Revises provisions governing limited-liability companies. (BDR 7-131)

A.B. 373

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ASSEMBLY BILL NO. 373–ASSEMBLYMEMBER HAFEN

MARCH 6, 2025
____________

Referred to Committee on Judiciary

SUMMARY—Revises provisions governing limited-liability
companies. (BDR 7-131)

FISCAL NOTE: Effect on Local Government: No.
Effect on the State: Yes.

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EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted.

AN ACT relating to business associations; reducing fees related to
creating and dissolving limited-liability companies under
certain circumstances ; and providing other matters
properly relating thereto.
Legislative Counsel’s Digest:
Existing law authorizes one or more persons to form and conduct business as a 1
limited-liability company by: (1) filing articles of organization with the Secretary of 2
State and paying a filing fee of $75; (2) filing an initial list containing certain 3
information about the limited -liability company with the Secretary of State and 4
paying a filing fee of $150; and (3) obtaining a state business license from the 5
Secretary of State and paying a fee of $200 for the issuance of the license. (NRS 6
76.100, 86.151, 86.263, 86.561) Sections 1-3 of this bill reduce these fees to $25, 7
respectively, if the articles of organization of the limited -liability company include 8
an initial manager or member who has received unemployment compensation 9
within the 7 days immediately preceding the date of the filing of the articles of 10
organization. 11
Additionally, existing law authorizes a limited -liability company to dissolve 12
under certain circumstances and imposes a fee of $100 for the filing of the articles 13
of dissolution with the Secretary of State. (NRS 86.4895 -86.541, 86.561) Section 3 14
reduces the fee to $25. 15

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

Section 1. NRS 76.100 is hereby amended to read as follows: 1
76.100 1. A person shall not conduct a business in this State 2
unless and until the person obtains a state business license issued by 3
the Secretary of State. If the person is: 4

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(a) An entity required to file an initial or annual list with the 1
Secretary of State pursuant to this title, the person must obtain the 2
state business license at the time of filing the initial or annual list. 3
(b) Not an entity required to file an initial or annual list with the 4
Secretary of State pursuant to this title, the person must obtain the 5
state business license before conducting a business in this State. 6
2. An application for a state business license must: 7
(a) Be made upon a form prescribed by the Secretary of State; 8
(b) Set forth the name under which the applicant transacts or 9
intends to transact business, or if the applicant is an entity organized 10
pursuant to this title and on file with the Secretary of State, the exact 11
name on file with the Secretary of State, the business identification 12
number as assigned by the Secretary of State pursuant to NRS 13
225.082, and the location in this State of the place or places of 14
business; 15
(c) Be accompanied by a fee in the amount of $200, except that 16
if the applicant is [a] : 17
(1) A limited -liability company whose original articles of 18
organization include an initial manager or member who has 19
received unemployment compensation within the 7 days 20
immediately preceding the date of the filing of the articles of 21
organization, a fee of $25; or 22
(2) A corporation organized pursuant to chapter 78, 78A or 23
78B of NRS, or a foreign corporation required to file an initial or 24
annual list with the Secretary of State pursuant to chapter 80 of 25
NRS, [the application must be accompanied by] a fee of $500; and 26
(d) Include any other information that the Secretary of State 27
deems necessary. 28
 If the applicant is an entity organized pursuant to this title and on 29
file with the Secretary of State and the applicant has no location in 30
this State of its place of business, the address of its registered agent 31
shall be deemed to be the location in this State of its place of 32
business. 33
3. The application must be signed pursuant to NRS 239.330 by: 34
(a) The owner of a business that is owned by a natural person. 35
(b) A member or partner of an association or partnership. 36
(c) A general partner of a limited partnership. 37
(d) A managing partner of a limited-liability partnership. 38
(e) A manager or managing member of a limited -liability 39
company. 40
(f) An officer of a corporation or some other person specifically 41
authorized by the corporation to sign the application. 42
4. If the application for a state business license is defective in 43
any respect or the fee required by this section is not paid, the 44

