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

EXEMPT
(Reprinted with amendments adopted on April 21, 2025)
FIRST REPRINT S.B. 75

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SENATE BILL NO. 75–COMMITTEE ON JUDICIARY

(ON BEHALF OF THE SECRETARY OF STATE)

PREFILED NOVEMBER 20, 2024
____________

Referred to Committee on Judiciary

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

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

~

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

AN ACT relating to business; authorizing the Secretary of State to
adopt regulations to decrease the amount of the fee for the
issuance or renewal of a state business license and certain
filing fees paid by business entities; authorizing the
Secretary of State to adopt regulations to decrease certain
penalties and fees for failing to obtain or renew a state
business license or timely file certain documents; revising
provisions governing the renewal of a state business
license; requiring an electronic mail address to be
included in certain filings related to registered agents;
authorizing the Office of the Secretary of State to accept
records written in a language other than English under
certain circumstances; revising provisions governing
acceptance by the Secretary of State of certain documents
on behalf of a business entity whose name includes
certain words associated with professions regulated by the
State Board of Architecture, Interior Design and
Residential Design; eliminating fees for the filing of
documents to dissolve or cancel the registration of a
business entity; revising provisions governing the
registration of trademarks, trade names and service marks
with the Secretary of State; authorizing the Board to
accept proof of receipt of the Pritzker Architecture Prize
in lieu of an examination for registration as an architect;
and providing other matters properly relating thereto.

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Legislative Counsel’s Digest:
Existing law requires each person conducting a business in this State to obtain a 1
state business license issued by the Secretary of State. (NRS 76.100) Existing law 2
also: (1) establishes certain fees that are required to be paid to the Secretary of State 3
to form a business entity or transact business in this State as a foreign business 4
entity; and (2) requires business entities to file an annual list of the officers, 5
directors, members and partners, as applicable, of the business entity, and pay an 6
annual fee to the Secretary of State to maintain the authority to transact business in 7
this Stat e as a business entity. ( See, e.g. , NRS 78.150, 78.760, 80.050, 80.110, 8
86.263, 86.5461, 86.561) Sections 1, 3, 4, 7-9, 10, 13-16, 18-21, 23, 25-27, 29-35, 9
37, 39-44, 47-53, 56-69 and 71-74 of this bill authorize the Secretary of State to 10
establish by regulation lower amounts for: (1) the annual state business license fee, 11
the fees to form a business entity or transact business in this State as a foreign 12
business entity in this State, and the fees for the filing of an annual list by a 13
business entity; and (2) the penalties and fees for failing to pay such fees in a timely 14
manner. Sections 2 and 75 of this bill make conforming changes to update 15
references to provisions renumbered by this bill. 16
Existing law imposes fees to file certain documents with the Secr etary of State 17
to dissolve a business entity or cancel the registration of a foreign business entity. 18
(NRS 78.780, 82.531, 84.015, 86.561, 87.470, 87A.315, 88.415, 88A.900) Sections 19
9.5, 18.5, 23, 25, 31.5, 34.5, 35, 38.5, 41.5, 50, 50.5, 53.5, 59, 59.5, 6 2.5, 65.5, 20
68.5, 69 and 79.7 of this bill eliminate these fees. 21
Existing law requires the Secretary of State to send a notice to a person who 22
holds a state business license notifying the person of the fee to renew the license 23
and the requirement to file an application for renewal of the license. (NRS 76.130) 24
Section 4 of this bill authorizes the Secretary of State to provide this notice 25
electronically, unless the person has requested to receive communications by mail. 26
Section 4 also authorizes the Secretary of State to establish a procedure for a 27
person who has provided payment information to the Secretary of State to apply to 28
automatically renew his or her state business license and pay the fee. 29
Existing law requires certain entities doing business in this State to appoint and 30
keep a registered agent who resides or is located in this State upon whom legal 31
process may be served. (NRS 14.020) The Model Registered Agents Act governs 32
registered agents. (Chapter 77 of NRS) Section 4.5 of this bill requires, whenever a 33
provision of the Model Registered Agents Act requires a f iling to state an address, 34
the filing to include an electronic mail address in addition to a physical address. 35
Existing law prohibits certain records which are written in a language other 36
than English from being filed or submitted for filing in the Office of the Secretary 37
of State unless accompanied by a verified translation of that record into the English 38
language. (NRS 78.028, 78A.015, 81.003, 82.528, 84.008, 86.566, 87A.270, 39
88.338, 89.027, 600.025) Sections 5, 11, 17, 22, 24, 36, 46, 55, 70 and 76 of this 40
bill authorize the Office of the Secretary of State to accept for filing a record which 41
is written in a language other than English if the Secretary of State determines that 42
sufficient resources are available to provide for a verified translation of th at record 43
into the English language. 44
Existing law prohibits the Secretary of State from accepting for filing 45
documents used to form certain business entities, documents which amend the 46
documents used to form such entities or the records required to be filed by a foreign 47
corporation before doing business in this State, if the document or record provides 48
that the name of the business entity contains the words “architect,” “architecture,” 49
“registered architect,” “licensed architect,” “registered interior desi gner,” 50
“registered interior design,” “residential designer,” “registered residential 51
designer,” “licensed residential designer” or “residential design,” unless the State 52
Board of Architecture, Interior Design and Residential Design certifies that: (1) the 53
principals of the business entity hold a certificate of registration to practice the 54

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relevant profession; or (2) the business entity meets the requirements to do business 55
as an entity whose ownership consists of both persons who are qualified to practice 56
the relevant profession and persons who are not so qualified or who are qualified to 57
practice a different profession regulated by the Board. (NRS 78.045, 80.010, 58
86.171, 87.450, 87A.175, 88.320, 623.349) As an alternative to a certification from 59
the Board, Sections 6, 12, 28, 38, 45, and 54 of this bill authorize the Secretary of 60
State to accept documents on behalf of a business entity that uses one of the 61
restricted professional titles in its name if the principals of the business entity 62
present documentation satisfactory to the Secretary of State that: (1) the principals 63
hold a certificate of registration to practice the relevant profession; or (2) the 64
business entity meets the requirements to do business as an entity whose ownership 65
consists of both person s who are qualified to practice the relevant profession and 66
persons who are not so qualified or who are qualified to practice a different 67
profession regulated by the Board. 68
Existing law prohibits a person from practicing architecture in this State 69
without a certificate of registration issued by the State Board of Architecture, 70
Interior Design and Residential Design. (NRS 623.180) Before receiving a 71
certificate of registration, existing law requires an applicant to pass an examination 72
adopted by the Board. (NRS 623.200) Section 79.3 of this bill authorizes the Board 73
to accept, in lieu of an examination, evidence that the application is a laureate of the 74
Pritzker Architecture Prize. 75
Existing law authorizes a person who is using a trademark, trade name or 76
service mark in this State to register that mark with the Secretary of State. (NRS 77
600.340) The Secretary of State is authorized, for the purposes of administrative 78
convenience, to adopt regulations that define general classes of goods and services 79
for which a mark may be registered. (NRS 600.400) An application for registration 80
must identify the class of the goods or services, as designated by the Secretary of 81
State, in connection with which the mark is used. (NRS 600.340) Section 79 of this 82
bill removes the authority for the Secretary of State to define the classes of goods 83
and services for which a mark may be registered and instead sets forth the schedule 84
of classes of goods and services adopted by the United States Patent and Trademark 85
Office for the purpos e of classifying marks which are registered federally. Section 86
77 of this bill makes a conforming change to reflect that the classes of goods and 87
services for which a mark may be registered will no longer be defined by the 88
Secretary of State. 89
Existing la w authorizes a person to assign a mark and its registration. (NRS 90
600.370) Section 78 of this bill requires an assignment of a mark to be made on a 91
form prescribed by the Secretary of State. 92

