall authorize a foreign limited partnership whose right to transact business in this State has been revoked to cancel its registration in this State without paying additional fees and penalties [, other than the fee for filing a certificate of cancellation required by NRS 87A.315,] if the foreign limited partnership provides evidence satisfactory to the Secretary of State that the foreign limited partnership did not transact business in this State:

(a) During the entire period for which its registration in this State was revoked;

or (b) During a portion of the period for which its registration in this State was revoked and the foreign limited partnership paid the fees and penalties for the portion of that period in which the foreign limited partnership transacted business in this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

- *SB75**SB75_R1* – 6469 – 3.

or - *SB75**SB75_R1* – 6570 – (b) The State Board of Professional Engineers and Land Surveyors certifies that the limited partnership is exempt from the prohibitions of NRS 625.520.

- *SB75**SB75_R1* – 6671 – 9.

(b) The limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or - *SB75**SB75_R1* – 6772 – forged instrument for filing in the Office of the Secretary of State;

 The Secretary of State may establish by regulation the amount of the fee which must be paid by a limited partnership for filing the initial list and each annual list required by subsection 1.1, which must not exceed $150.

- *SB75_R1* – 73 – 7.

The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each - *SB75* – 68 – 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 3 or 4, as appropriate, and a reminder to file the annual list required pursuant to subsection 1.

Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited partnership which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to - *SB75_R1* – 74 – NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the - *SB75* – 69 – limited partnership to be in default.

The Secretary of State may establish by regulation the amount of the penalty that must be paid for default.default, which must not exceed $75.

The Secretary of State may - *SB75_R1* – 75 – establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

If the Secretary of State establishes by regulation the amount of the fee for reinstatement, the limited partnership must pay to the - *SB75* – 70 – Secretary of State a fee for reinstatement in the amount established by the Secretary of State by regulation.

The Secretary of State may establish by regulation the amount of the fee for filing a certificate of limited partnership or for registering a foreign limited partnership.partnership, which must not exceed $75.

- *SB75_R1* – 76 – 4.

- *SB75* – 71 – 7.

8.[8.

For filing a certificate of cancellation of a limited partnership, $100.$100.]  Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.

 Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.

59.5.

NRS 88.548 is hereby amended to read as follows:

88.548 1.

The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without paying additional fees and penalties [, other than the fee for filing a certificate of cancellation required by NRS 88.415,] if the limited partnership provides evidence satisfactory to the Secretary of State that the limited partnership did not transact business in this State or as a limited partnership organized pursuant to the laws of this State:

(a) During the entire period for which its certificate of limited partnership was revoked;

or (b) During a portion of the period for which its certificate of limited partnership was revoked and the limited partnership paid the fees and penalties for the portion of that period in which the limited partnership transacted business in this State or as a limited partnership organized pursuant to the laws of this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

Sec.

- *SB75_R1* – 77 – (b) The file number of the foreign limited partnership, if known;

- *SB75* – 72 – (b) Each annual list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $150.

 The Secretary of State may establish by regulation the amount of the fee for filing the initial list and each annual list required by this section.section, which must not exceed $150.

- *SB75_R1* – 78 – 6.

- *SB75* – 73 – 11.

The Secretary of State may establish by regulation the amount of the penalty that must be paid for default.default, which must not exceed $75.

- *SB75_R1* – 79 – Sec.

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

If - *SB75* – 74 – the Secretary of State establishes by regulation the amount of the fee for reinstatement, the foreign limited partnership must pay to the Secretary of State a fee for reinstatement in the amount established by the Secretary of State by regulation.

If the right of a foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of - *SB75_R1* – 80 – this chapter and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.

62.5.

NRS 88.5947 is hereby amended to read as follows:

88.5947 1.

The Secretary of State shall authorize a foreign limited partnership whose right to transact business in this State has been revoked to cancel its registration in this State without paying additional fees and penalties [, other than the fee for filing a certificate of cancellation required by NRS 88.415,] if the foreign limited partnership provides evidence satisfactory to the Secretary of State that the foreign limited partnership did not transact business in this State:

(a) During the entire period for which its registration in this State was revoked;

or (b) During a portion of the period for which its registration in this State was revoked and the foreign limited partnership paid the fees and penalties for the portion of that period in which the foreign limited partnership transacted business in this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

Sec.

(b) The business trust acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or - *SB75**SB75_R1* – 7581 – forged instrument for filing in the Office of the Secretary of State;

 The Secretary of State may establish by regulation the amount of the fee for filing the initial list and each annual list required by subsection 1.1, which must not exceed $150.

A person who files with the Secretary of State an initial list or annual list required by subsection 1 which identifies a trustee with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a trustee in furtherance - *SB75_R1* – 82 – of any unlawful conduct is subject to the penalty set forth in NRS 225.084.

- *SB75* – 76 – 8.

The Secretary of State may establish by regulation the amount of the penalty that must be paid for default.default, which must not exceed $75.

The Secretary of State may - *SB75_R1* – 83 – establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

If the Secretary of State establishes by regulation the amount of the - *SB75* – 77 – fee for reinstatement, the business trust must pay to the Secretary of State a fee for reinstatement in the amount established by the Secretary of State by regulation.

65.5.

NRS 88A.665 is hereby amended to read as follows:

88A.665 1.