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Secretary of State may return the application for correction or 1
payment. 2
5. A state business license issued pursuan t to this section must 3
contain the business identification number assigned by the Secretary 4
of State pursuant to NRS 225.082. 5
6. The state business license required to be obtained pursuant 6
to this section is in addition to any license to conduct business that 7
must be obtained from the local jurisdiction in which the business is 8
being conducted. 9
7. For the purposes of this chapter, a person: 10
(a) Shall be deemed to conduct a business in this State if a 11
business for which the person is responsible: 12
(1) Is organized pursuant to this title, other than a business 13
organized pursuant to: 14
(I) Chapter 82 or 84 of NRS; or 15
(II) Chapter 81 of NRS if the business is a nonprofit unit -16
owners’ association or a nonprofit religious, charitable, fraternal or 17
other organization that qualifies as a tax -exempt organization 18
pursuant to 26 U.S.C. § 501(c); 19
(2) Has an office or other base of operations in this State; 20
(3) Except as otherwise provided in NRS 76.103, has a 21
registered agent in this State; or 22
(4) Pays wa ges or other remuneration to a natural person 23
who performs in this State any of the duties for which he or she is 24
paid. 25
(b) Shall be deemed not to conduct a business in this State if: 26
(1) The business for which the person is responsible: 27
(I) Is not organized pursuant to this title; 28
(II) Does not have an office or base of operations in this 29
State; 30
(III) Does not have a registered agent in this State; and 31
(IV) Does not pay wages or other remuneration to a 32
natural person who performs in this State any of the duties for which 33
he or she is paid, other than wages or other remuneration paid to a 34
natural person for performing duties in connection with an activity 35
described in subparagraph (2); 36
(2) The business for which the person is responsible is 37
conducting activity in this State solely to provide vehicles or 38
equipment on a short -term basis in response to a wildland fire, a 39
flood, an earthquake or another emergency; or 40
(3) The Secretary of State determines that the person is not 41
conducting a business in this State. 42
8. As used in this section, “registered agent” has the meaning 43
ascribed to it in NRS 77.230. 44

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Sec. 2. NRS 86.263 is hereby amended to read as follows: 1
86.263 1. A limited-liability company shall, at the time of the 2
filing of its articles of organization with the Secretary of State, or, if 3
the limited -liability company has selected an alternative due date 4
pursuant to subsection 12, on or before that alternative due d ate, file 5
with the Secretary of State, on a form furnished by the Secretary of 6
State, a list that contains: 7
(a) The name of the limited-liability company; 8
(b) The file number of the limited-liability company, if known; 9
(c) The names and titles of all of its managers or, if there is no 10
manager, all of its managing members; 11
(d) The address, either residence or business, of each manager or 12
managing member listed, following the name of the manager or 13
managing member; and 14
(e) The signature of a manager or m anaging member of the 15
limited-liability company, or some other person specifically 16
authorized by the limited -liability company to sign the list, 17
certifying that the list is true, complete and accurate. 18
2. The limited-liability company shall thereafter, o n or before 19
the last day of the month in which the anniversary date of its 20
organization occurs, or, if, pursuant to subsection 12, the limited -21
liability company has selected an alternative due date for filing the 22
list required by subsection 1, on or before the last day of the month 23
in which the anniversary date of the alternative due date occurs in 24
each year, file with the Secretary of State, on a form furnished by 25
the Secretary of State, an annual list containing all of the 26
information required in subsection 1. 27
3. Each list required by subsections 1 and 2 must be 28
accompanied by a declaration under penalty of perjury that: 29
(a) The limited -liability company has complied with the 30
provisions of chapter 76 of NRS; 31
(b) The limited-liability company acknowledges that pursuant to 32
NRS 239.330, it is a category C felony to knowingly offer any false 33
or forged instrument for filing in the Office of the Secretary of 34
State; and 35
(c) None of the managers or managing members identified in the 36
list has been identified in the list with the fraudulent intent of 37
concealing the identity of any person or persons exercising the 38
power or authority of a manager or managing member in 39
furtherance of any unlawful conduct. 40
4. Upon filing: 41
(a) The initial list required by subsectio n 1, the limited -liability 42
company shall pay to the Secretary of State a fee of $150 [.] , except 43
that if an initial member or manager included in the original 44
articles of organization has received unemployment compensation 45