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
(a) An entity required to file an initial or annual list with the 5
Secretary of State pursuant to this title, the person must obtain the 6
state business license at the time of filing the initial or annual list. 7

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(b) Not an entity required to file an i nitial or annual list with the 1
Secretary of State pursuant to this title, the person must obtain the 2
state business license before conducting a business in this State. 3
2. An application for a state business license must: 4
(a) Be made upon a form prescribed by the Secretary of State; 5
(b) Set forth the name under which the applicant transacts or 6
intends to transact business, or if the applicant is an entity organized 7
pursuant to this title and on file with the Secretary of State, the exact 8
name on file wit h the Secretary of State, the business identification 9
number as assigned by the Secretary of State pursuant to NRS 10
225.082, and the location in this State of the place or places of 11
business; 12
(c) [Be] Except as otherwise provided in subsection 3, be 13
accompanied by a fee in the amount of $200, except that if the 14
applicant is a corporation organized pursuant to chapter 78, 78A or 15
78B of NRS, or a foreign corporation required to file an initial or 16
annual list with the Secretary of State pursuant to chapt er 80 of 17
NRS, the application must be accompanied by a fee of $500; and 18
(d) Include any other information that the Secretary of State 19
deems necessary. 20
 If the applicant is an entity organized pursuant to this title and on 21
file with the Secretary of State and the applicant has no location in 22
this State of its place of business, the address of its registered agent 23
shall be deemed to be the location in this State of its place of 24
business. 25
3. The Secretary of State may establish by regulation the 26
amount of the fee that must accompany an application for a state 27
business license pursuant to subsection 2 , which must not exceed 28
the amount of the corresponding fee set forth in subsection 2. If 29
the Secretary of State establishes by regulation the amount of such 30
a fee, an application for a state business license must be 31
accompanied by a fee in the amount established by the Secretary 32
of State by regulation. 33
4. 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.] 5. If the application for a state business license is defective 43
in 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.] 6. A state business license issued pursuant to this section 3
must contain the business identification number assigned by the 4
Secretary of State pursuant to NRS 225.082. 5
[6.] 7. The state business license required to be obtained 6
pursuant to this section is in addition to any license to conduct 7
business that must be obtained from the local jurisdiction in which 8
the business is being conducted. 9
[7.] 8. 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 wages 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 wildl and 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.] 9. As used in this section, “registered agent” has the 43
meaning ascribed to it in NRS 77.230. 44

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Sec. 2. NRS 76.103 is hereby amended to read as follows: 1
76.103 1. A manufacturer who maintains a registered agent 2
in this State solely because of the requirements set forth in NRS 3
370.680 and who is not otherwise required to obtain a state business 4
license pursuant to NRS 76.100 is not deemed, pursuant to 5
subparagraph (3) of paragraph (a) of subsection [7] 8 of NRS 6
76.100, to conduct a business in this State. 7
2. As used in this section, “manufacturer” has the meaning 8
ascribed to it in NRS 370.0315. 9
Sec. 3. NRS 76.110 is hereby amended to read as follows: 10
76.110 1. If a person fails to obtain a state business license 11
and pay the fee required pursuant to NRS 76.100 before conducting 12
a business in this State and the person is: 13
(a) An entity required to file an annual list with the Secretary of 14
State pursuant to this title, the person: 15
(1) [Shall] Except as otherwise provided in subsection 2, 16
shall pay a penalty of $100 in addition to the annual state business 17
license fee for each year in which the entity fails to obtain a state 18
business license; 19
(2) Shall be deemed to have not complied with the 20
requirement to file an annual list with the Secretary of State; and 21
(3) Is subject to all applicable provisions relating to the 22
failure to file an annual list, including, without limitation, the 23
provisions governing default and revocation of its charter or right to 24
transact business in this State, except that the person is required to 25
pay the penalty set forth in subparagraph (1) of paragraph (a). 26
(b) Not an entity required to file an annual list with the Secretary 27
of State, the person shall , except as otherwise provided in 28
subsection 2, pay a penalty in the amount of $100 in addition to t he 29
annual state business license fee for each year in which the person 30
has conducted business in this State without a state business license. 31
2. The Secretary of State may establish by regulation the 32
amount of the penalty required to be paid pursuant to this section 33
by a person who fails to obtain a state business license and pay the 34
fee required pursuant to NRS 76.100 , which must not exceed 35
$100. If the Secretary of State establishes by regulation the 36
amount of such a penalty, the amount of any penalty r equired to 37
be paid pursuant to this section must be the amount established by 38
the Secretary of State by regulation. 39
3. The Secretary of State may refuse to issue a state business 40
license to a person that has failed to pay the fees and penalties 41
required by this chapter. 42