The Secretary of State shall authorize a business trust whose certificate of trust has been revoked to cancel its certificate of trust without paying additional fees and penalties [, other than the fee for filing a certificate of cancellation required by NRS 88A.900,] if the business trust provides evidence satisfactory to the Secretary of State that the business trust did not transact business in this State or as a business trust organized pursuant to the laws of this State:

(a) During the entire period for which its certificate of trust was revoked;

or (b) During a portion of the period for which its certificate of trust was revoked and the business trust paid the fees and penalties for the portion of that period in which the business trust transacted business in this State or as a business trust organized pursuant to the laws of this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

- *SB75_R1* – 84 – Sec.

- *SB75* – 78 – (a) The foreign business trust has complied with the provisions of chapter 76 of NRS;

 The Secretary of State may establish by regulation the amount of the fee for filing the initial list and each annual list required by this section.section, which must not exceed $150.

If the Secretary of State establishes by regulation the amount of such a fee, upon filing the initial list and each annual list, the foreign business trust shall pay - *SB75_R1* – 85 – to the Secretary of State a fee in the amount established by the Secretary of State by regulation.

- *SB75* – 79 – 8.

- *SB75_R1* – 86 – Sec.

The Secretary of State may establish by regulation the amount of the penalty that must be paid for default.default, which must not exceed $75.

- *SB75* – 80 – (2) The information required pursuant to NRS 77.310;

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

- *SB75_R1* – 87 – 2.

68.5.

NRS 88A.739 is hereby amended to read as follows:

88A.739 1.

The Secretary of State shall authorize a foreign business trust whose right to transact business in this State has been revoked to cancel its registration in this State without paying additional fees and penalties [, other than the fee for filing a certificate of cancellation required by NRS 88A.900,] if the foreign business trust provides evidence satisfactory to the Secretary of State that the foreign business trust did not transact business in this State:

(a) During the entire period for which its right to transact business in this State was revoked;

or (b) During a portion of the period for which its right to transact business in this State was revoked and the foreign business trust paid the fees and penalties for the portion of that period in which the foreign business trust transacted business in this State.

2.

The Secretary of State may adopt regulations to administer the provisions of this section.

Sec.

The Secretary of State may establish by regulation the amount of the fee for filing an original certificate - *SB75_R1* – 88 – of trust or for registering a foreign business trust.trust, which must not exceed $75.

If the Secretary - *SB75* – 81 – of State establishes by regulation the amount of such a fee, the amount of the fee for filing an original certificate of trust, or for registering a foreign business trust, must be the amount established by the Secretary of State by regulation.

Filing[Filing a certificate of cancellation, $100.

4.4.] Certifying a copy of a certificate of trust or an amendment or restatement, or a combination thereof, $30 per certification.

Certifying[5.] a4. copy of a certificate of trust or an amendment or restatement, or a combination thereof, $30 per certification.

5.

6.[6.] 5.

7.[7.] 6.

8.[8.] 7.

9.[9.] 8.

10.[10.] 9.

11.[11.] 10.

Each - *SB75_R1* – 89 – copy of amendments so filed must be certified as true and correct and be accompanied by a filing fee of $175.

- *SB75* – 82 – 2.

The Secretary of State may establish by regulation the fee for filing a copy of the articles of association, which is required by subsection 1.1, which must not exceed $75.

- *SB75_R1* – 90 – (b) Certifying that all members and employees who render professional service are licensed or otherwise authorized by law to render professional service in this State;

and (c) Certifying that all members who are not licensed to render professional service in this State do not render professional service - *SB75* – 83 – on behalf of the professional association except as authorized by law.

 The Secretary of State may establish by regulation the amount of the fee for filing the initial list and each annual list required by this section.section, which must not exceed $150.

- *SB75_R1* – 91 – 6.

- *SB75* – 84 – 7.

The Secretary of State may establish by regulation the amount of the penalty that must be paid for default.default, which must not exceed $75.

- *SB75_R1* – 92 – (1) The filing fee and penalty set forth in NRS 89.250 and 89.252 for each year or portion thereof during which the articles of association have been revoked;

The Secretary of State may establish by regulation the amount of the fee for reinstatement.reinstatement, which must not exceed $300.

If the Secretary of State establishes by regulation the amount of the - *SB75* – 85 – fee for reinstatement, the professional association must pay to the Secretary of State a fee for reinstatement in the amount established by the Secretary of State by regulation.

- *SB75_R1* – 93 – (a) The Legislative, Executive and Judicial Departments of the State Government;

Except as otherwise provided in subsection 2, no document which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant - *SB75* – 86 – to the provisions of this chapter unless it is accompanied by a verified translation of the document into the English language.

- *SB75_R1* – 94 – (a) Be signed and verified by the applicant or by a member of the firm or an officer of the corporation or association applying.

A mark and its registration are assignable with the good will of the business in which the mark is used, or with that part - *SB75* – 87 – of the good will of the business connected with the use of and symbolized by the mark.

- *SB75_R1* – 95 – Sec.

79.3.

Chapter 623 of NRS is hereby amended by adding thereto a new section to read as follows:

The Board may, in lieu of all examinations for a certificate of registration to practice architecture, accept satisfactory evidence that an applicant is a laureate of the Pritzker Architecture Prize.

79.7.

NRS 78.780 is hereby repealed.

Sec.

HTEXT -OF *SB75*REPEALED SECTION 78.780 Filing fee:

Certificate of dissolution.

The fee for payment of capital and beginning of business, is $100.

before or after H - *SB75_R1*