Nev. Rev. Stat. ch. 86 – Limited-Liability Companies | Midpage

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Nevada Revised Statutes

Chapter 86

Nev. Rev. Stat. ch. 86

Limited-Liability Companies

86.011Definitions 86.022“Articles” and “articles of organization” defined 86.031“Bankrupt” defined 86.051“Foreign limited-liability company” defined 86.055“In interest” defined 86.061“Limited-liability company” and “company” defined 86.071“Manager” defined 86.081“Member” defined 86.091“Member’s interest” defined 86.095“Noneconomic member” defined 86.101“Operating agreement” defined 86.105“Personal representative” defined 86.111“Real property” defined 86.118“Registered agent” defined 86.121“Registered office” defined 86.1252“Restricted limited-liability company” defined 86.1255“Series” and “series of members” defined 86.131Applicability of chapter to foreign and interstate commerce 86.135Amendment or repeal of provisions of chapter; chapter deemed part of articles of company 86.137Secretary of State authorized to adopt certain regulations to allow limited-liability company to carry out powers and duties through most recent technology 86.138Company records: Manner of storage; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records 86.141Purpose for organization; prohibition against organization of limited-liability company for certain illegal purposes 86.151Filing requirements 86.155Perpetual existence of company 86.161Articles of organization: Required and optional provisions 86.171Name of company: Distinguishable name required; availability of name of revoked, merged or otherwise terminated company; limitations; regulations 86.176Name of company: Reservation; injunctive relief 86.201Commencement of organizational existence 86.211Articles of organization: Notice imparted by filing 86.213Penalty for purporting to do business as limited-liability company without filing articles of organization; enforcement; regulations 86.216Amendment of articles of organization before issuance of member’s interest 86.221Amendment and restatement of articles of organization 86.226Filing and effectiveness of certificate of amendment or judicial decree of amendment 86.231Registered agent required; address of registered office 86.236Registered agent of series; service of process, notice or demand upon series 86.241Maintenance of records at principal office in State or with custodian of records; right of members and managers to obtain or examine records 86.243Denial of right to obtain or examine records; action to enforce right to obtain or examine records; defense to action for penalties or damages; authority of court to compel production of records 86.246Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers; requirement to assist in criminal investigation; failure to comply; regulations 86.251Resignation of registered agent or termination of registration of commercial registered agent 86.261Service of process, notice or demand upon registered agent 86.263Filing requirements; fees; notice; regulations 86.264Additional filing requirements for certain companies: Criteria; statement; fees 86.266Certificate of authorization to transact business 86.269Addresses of managers and members required; failure to file 86.272Defaulting companies: Identification; reinstatement; penalty 86.274Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets 86.276Defaulting companies: Conditions and procedure for reinstatement 86.278Defaulting companies: Reinstatement under old or new name; regulations 86.279“Distribution” defined 86.281General powers 86.286Operating agreement 86.291Management 86.293Noneconomic members 86.296Classes of members or managers; series of members 86.298Duties of manager or managing member 86.301Limitation on authority to contract debt or incur liability 86.311Acquisition, ownership and disposition of property by company and series 86.321Contributions to capital: Form 86.326Admission of members; member has no preemptive right to acquire certain interests; exception 86.331Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws 86.335Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal 86.341Distributions: Generally 86.343Distributions: Prohibition; applicable determinations; liability of member for violation 86.345Distributions: Limitations applicable to restricted limited-liability companies 86.346Distributions: Form; status of member or transferee 86.351Nature and transfer of member’s interest; rights of transferee; substituted members 86.361Liability of persons assuming to act as company without authority 86.371Liability of member or manager for debts or liabilities of company 86.376Liability of person who acts as alter ego of company for debts or liabilities of company 86.381Member of company is not proper party in proceeding by or against company; exception 86.391Liability of member to company 86.401Rights and remedies of creditor of member 86.411Indemnification of manager, member, employee or agent: Proceeding other than by company 86.421Indemnification of manager, member, employee or agent: Proceeding by company 86.431Indemnification of manager, member, employee or agent: Scope; authorization 86.441Indemnification of member or manager: Advancement of expenses 86.451Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status 86.461Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent 86.471Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent 86.481Exclusion of company which provides self-insurance from title 57 of NRS 86.483Authority of member to bring action 86.485Qualifications of plaintiff 86.487Pleading 86.489Expenses 86.4895Dissolution of company whose charter has been revoked without additional fees and penalties; regulations 86.490Dissolution before commencement of business; limitations 86.491Events requiring dissolution and winding up of affairs; powers and duties of person winding up affairs; effect of certain events affecting member 86.495Dissolution by decree of court; termination of series by decree of court 86.505Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company or its managers or members 86.521Distribution of assets after dissolution 86.531Articles of dissolution: Required provisions and signatories 86.541Filing and effectiveness of articles of dissolution; powers of trustees of dissolved company 86.5411Application of creditors or members of insolvent company for injunction and appointment of receiver or trustee; hearing 86.5412Appointment of receiver or trustee of insolvent company: Powers 86.5413Property and privileges of insolvent company vest in appointed receiver 86.5414Company may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving company and forfeiting charter 86.5415Members’ application for injunction and appointment of receiver when company mismanaged 86.5416Reorganization of company by majority in interest of members during receivership 86.5417Powers of district court 86.5418Receiver to take possession of company assets upon court order 86.5419Inventory, lists of debts and reports by receiver 86.542Creditors’ proofs of claims; when participation barred; notice 86.5421Creditors’ claims to be in writing under oath; examination of claimants 86.5422Action on creditors’ claims; appeal of disallowed claims 86.5423Substitution of receiver as party; abatement of actions 86.5424Sales of encumbered or deteriorating property 86.5425Compensation, costs and expenses of receiver 86.5426Distribution of money to creditors and members 86.5427Acts of majority of receivers effectual; removal and vacancies 86.5428Employees’ liens for wages when company insolvent 86.543Law governing organization, internal affairs and liability of managers and members 86.544Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration 86.545Issuance of certificate of registration by Secretary of State 86.546Name for registration 86.5461Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations 86.54615List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations 86.5462Additional filing requirements for certain companies: Criteria; statement; fees 86.5463Certificate of authorization to transact business 86.5464Addresses of managers or managing members required; failure to file 86.5465Defaulting companies: Identification; forfeiture of right to transact business; penalty 86.5466Defaulting companies: Duties of Secretary of State 86.5467Defaulting companies: Conditions and procedure for reinstatement 86.5468Defaulting companies: Reinstatement or revival under old or new name; regulations 86.5469Cancellation of registration without additional fees and penalties; regulations 86.547Cancellation of registration 86.5475Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of company 86.548Penalty for transacting business without registration; enforcement; regulations 86.5483Activities not constituting transaction of business 86.5487Determination of whether solicitation is made or accepted 86.549Action by Attorney General to restrain transaction of business 86.555Issuance of occupational or professional license to limited-liability company by board or commission; regulations 86.557Form required for filing of records 86.561Fees 86.563Procedure to submit replacement page to Secretary of State before actual filing of record 86.566Filing of records written in language other than English 86.568Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings 86.571Waiver of notice 86.580Renewal or revival of charter: Procedure; fee; certificate as evidence 86.590Renewal or revival of charter: Status of company