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Sec. 4. NRS 76.130 is hereby amended to read as follows: 1
76.130 1. Except as otherwise provided in subsection 2 [,] or 2
8, a person who applies for renewal of a state business license shall 3
submit a fee in the amount of $200 to the Secretary of State: 4
(a) If the person is an entity required to file an annual list with 5
the Secretary of State pursuant to this title, at the time the person 6
submits the annual list to the Secretary of State, unless the person 7
submits a certificate or other form evidencing the dissolution of the 8
entity; or 9
(b) If the person is not an entity required to file an annual list 10
with the Secretary of State pursuant to this title, on the last day of 11
the month in which the anniversary date of issuance of the state 12
business license occurs in each year, unless the person submits a 13
written statement to the Secretary of State, at least 10 days before 14
that date, indicating that the person will not be conducting a 15
business in this State after that date. 16
2. [If] Except as otherwise provided in subsection 8, if the 17
person applying for the renewal of a state business license pursuant 18
to subsection 1 is a corporation organized pursuant to chapter 78, 19
78A or 78B of NRS, or a foreign corporation r equired to file an 20
initial or annual list with the Secretary of State pursuant to chapter 21
80 of NRS, the fee for the renewal of a state business license is 22
$500. 23
3. The Secretary of State shall, 90 days before the last day for 24
filing an application for r enewal of the state business license of a 25
person who holds a state business license, provide to the person a 26
notice of the state business license fee due pursuant to this section 27
and a reminder to file the application for renewal required pursuant 28
to this section. The notice required pursuant to this subsection may 29
be provided electronically, unless the person has requested to 30
receive communications by mail. Failure of any person to receive a 31
notice does not excuse the person from the penalty imposed by law. 32
4. If a person fails to submit the annual state business license 33
fee required pursuant to this section in a timely manner and the 34
person is: 35
(a) An entity required to file an annual list with the Secretary of 36
State pursuant to this title, the person: 37
(1) [Shall] Except as otherwise provided in subsection 8, 38
shall pay a penalty of $100 in addition to the annual state business 39
license fee; 40
(2) Shall be deemed to have not complied with the 41
requirement to file an annual list with the Secretary of State; and 42
(3) Is subject to all applicable provisions relating to the 43
failure to file an annual list, including, without limitation, the 44
provisions governing default and revocation of its charter or right to 45

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transact business in this State, except that the person is required to 1
pay the penalty set forth in subparagraph (1). 2
(b) Not an entity required to file an annual list with the Secretary 3
of State, the person shall , except as otherwise provided in 4
subsection 8, pay a penalty in the amount of $100 in add ition to the 5
annual state business license fee. The Secretary of State shall 6
provide to the person a written notice that: 7
(1) Must include a statement indicating the amount of the 8
fees and penalties required pursuant to this section and the costs 9
remaining unpaid. 10
(2) May be provided electronically, if the person has 11
requested to receive communications by electronic transmission, by 12
electronic mail or other electronic communication. 13
5. The Secretary of State may establish a procedure whereby 14
a person who has provided payment information to the Secretary 15
of State may elect to automatically apply for renewal of his or her 16
state business license and pay the state business license fee 17
required by this section. Failure of any person to pay the state 18
business license fee as a result of not maintaining current 19
payment information with the Secretary of State does not excuse 20
the person from the penalty imposed by law for failure to timely 21
pay the state business license fee. 22
6. A person who continues to do busi ness in this State without 23
renewing the person’s state business license before its renewal date 24
is subject to the fees and penalties provided for in this section unless 25
the person files a certificate of cancellation of the person’s state 26
business license with the Secretary of State. 27
[6.] 7. The Secretary of State shall waive the annual state 28
business license fee and any related penalty imposed on a natural 29
person or partnership if the natural person or partnership provides 30
evidence satisfactory to the Secretary of State that the natural person 31
or partnership conducted no business in this State during the period 32
for which the fees and penalties would be waived. 33
8. The Secretary of State may establish by regulation the 34
amount of the fee required by this s ection for the renewal of a 35
state business license and the penalty required to be paid pursuant 36
to this section by a person who fails to pay the annual state 37
business license fee in a timely manner. The fee or penalty 38
established by the Secretary of State must not exceed the amount 39
of the fee or penalty, as applicable, set forth in this section. If the 40
Secretary of State establishes by regulation the amount of: 41
(a) The fee for the renewal of a state business license, the 42
amount of the fee for such renewal is the amount of the fee 43
established by the Secretary of State by regulation. 44

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(b) The penalty required to be paid pursuant to this section by 1
a person who fails to pay the annual state business lic ense fee in a 2
timely manner, the amount of any such penalty must be the 3
amount established by the Secretary of State by regulation. 4
Sec. 4.5. NRS 77.300 is hereby amended to read as follows: 5
77.300 Whenever a provision of this chapter requires that a 6
filing state an address, the filing must state: 7
1. An actual street address or rural route box number in this 8
State; [and] 9
2. A mailing address in this State, if different from the address 10
under subsection 1 [.] ; and 11
3. An electronic mail address. 12
Sec. 5. NRS 78.028 is hereby amended to read as follows: 13
78.028 [No] 14
1. Except as otherwise provided in subsection 2, no record 15
which is written in a language other than English may be f iled or 16
submitted for filing in the Office of the Secretary of State pursuant 17
to the provisions of this chapter unless it is accompanied by a 18
verified translation of that record into the English language. 19
2. The Office of the Secretary of State may accept for filing a 20
record which is written in a language other than English if the 21
Secretary of State determines that sufficient resources are 22
available to provide for a verified translation of that record into 23
the English language. 24
Sec. 6. NRS 78.045 is hereby amended to read as follows: 25
78.045 1. The Secretary of State shall not accept for filing 26
any articles of incorporation or any certificate of amendment of 27
articles of incorporation of any corporation formed pursuant to the 28
laws of this State which provides that the name of the corporation 29
contains the word “bank” or “trust,” unless: 30
(a) It appears from the articles or the certificate of amendment 31
that the corporation proposes to carry on business as a bankin g or 32
trust company, exclusively or in connection with its business as a 33
bank, savings and loan association, savings bank or thrift company; 34
and 35
(b) The articles or certificate of amendment is first approved by 36
the Commissioner of Financial Institutions. 37
2. The Secretary of State shall not accept for filing any articles 38
of incorporation or any certificate of amendment of articles of 39
incorporation of any corporation formed pursuant to the provisions 40
of this chapter if it appears from the articles or the ce rtificate of 41
amendment that the business to be carried on by the corporation is 42
subject to supervision by the Commissioner of Insurance or by the 43
Commissioner of Financial Institutions, unless the articles or 44

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certificate of amendment is approved by the Commissioner who will 1
supervise the business of the corporation. 2
3. Except as otherwise provided in subsection 7, the Secretary 3
of State shall not accept for filing any articles of incorporation or 4
any certificate of amendment of articles of incorporation o f any 5
corporation formed pursuant to the laws of this State if the name of 6
the corporation contains the words “engineer,” “engineered,” 7
“engineering,” “professional engineer,” “registered engineer” or 8
“licensed engineer” unless: 9
(a) The State Board of Pro fessional Engineers and Land 10
Surveyors certifies that the principals of the corporation are licensed 11
to practice engineering pursuant to the laws of this State; or 12
(b) The State Board of Professional Engineers and Land 13
Surveyors certifies that the corpora tion is exempt from the 14
prohibitions of NRS 625.520. 15
4. Except as otherwise provided in subsection 7, the Secretary 16
of State shall not accept for filing any articles of incorporation or 17
any certificate of amendment of articles of incorporation of any 18
corporation formed pursuant to the laws of this State if the name of 19
the corporation contains the words “architect,” “architecture,” 20
“registered architect,” “licensed architect,” “registered interior 21
designer,” “registered interior design,” “residential desig ner,” 22
“registered residential designer,” “licensed residential designer” or 23
“residential design” unless [the] : 24
(a) The State Board of Architecture, Interior Design and 25
Residential Design certifies that: 26
[(a)] (1) The principals of the corporation are holders of a 27
certificate of registration to practice architecture or residential 28
design or to practice as a registered interior designer, as applicable, 29
pursuant to the laws of this State; or 30
[(b)] (2) The corporation is qualified to do business in this State 31
pursuant to NRS 623.349 [.] ; or 32
(b) The principals of the corporation present documentation 33
satisfactory to the Secretary of State showing that: 34
(1) The principals are holders of a certificate of registration 35
to practice architecture or residentia l design or to practice as a 36
registered interior designer, as applicable, pursuant to the laws of 37
this State; or 38
(2) The corporation is qualified to do business in this State 39
pursuant to NRS 623.349. 40
5. The Secretary of State shall not accept for filin g any articles 41
of incorporation or any certificate of amendment of articles of 42
incorporation of any corporation formed pursuant to the laws of this 43
State which provides that the name of the corporation contains the 44
word “accountant,” “accounting,” “account ancy,” “auditor” or 45

