PocketLaw | Nevada Revised Statutes | Limited-Liability Companies

Limited-Liability Companies

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Definitions.

"Articles" and "articles of organization" defined.

"Bankrupt" defined.

"Foreign limited-liability company" defined.

"Limited-liability company" and "company" defined.

"Majority in interest" defined.

"Manager" defined.

"Member" defined.

"Member’s interest" defined.

"Noneconomic member" defined.

"Operating agreement" defined.

"Personal representative" defined.

"Real property" defined.

"Registered agent" defined.

"Registered office" defined.

Applicability of chapter to foreign and interstate commerce.

Amendment or repeal of provisions of chapter; chapter deemed part of articles of company.

Secretary of State authorized to adopt certain regulations to allow limited-liability company to carry out powers and duties through most recent technology.

Company records: Manner of storage; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

Purpose for organization; prohibition against organization of limited-liability company for certain illegal purposes.

Filing requirements.

Perpetual existence of company.

Articles of organization: Required and optional provisions.

Name of company: Distinguishable name required; availability of name of revoked, merged or otherwise terminated company; limitations; regulations.

Name of company: Reservation; injunctive relief.

Commencement of organizational existence.

Articles of organization: Notice imparted by filing.

Penalty for purporting to do business as limited-liability company without filing articles of organization; enforcement; regulations.

Amendment of articles of organization before issuance of member’s interest.

Amendment and restatement of articles of organization.

Filing and effectiveness of certificate of amendment or judicial decree of amendment.

Registered agent required; address of registered office.

Registered agent of series; service of process, notice or demand upon series.

Maintenance of records at principal office in State or with custodian of records; right of members and managers to obtain or examine records.

Denial of right to obtain or examine records; action to enforce right to obtain or examine records; defense to action for penalties or damages; authority of court to compel production of records.

Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers; requirement to assist in criminal investigation; failure to comply; regulations.

Resignation of registered agent or termination of registration of commercial registered agent.

Service of process, notice or demand upon registered agent.

Filing requirements; fees; notice; regulations.

Additional filing requirements for certain companies: Criteria; statement; fees.

Certificate of authorization to transact business.

Addresses of managers and members required; failure to file.

Defaulting companies: Identification; reinstatement; penalty.

Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets.

Defaulting companies: Conditions and procedure for reinstatement.

Defaulting companies: Reinstatement under old or new name; regulations.

General powers.

Operating agreement.

Management.

Noneconomic members.

Classes of members or managers; series of members.

Duties of manager or managing member.

Limitation on authority to contract debt or incur liability.

Acquisition, ownership and disposition of property by company and series.

Contributions to capital: Form.

Admission of members; member has no preemptive right to acquire certain interests; exception.

Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws.

Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal.

Distribution of profits.

Distribution of profits and contributions: Prohibition; applicable determinations; liability of member for violation.

Distributions: Limitations applicable to restricted limited-liability companies.

Distributions: Form; status of member or transferee.

Nature and transfer of member’s interest; rights of transferee; substituted members.

Liability of persons assuming to act as company without authority.

Liability of member or manager for debts or liabilities of company.

Liability of person who acts as alter ego of company for debts or liabilities of company.

Member of company is not proper party in proceeding by or against company; exception.

Liability of member to company.

Rights and remedies of creditor of member.

Indemnification of manager, member, employee or agent: Proceeding other than by company.

Indemnification of manager, member, employee or agent: Proceeding by company.

Indemnification of manager, member, employee or agent: Scope; authorization.

Indemnification of member or manager: Advancement of expenses.

Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status.

Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent.

Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent.

Exclusion of company which provides self-insurance from title 57 of NRS.

Authority of member to bring action.

Qualifications of plaintiff.

Pleading.

Expenses.

Dissolution before commencement of business; limitations.

Events requiring dissolution and winding up of affairs; powers and duties of person winding up affairs; effect of certain events affecting member.

Dissolution by decree of court; termination of series by decree of court.

Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company or its managers or members.

Distribution of assets after dissolution.

Articles of dissolution: Required provisions.

Filing and effectiveness of articles of dissolution; powers of trustees of dissolved company.

Creditors’ proofs of claims; when participation barred; notice.

Law governing organization, internal affairs and liability of managers and members.

Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration.

Issuance of certificate of registration by Secretary of State.

Name for registration.

Cancellation of registration.

Penalty for transacting business without registration; enforcement; regulations.

Action by Attorney General to restrain transaction of business.

Issuance of occupational or professional license to limited-liability company by board or commission; regulations.

Form required for filing of records.

Fees.

Procedure to submit replacement page to Secretary of State before actual filing of record.

Filing of records written in language other than English.

Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

Waiver of notice.

Renewal or revival of charter: Procedure; fee; certificate as evidence.

Renewal or revival of charter: Status of company.

Section
86.1252

"Restricted limited-liability company" defined.

Section
86.1255

"Series" and "series of members" defined.

Section
86.4895

Dissolution of company whose charter has been revoked without additional fees and penalties; regulations.

Section
86.5411

Application of creditors or members of insolvent company for injunction and appointment of receiver or trustee; hearing.

Section
86.5412

Appointment of receiver or trustee of insolvent company: Powers.

Section
86.5413

Property and privileges of insolvent company vest in appointed receiver.

Section
86.5414

Company may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving company and forfeiting charter.

Section
86.5415

Members’ application for injunction and appointment of receiver when company mismanaged.

Section
86.5416

Reorganization of company by majority of members during receivership.

Section
86.5417

Powers of district court.

Section
86.5418

Receiver to take possession of company assets upon court order.

Section
86.5419

Inventory, lists of debts and reports by receiver.

Section
86.5421

Creditors’ claims to be in writing under oath; examination of claimants.

Section
86.5422

Action on creditors’ claims; appeal of disallowed claims.

Section
86.5423

Substitution of receiver as party; abatement of actions.

Section
86.5424

Sales of encumbered or deteriorating property.

Section
86.5425

Compensation, costs and expenses of receiver.

Section
86.5426

Distribution of money to creditors and members.

Section
86.5427

Acts of majority of receivers effectual; removal and vacancies.

Section
86.5428

Employees’ liens for wages when company insolvent.

Section
86.5461

Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations.

Section
86.5462

Additional filing requirements for certain companies: Criteria; statement; fees.

Section
86.5463

Certificate of authorization to transact business.

Section
86.5464

Addresses of managers or managing members required; failure to file.

Section
86.5465

Defaulting companies: Identification; forfeiture of right to transact business; penalty.

Section
86.5466

Defaulting companies: Duties of Secretary of State.

Section
86.5467

Defaulting companies: Conditions and procedure for reinstatement.

Section
86.5468

Defaulting companies: Reinstatement or revival under old or new name; regulations.

Section
86.5469

Cancellation of registration without additional fees and penalties; regulations.

Section
86.5475

Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of company.

Section
86.5483

Activities not constituting transaction of business. [Effective through December 31, 2019.]

Section
86.5483

Activities not constituting transaction of business. [Effective January 1, 2020.]

Section
86.5487

Determination of whether solicitation is made or accepted.

Section
86.54615

List 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.