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within the 7 days immediately pr eceding the date of the filing of 1
the articles of organization, a fee of $25. 2
(b) Each annual list required by subsection 2, the limited -3
liability company shall pay to the Secretary of State a fee of $150. 4
5. If a limited -liability company files an amended list of 5
managers and managing members with the Secretary of State within 6
60 days after the date on which the initial list required by subsection 7
1 is filed, the limited -liability company or the resigning manager or 8
managing member is not required t o pay a fee for filing the 9
amended list. 10
6. Except as otherwise provided in subsection 5, if a manager 11
or managing member of a limited -liability company resigns and the 12
resignation is not reflected on the annual or amended list of 13
managers and managing m embers, the limited -liability company or 14
the resigning manager or managing member shall pay to the 15
Secretary of State a fee of $75 to file the resignation. 16
7. The Secretary of State shall, 90 days before the last day for 17
filing each list required by subs ection 2, provide to each limited -18
liability company which is required to comply with the provisions of 19
this section, and which has not become delinquent, a notice of the 20
fee due under subsection 4 and a reminder to file the list required by 21
subsection 2. F ailure of any company to receive a notice does not 22
excuse it from the penalty imposed by law. 23
8. If the list to be filed pursuant to the provisions of subsection 24
1 or 2 is defective or the fee required by subsection 4 is not paid, the 25
Secretary of State may return the list for correction or payment. 26
9. An annual list for a limited -liability company not in default 27
received by the Secretary of State more than 90 days before its due 28
date shall be deemed an amended list for the previous year. 29
10. A person who files with the Secretary of State a list 30
required by subsection 1 or 2 which identifies a manager or 31
managing member with the fraudulent intent of concealing the 32
identity of any person or persons exercising the power or authority 33
of a manager or manag ing member in furtherance of any unlawful 34
conduct is subject to the penalty set forth in NRS 225.084. 35
11. For the purposes of this section, a member is not deemed to 36
exercise actual control of the daily operations of a limited -liability 37
company based solely on the fact that the member has voting control 38
of the limited-liability company. 39
12. The Secretary of State may allow a limited -liability 40
company to select an alternative due date for filing the list required 41
by subsection 1. 42
13. The Secretary of S tate may adopt regulations to administer 43
the provisions of subsection 12. 44

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Sec. 3. NRS 86.561 is hereby amended to read as follows: 1
86.561 1. The Secretary of State shall charge and collect for: 2
(a) Filing the original articles of organization, or for registration 3
of a foreign company, $75 [;] , except that if an initial member or 4
manager included in the original articles of organization has 5
received unemployment compensation within the 7 days 6
immediately preceding the date of the filing of the articles of 7
organization, $25; 8
(b) Amending or restating the articles of organization, amending 9
the registration of a foreign company or filing a certificate of 10
correction, $175; 11
(c) Filing the articles of dissolution of a domes tic or foreign 12
company, [$100;] $25; 13
(d) Certifying a copy of articles of organization or an 14
amendment to the articles, $30; 15
(e) Certifying an authorized printed copy of this chapter, $30; 16
(f) Reserving a name for a limited-liability company, $25; 17
(g) Filing a certificate of cancellation, $100; 18
(h) Signing, filing or certifying any other record, $50; and 19
(i) Copies provided by the Office of the Secretary of State, $2 20
per page. 21
2. The Secretary of State shall charge and collect, at the time of 22
any service of process on the Secretary of State as agent for service 23
of process of a limited -liability company, $100 which may be 24
recovered as taxable costs by the party to the action causing the 25
service to be made if the party prevails in the action. 26
3. Except as otherwise provided in this section, the fees set 27
forth in NRS 78.785 apply to this chapter. 28
Sec. 4. This act becomes effective on July 1, 2025. 29

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