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“auditing” unless the Nevada State Board of Accountancy certifies 1
that the corporation: 2
(a) Is registered pursuant to the provisions of chapter 628 of 3
NRS; or 4
(b) Has filed with the Nevada State Board of Accountancy under 5
penalty of p erjury a written statement that the corporation is not 6
engaged in the practice of accounting and is not offering to practice 7
accounting in this State. 8
6. The Secretary of State shall not accept for filing any articles 9
of incorporation or any certificate of amendment of articles of 10
incorporation of any corporation formed or existing pursuant to the 11
laws of this State which provides that the name of the corporation 12
contains the words “common -interest community,” “community 13
association,” “master association, ” “unit -owners’ association” or 14
“homeowners’ association” or if it appears in the articles of 15
incorporation or certificate of amendment that the purpose of the 16
corporation is to operate as a unit -owners’ association pursuant to 17
chapter 116 or 116B of NRS u nless the Administrator of the Real 18
Estate Division of the Department of Business and Industry certifies 19
that the corporation has: 20
(a) Registered with the Ombudsman for Owners in Common -21
Interest Communities and Condominium Hotels pursuant to NRS 22
116.31158 or 116B.625; and 23
(b) Paid to the Administrator of the Real Estate Division the fees 24
required pursuant to NRS 116.31155 or 116B.620. 25
7. The provisions of subsections 3 and 4 do not apply to any 26
corporation, whose securities are publicly traded and regul ated by 27
the Securities Exchange Act, which does not engage in the practice 28
of professional engineering, architecture or residential design or 29
interior design, as applicable. 30
8. The Commissioner of Financial Institutions and the 31
Commissioner of Insurance may approve or disapprove the articles 32
or amendments referred to them pursuant to the provisions of this 33
section. 34
Sec. 7. NRS 78.150 is hereby amended to read as follows: 35
78.150 1. A corporation organized pursuant to the laws of 36
this State shall, at the time of the filing of its articles of 37
incorporation with the Secretary of State or, if the corporation has 38
selected an alternative due date pursuant to subsection 12, on or 39
before that alternative due date, file with the Secretary of State a list, 40
on a form furnished by the Secretary of State, containing: 41
(a) The name of the corporation; 42
(b) The file number of the corporation, if known; 43
(c) The names and titles of the president, secretary and treasurer, 44
or the equivalent thereof, and of all the directors of the corporation; 45

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(d) The address, either residence or business, of each officer and 1
director listed, following the name of the officer or director; and 2
(e) The signature of an officer of the corporation, or some other 3
person specifically authorized by the corporation to sign the list, 4
certifying that the list is true, complete and accurate. 5
2. The corporation shall annually thereafter, on or before the 6
last day of the month in which the anniversary date of incor poration 7
occurs in each year, or, if, pursuant to subsection 12, the corporation 8
has selected an alternative due date for filing the list required by 9
subsection 1, on or before the last day of the month in which the 10
anniversary date of the alternative due date occurs in each year, file 11
with the Secretary of State, on a form furnished by the Secretary of 12
State, an annual list containing all of the information required in 13
subsection 1. 14
3. Each list required by subsection 1 or 2 must be accompanied 15
by: 16
(a) A declaration under penalty of perjury that: 17
(1) The corporation has complied with the provisions of 18
chapter 76 of NRS; 19
(2) The corporation acknowledges that pursuant to NRS 20
239.330, it is a category C felony to knowingly offer any false or 21
forged instrument for filing with the Office of the Secretary of State; 22
and 23
(3) None of the officers or directors identified in the list has 24
been identified in the list with the fraudulent intent of concealing the 25
identity of any person or persons exercising the po wer or authority 26
of an officer or director in furtherance of any unlawful conduct. 27
(b) A statement as to whether the corporation is a publicly 28
traded company. If the corporation is a publicly traded company, the 29
corporation must list its Central Index Key . The Secretary of State 30
shall include on the Secretary of State’s Internet website the Central 31
Index Key of a corporation provided pursuant to this paragraph and 32
instructions describing the manner in which a member of the public 33
may obtain information con cerning the corporation from the 34
Securities and Exchange Commission. 35
4. [Upon] Except as otherwise provided in this subsection, 36
upon filing the list required by: 37
(a) Subsection 1, the corporation shall pay to the Secretary of 38
State a fee of $150. 39
(b) Subsection 2, the corporation shall pay to the Secretary of 40
State, if the amount represented by the total number of shares 41
provided for in the articles is: 42
43
$75,000 or less .................................................................. $150 44
Over $75,000 and not over $200,000 ................................. 200 45

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- *SB75_R1*
Over $200,000 and not over $500,000 ............................. $300 1
Over $500,000 and not over $1,000,000 ............................ 400 2
Over $1,000,000: 3
For the first $1,000,000 ................................................. 400 4
For each additional $500,000 or fraction thereof .......... 275 5
 The maximum fee which may be charged pursuant to paragraph 6
(b) for filing the annual list is $11,125. The Secretary of State may 7
establish by regulation the amount of the fee which must be paid 8
for filing a list required by subsection 1 or 2, which must not 9
exceed the amount of the fee or the maximum fee specified in this 10
subsection. If the Secretary of State est ablishes by regulation the 11
amount of such a fee, upon filing a list required by subsection 1 or 12
2, the corporation shall pay to the Secretary of State a fee in the 13
amount established by the Secretary of State by regulation. 14
15
5. If a corporation files an amended list of directors and 16
officers with the Secretary of State within 60 days after the date on 17
which the list required by subsection 1 is filed, the corporation or 18
the resigning director or officer is not required to pay a fee for filing 19
the amended list. 20
6. Except as otherwise provided in subsection 5, if a director or 21
officer of a corporation resigns and the resignation is not reflected 22
on the annual or amended list of directors and officers, the 23
corporation or the resigning director or officer sha ll pay to the 24
Secretary of State a fee of $75 to file the resignation. 25
7. The Secretary of State shall, 90 days before the last day for 26
filing each annual list required by subsection 2, provide to each 27
corporation which is required to comply with the pro visions of NRS 28
78.150 to 78.185, inclusive, and which has not become delinquent, a 29
notice of the fee due pursuant to subsection 4 and a reminder to file 30
the annual list required by subsection 2. Failure of any corporation 31
to receive a notice does not excus e it from the penalty imposed by 32
law. 33
8. If the list to be filed pursuant to the provisions of subsection 34
1 or 2 is defective in any respect or the fee required by subsection 4 35
is not paid, the Secretary of State may return the list for correction 36
or payment. 37
9. An annual list for a corporation not in default which is 38
received by the Secretary of State more than 90 days before its due 39
date shall be deemed an amended list for the previous year and must 40
be accompanied by the appropriate fee as provided in subsection 4 41
for filing. A payment submitted pursuant to this subsection does not 42
satisfy the requirements of subsection 2 for the year to which the 43
due date is applicable. 44

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- *SB75_R1*
10. A person who files with the Secretary of State a list 1
required by subsection 1 or 2 which identifies an officer or director 2
with the fraudulent intent of concealing the identity of any person or 3
persons exercising the power or authority of an officer or director in 4
furtherance of any unlawful conduct is subject to the penalty s et 5
forth in NRS 225.084. 6
11. For the purposes of this section, a stockholder is not 7
deemed to exercise actual control of the daily operations of a 8
corporation based solely on the fact that the stockholder has voting 9
control of the corporation. 10
12. The Secretary of State may allow a corporation to select an 11
alternative due date for filing the list required by subsection 1. 12
13. The Secretary of State may adopt regulations to administer 13
the provisions of subsection 12. 14
Sec. 8. NRS 78.170 is hereby amended to read as follows: 15
78.170 1. Each corporation which is required to make a filing 16
and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, and 17
which refuses or neglects to do so within the time provided shall be 18
deemed in default. 19
2. Upon notification from the Administrator of the Real Estate 20
Division of the Department of Business and Industry that a 21
corporation which is a unit -owners’ association as defined in NRS 22
116.011 or 116B.030 has failed to register purs uant to NRS 23
116.31158 or 116B.625 or failed to pay the fees pursuant to 24
NRS 116.31155 or 116B.620, the Secretary of State shall deem the 25
corporation to be in default. If, after the corporation is deemed to be 26
in default, the Administrator notifies the Sec retary of State that the 27
corporation has registered pursuant to NRS 116.31158 or 116B.625 28
and paid the fees pursuant to NRS 116.31155 or 116B.620, the 29
Secretary of State shall reinstate the corporation if the corporation 30
complies with the requirements for reinstatement as provided in this 31
section and NRS 78.180 and 78.185. 32
3. [For] Except as otherwise provided in this subsection, for 33
default there must be added to the amount of the fee a penalty of 34
$75. The Secretary of State may establish by regulation t he 35
amount of the penalty for default , which must not exceed $75. If 36
the Secretary of State establishes by regulation the amount of such 37
a penalty for default, there must be added to the amount of the fee 38
a penalty in the amount established by the Secretary of State by 39
regulation. The fee and penalty must be collected as provided in 40
this chapter. 41
Sec. 9. NRS 78.180 is hereby amended to read as follows: 42
78.180 1. Except as otherwise provided in subsections 3 and 43
4 and NRS 7 8.152, the Secretary of State shall reinstate a 44
corporation which has forfeited or which forfeits its right to transact 45

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- *SB75_R1*
business pursuant to the provisions of this chapter and shall restore 1
to the corporation its right to carry on business in this State, a nd to 2
exercise its corporate privileges and immunities, if it: 3
(a) Files with the Secretary of State: 4
(1) The list required by NRS 78.150; 5
(2) The statement required by NRS 78.153, if applicable; 6
(3) The information required pursuant to NRS 77.310; and 7
(4) A declaration under penalty of perjury, on a form 8
provided by the Secretary of State, that the reinstatement is 9
authorized by a court of competent jurisdiction in this State or by 10
the duly elected board of directors of the corporation or, if the 11
corporation does not have a board of directors, the equivalent of 12
such a board; and 13
(b) Except as otherwise provided in NRS 231.14057, pays to the 14
Secretary of State: 15
(1) The filing fee and penalty set forth in NRS 78.150 and 16
78.170 for each year or po rtion thereof during which it failed to file 17
each required annual list in a timely manner; 18
(2) The fee set forth in NRS 78.153, if applicable; and 19
(3) [A] Except as otherwise provided in this subparagraph, 20
a fee of $300 for reinstatement. The Secretary of State may 21
establish by regulation the amount of the fee for reinstatement , 22
which must not exceed $300. If the Secretary of State establishes 23
by regulation the amount of the fee for reinstatement, the 24
corporation must pay to the Secretary of State a fee for 25
reinstatement in the amount established by the Secretary of State 26
by regulation. 27
2. When the Secretary of State reinstates the corporation, the 28
Secretary of State shall issue to the corporation a certificate of 29
reinstatement if the corporation: 30
(a) Requests a certificate of reinstatement; and 31
(b) Pays the required fees pursuant to subsection 7 of 32
NRS 78.785. 33
3. Except as otherwise provided in NRS 231.14057, the 34
Secretary of State shall not order a reinstatement unless all 35
delinquent fees and penalties have been paid, and the revocation of 36
the charter occurred only by reason of failure to pay the fees and 37
penalties. 38
4. If a corporate charter has been revoked pursuant to the 39
provisions of this chapter and has remained revoked for a period of 40
5 consecutive years, the charter must not be reinstated. 41
5. Except as otherwise provided in NRS 78.185, a 42
reinstatement pursuant to this section relates back to the date on 43
which the corporation forfeited its right to transact business under 44
the provisions of this chapter and reinstates the corporation’s right 45

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- *SB75_R1*
to transact business as if such right had at all times remained in full 1
force and effect. 2
Sec. 9.5. NRS 78.573 is hereby amended to read as follows: 3
78.573 1. The Secretary of State shall authorize a corporation 4
whose charter has been revoked to dissolve without paying 5
additional fees and penalties [, other than the fee for filing a 6
certificate of dissolution required by NRS 78.780,] if the corporation 7
provides evidence satisfactory to the Secretary of State that the 8
corporation did not transact business in this State or as a corporation 9
organized pursuant to the laws of this State: 10
(a) During the entire period for which its charter was revoked; or 11
(b) During a portion of the period for which its charter was 12
revoked and the corporation paid the fees and penalties for the 13
portion of that period in which the corporation transacted business 14
in this State or as a corporation organized pursuant to the law s of 15
this State. 16
2. The Secretary of State may adopt regulations to administer 17
the provisions of this section. 18
Sec. 10. NRS 78.760 is hereby amended to read as follows: 19
78.760 1. [The] Except as otherwise provided in this section, 20
the fee for filing articles of incorporation is prescribed in the 21
following schedule: 22
23
If the amount represented by the total number of shares 24
provided for in the articles is: 25
$75,000 or less .................................................................... $75 26
Over $75,000 and not over $200,000 ................................. 175 27
Over $200,000 and not over $500,000 ............................... 275 28
Over $500,000 and not over $1,000,000 ............................ 375 29
Over $1,000,000: 30
For the first $1,000,000 ................................................. 375 31
For each additional $500,000 or fraction thereof .......... 275 32
33
2. The maximum fee which may be charged purs uant to this 34
section: 35
(a) Is $35,000 for the original filing of the articles of 36
incorporation. 37
(b) Is $34,925 for a subsequent filing of any instrument which 38
authorizes an increase in stock. 39
3. For the purposes of computing the filing fees according to 40
the schedule in subsection 1, the amount represented by the total 41
number of shares provided for in the articles of incorporation is: 42
(a) The aggregate par value of the shares, if only shares with a 43
par value are therein provided for; 44

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- *SB75_R1*
(b) The product of the number of shares multiplied by $1, 1
regardless of any lesser amount prescribed as the value or 2
consideration for which shares may be issued and disposed of, if 3
only shares without par value are therein provided for; or 4
(c) The aggregate par value of th e shares with a par value plus 5
the product of the number of shares without par value multiplied by 6
$1, regardless of any lesser amount prescribed as the value or 7
consideration for which the shares without par value may be issued 8
and disposed of, if shares with and without par value are therein 9
provided for. 10
 For the purposes of this subsection, shares with no prescribed par 11
value shall be deemed shares without par value. 12
4. The Secretary of State shall calculate filing fees pursuant to 13
this section with respect to shares with a par value of less than one -14
tenth of a cent as if the par value were one-tenth of a cent. 15
5. The Secretary of State may establish by regulation the 16
amount of the fee for filing articles of incorporation, which must 17
be based on the amount represented by the total number of shares 18
provided for in the articles and which must not exceed the amount 19
of the fee set forth in subsection 1 or the maximum fee specified in 20
subsection 2. If the Secretary of State establishes by regulation the 21
amount of the fee for filing articles of incorporation, the fee for 22
filing articles of incorporation must be in the amount established 23
by the Secretary of State by regulation. 24
Sec. 11. NRS 78A.015 is hereby amended to read as follows: 25
78A.015 [No] 26
1. Except as otherwise provided in subsection 2, no record 27
which is written in a language other than English may be filed or 28
submitted for filing in the Office of the Secretary of State pursuant 29
to the provisions of this chapt er unless it is accompanied by a 30
verified translation of that record into the English language. 31
2. The Office of the Secretary of State may accept for filing a 32
record which is written in a language other than English if the 33
Secretary of State determines that sufficient resources are 34
available to provide for a verified translation of that record into 35
the English language. 36
Sec. 12. NRS 80.010 is hereby amended to read as follows: 37
80.010 1. Before commencing or doing any b usiness in this 38
State, each corporation organized pursuant to the laws of another 39
state, territory, the District of Columbia, a possession of the United 40
States or a foreign country that enters this State to do business must: 41
(a) File in the Office of the Secretary of State: 42
(1) The information required pursuant to NRS 77.310. The 43
street address of the registered agent is the registered office of the 44
corporation in this State. 45

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- *SB75_R1*
(2) A statement signed by an officer of the corporation , or 1
some other person specifically authorized by the corporation to sign 2
the statement, setting forth: 3
(I) A general description of the purposes of the 4
corporation; 5
(II) The authorized stock of the corporation and the 6
number and par value of shares having par value and t he number of 7
shares having no par value; 8
(III) A declaration of the existence of the corporation and 9
the name of the jurisdiction of its incorporation or the governmental 10
acts or other instrument of authority by which the corporation was 11
created; and 12
(IV) A declaration that the corporation is in good standing 13
in the jurisdiction of its incorporation or creation. 14
(b) Lodge in the Office of the Secretary of State a copy of the 15
record most recently filed by the corporation in the jurisdiction of its 16
incorporation setting forth the authorized stock of the corporation, 17
the number of par -value shares and their par value, and the number 18
of no-par-value shares. 19
2. The Secretary of State shall not file the records required by 20
subsection 1 for any foreign cor poration whose name is not 21
distinguishable on the records of the Secretary of State from the 22
names of all other artificial persons formed, organized, registered or 23
qualified pursuant to the provisions of this title that are on file in the 24
Office of the Sec retary of State and all names that are reserved in 25
the Office of the Secretary of State pursuant to the provisions of this 26
title, unless the written, acknowledged consent of the holder of the 27
name on file or reserved name to use the same name or the 28
requested similar name accompanies the articles of incorporation. 29
3. For the purposes of this section and NRS 80.012, a proposed 30
name is not distinguishable from a name on file or reserved solely 31
because one or the other names contains distinctive lettering, a 32
distinctive mark, a trademark or trade name, or any combination 33
thereof. 34
4. The name of a foreign corporation whose charter has been 35
revoked, which has merged and is not the surviving entity or whose 36
existence has otherwise terminated is available for u se by any other 37
artificial person. 38
5. The Secretary of State shall not accept for filing the records 39
required by subsection 1 or NRS 80.110 for any foreign corporation 40
if the name of the corporation contains the words “engineer,” 41
“engineered,” “engineeri ng,” “professional engineer,” “registered 42
engineer” or “licensed engineer” unless the State Board of 43
Professional Engineers and Land Surveyors certifies that: 44

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- *SB75_R1*
(a) The principals of the corporation are licensed to practice 1
engineering pursuant to the laws of this State; or 2
(b) The corporation is exempt from the prohibitions of 3
NRS 625.520. 4
6. The Secretary of State shall not accept for filing the records 5
required by subsection 1 or NRS 80.110 for any foreign corporation 6
if the name of the corporation co ntains the words “architect,” 7
“architecture,” “registered architect,” “licensed architect,” 8
“registered interior designer,” “registered interior design,” 9
“residential designer,” “registered residential designer,” “licensed 10
residential designer” or “residential design” unless [the] : 11
(a) The State Board of Architecture, Interior Design and 12
Residential Design certifies that: 13
[(a)] (1) The principals of the corporation are holders of a 14
certificate of registration to practice architecture or residential 15
design or to practice as a registered interior designer, as applicable, 16
pursuant to the laws of this State; or 17
[(b)] (2) The corporation is qualified to do business in this State 18
pursuant to NRS 623.349 [.] ; or 19
(b) The principals of the corporation pres ent documentation 20
satisfactory to the Secretary of State showing that: 21
(1) The principals are holders of a certificate of registration 22
to practice architecture or residential design or to practice as a 23
registered interior designer, as applicable, pursuan t to the laws of 24
this State; or 25
(2) The corporation is qualified to do business in this State 26
pursuant to NRS 623.349. 27
7. The Secretary of State shall not accept for filing the records 28
required by subsection 1 or NRS 80.110 for any foreign corporation 29
if it appears from the records that the business to be carried on by 30
the corporation is subject to supervision by the Commissioner of 31
Financial Institutions, unless the Commissioner certifies that: 32
(a) The corporation has obtained the authority required t o do 33
business in this State; or 34
(b) The corporation is not subject to or is exempt from the 35
requirements for obtaining such authority. 36
8. The Secretary of State shall not accept for filing the records 37
required by subsection 1 or NRS 80.110 for any forei gn corporation 38
if the name of the corporation contains the word “accountant,” 39
“accounting,” “accountancy,” “auditor” or “auditing” unless the 40
Nevada State Board of Accountancy certifies that the foreign 41
corporation: 42
(a) Is registered pursuant to the provisions of chapter 628 of 43
NRS; or 44

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- *SB75_R1*
(b) Has filed with the Nevada State Board of Accountancy under 1
penalty of perjury a written statement that the foreign corporation is 2
not engaged in the practice of accounting and is not offering to 3
practice accounting in this State. 4
9. The Secretary of State may adopt regulations that interpret 5
the requirements of subsections 1 to 8, inclusive. 6
10. A person shall not file the records required by subsection 1 7
for any illegal purpose or with the fraudulent intent to conceal any 8
business activity, or lack thereof, from another person or a 9
governmental agency. 10
Sec. 13. NRS 80.050 is hereby amended to read as follows: 11
80.050 1. Except as otherwise provided in subsection 3 [,] or 12
4, foreign corporations shall pay the same fees to the Secretary of 13
State as are required to be paid by corporations organized pursuant 14
to the laws of this State, but the amount of fees to be charged must 15
not exceed: 16
(a) The sum of $35,000 for filing records fo r initial 17
qualification; or 18
(b) The sum of $34,925 for each subsequent filing of a 19
certificate increasing authorized capital stock. 20
2. If the corporate records required to be filed set forth only the 21
total number of shares of stock the corporation is authorized to issue 22
without reference to value, the authorized shares shall be deemed to 23
be without par value and the filing fee must be computed pursuant 24
to paragraph (b) of subsection 3 of NRS 78.760. 25
3. [Foreign] Except as otherwise provided in subsecti on 4, 26
foreign corporations which are nonprofit corporations and which do 27
not have or issue shares of stock shall pay the same fees to the 28
Secretary of State as are required to be paid by nonprofit 29
corporations organized pursuant to the laws of this State. 30
4. The Secretary of State may establish by regulation the 31
amount of the fee that a foreign corporation, including, without 32
limitation, a foreign corporation which is a nonprofit corporation 33
and which does not have or issue shares of stock, must pay for 34
filing records for initial qualification, which must not exceed the 35
fee prescribed by statute for corporations or nonprofit 36
corporations, as applicable, organized pursuant to the laws of this 37
State or the limit specified in subsection 1. If the Secretary of State 38
establishes by regulation the amount of such a fee, the amount of 39
the fee that a foreign corporation, including, without limitation, a 40
foreign corporation which is a nonprofit corporation and whic h 41
does not have or issue shares of stock, must be in the amount 42
established by the Secretary of State by regulation. 43
5. The fee for filing a notice of withdrawal from the State of 44
Nevada by a foreign corporation is $100. 45

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- *SB75_R1*
Sec. 14. NRS 80.110 is hereby amended to read as follows: 1
80.110 1. Each foreign corporation doing business in this 2
State shall, at the time that the information required by NRS 80.010 3
is filed with the Secretary of State, or, if the foreign corporation has 4
selected an alternative due date pursuant to subsection 10, on or 5
before that alternative due date, and annually thereafter on or before 6
the last day of the month in which the anniversary date of its 7
qualification to do business in this State occurs i n each year, or, if 8
applicable, on or before the last day of the month in which the 9
anniversary date of the alternative due date occurs in each year, file 10
with the Secretary of State a list, on a form furnished by the 11
Secretary of State, that contains: 12
(a) The names and addresses, either residence or business, of its 13
president, secretary and treasurer, or the equivalent thereof, and all 14
of its directors; and 15
(b) The signature of an officer of the corporation or some other 16
person specifically authorized by the corporation to sign the list. 17
2. Each list filed pursuant to subsection 1 must be accompanied 18
by: 19
(a) A declaration under penalty of perjury that: 20
(1) The foreign corporation has complied with the p rovisions 21
of chapter 76 of NRS; 22
(2) The foreign corporation acknowledges that pursuant to 23
NRS 239.330, it is a category C felony to knowingly offer any false 24
or forged instrument for filing with the Office of the Secretary of 25
State; and 26
(3) None of the officers or directors identified in the list has 27
been identified in the list with the fraudulent intent of concealing the 28
identity of any person or persons exercising the power or authority 29
of an officer or director in furtherance of any unlawful conduct. 30
(b) A statement as to whether the foreign corporation is a 31
publicly traded company. If the corporation is a publicly traded 32
company, the corporation must list its Central Index Key. The 33
Secretary of State shall include on the Secretary of State’s Interne t 34
website the Central Index Key of a corporation provided pursuant to 35
this subsection and instructions describing the manner in which a 36
member of the public may obtain information concerning the 37
corporation from the Securities and Exchange Commission. 38
3. [Upon] Except as otherwise provided in this subsection, 39
upon filing: 40
(a) The initial list required by subsection 1, the corporation shall 41
pay to the Secretary of State a fee of $150. 42
(b) Each annual list required by subsection 1, the corporation 43
shall pay to the Secretary of State, if the amount represented by the 44
total number of shares provided for in the articles is: 45

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- *SB75_R1*
$75,000 or less .................................................................. $150 1
Over $75,000 and not over $200,000 ................................. 200 2
Over $200,000 and not over $500,000 ............................... 300 3
Over $500,000 and not over $1,000,000 ............................ 400 4
Over $1,000,000: 5
For the first $1,000,000 ................................................. 400 6
For each additional $500,000 or fraction thereof .......... 275 7
 The maximum fee which may be charged pursuant to paragraph 8
(b) for filing the annual list is $11,125. The Secretary of State may 9
establish by regulation the amount of the fee which must be paid 10
for filing the initial list and each annual list required by 11
subsection 1, which must not exceed the amount of the fee or the 12
maximum fee specified in this subsection. If the Secretary of State 13
establishes by regulation the amount of such a fee, upon filing the 14
initial list and each annual list, the foreign corporation shall pay 15
to the Secretary of State a fee in the amount established by the 16
Secretary of State by regulation. 17
18
4. If a foreign corporation files an amended list of directors and 19
officers with the Secretary of State within 60 days after the date on 20
which the initial list required by subsection 1 is filed, the foreign 21
corporation or the resigning director or officer is not required to pay 22
a fee for filing the amended list. 23
5. Except as otherwise provided in subsection 4, if a director or 24
officer of a corporation resigns and the resignation is not reflected 25
on the annual or amended list of directors and officers, the 26
corporation or the resigning director or officer shall pay to the 27
Secretary of State a fee of $75 to file the resignation. 28
6. The Secretary of State shall, 90 days before the last day for 29
filing each annual list required by subsection 1, p rovide to each 30
corporation which is required to comply with the provisions of NRS 31
80.110 to 80.175, inclusive, and which has not become delinquent, a 32
notice of the fee due pursuant to subsection 3 and a reminder to file 33
the list pursuant to subsection 1. F ailure of any corporation to 34
receive a notice does not excuse it from the penalty imposed by the 35
provisions of NRS 80.110 to 80.175, inclusive. 36
7. An annual list for a corporation not in default which is 37
received by the Secretary of State more than 90 da ys before its due 38
date shall be deemed an amended list for the previous year and does 39
not satisfy the requirements of subsection 1 for the year to which the 40
due date is applicable. 41
8. A person who files with the Secretary of State a list required 42
by subs ection 1 which identifies an officer or director with the 43
fraudulent intent of concealing the identity of any person or persons 44
exercising the power or authority of an officer or director in 45

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- *SB75_R1*
furtherance of any unlawful conduct is subject to the penalty set 1
forth in NRS 225.084. 2
9. For the purposes of this section, a stockholder is not deemed 3
to exercise actual control of the daily operations of a corporation 4
based solely on the fact that the stockholder has voting control of 5
the corporation. 6
10. The Secretary of State may allow a foreign corporation to 7
select an alternative due date for filing the initial list required by 8
subsection 1. 9
11. The Secretary of State may adopt regulations to administer 10
the provisions of subsection 10. 11
Sec. 15. NRS 80.150 is hereby amended to read as follows: 12
80.150 1. Any corporation which is required to make a filing 13
and pay the fee prescribed in NRS 80.110 to 80.175, inclusive, and 14
which refuses or neglects to do so within the time provided is in 15
default. 16
2. [For] Except as otherwise provided in this subsection, for 17
default there must be added to the amount of the fee a penalty of 18
$75, and unless the filing is made and the fee and penalty are paid 19
on or before the last day of the m onth in which the anniversary date 20
of incorporation occurs in which filing was required, the defaulting 21
corporation by reason of its default forfeits its right to transact any 22
business within this State. The Secretary of State may establish by 23
regulation the amount of the penalty for default , which must not 24
exceed $75. If the Secretary of State establishes by regulation the 25
amount of such a penalty, for default there must be added to 26
the amount of the fee a penalty in the amount established by the 27
Secretary of State by regulation. The fee and penalty must be 28
collected as provided in this chapter. 29
Sec. 16. NRS 80.170 is hereby amended to read as follows: 30
80.170 1. Except as otherwise provided in subsections 3 and 31
4 or NRS 80.113, the Secretary of State shall reinstate a corporation 32
which has forfeited or which forfeits its right to transact business 33
under the provisions of this chapter and shall restore to the 34
corporation its right to transact business in this State, and to exercise 35
its corporate privileges and immunities, if it: 36
(a) Files with the Secretary of State: 37
(1) The list as provided in NRS 80.110 and 80.140; 38
(2) The statement required by NRS 80.115, if applicable; 39
(3) The information required pursuant to NRS 77.310; and 40
(4) A declaration under penalty of perjury, on a form 41
provided by the Secretary of State, that the reinstatement is 42
authorized by a court of competent jurisdiction in this State or by 43
the duly elected board of directors of the foreign corpor ation or, if 44

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- *SB75_R1*
the foreign corporation does not have a board of directors, the 1
equivalent of such a board; and 2
(b) Except as otherwise provided in NRS 231.14057, pays to the 3
Secretary of State: 4
(1) The filing fee and penalty set forth in NRS 80.110 and 5
80.150 for each year or portion thereof that its right to transact 6
business was forfeited; 7
(2) The fee set forth in NRS 80.115, if applicable; and 8
(3) [A] Except as otherwise provided in this subparagraph, 9
a fee of $300 for reinstatement. The Secretary of State may 10
establish by regulation the amount of the fee for reinstatement , 11
which must not exceed $300. If the Secretary of State establishes 12
by regulation the amount of the fee for reinstatement, the 13
corporation must pay to the Secretary of State a fee for 14
reinstatement in the amount established by the Secretary of State 15
by regulation. 16
2. When the Secretary of State reinstates the corporation, the 17
Secretary of State shall issue to the corporation a certificate of 18
reinstatement if the corporation: 19
(a) Requests a certificate of reinstatement; and 20
(b) Pays the required fees pursuant to subsection 7 of 21
NRS 78.785. 22
3. Except as otherwise provided in NRS 231.14057, the 23
Secretary of State shall not order a reinstatement unless all 24
delinquent fees and pen alties have been paid and the revocation of 25
the right to transact business occurred only by reason of failure to 26
pay the fees and penalties. 27
4. If the right of a corporation to transact business in this State 28
has been forfeited pursuant to the provisions of this chapter and has 29
remained forfeited for a period of 5 consecutive years, the right is 30
not subject to reinstatement. 31
5. Except as otherwise provided in NRS 80.175, a 32
reinstatement pursuant to this section relates back to the date on 33
which the corp oration forfeited its right to transact business under 34
the provisions of this chapter and reinstates the corporation’s right 35
to transact business as if such right had at all times remained in full 36
force and effect. 37
Sec. 17. NRS 81.003 is hereby amended to read as follows: 38
81.003 [No] 39
1. Except as otherwise provided in subsection 2, no record 40
which is written in a language other than English may be filed or 41
submitted for filing in the Office of the Secretary of State pur suant 42
to the provisions of this chapter unless it is accompanied by a 43
verified translation of that record into the English language. 44

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- *SB75_R1*
2. The Office of the Secretary of State may accept for filing a 1
record which is written in a language other than English if the 2
Secretary of State determines that sufficient resources are 3
available to provide for a verified translation of that record into 4
the English language. 5
Sec. 18. NRS 82.193 is hereby amended to read as follows: 6
82.193 1. A corporation shall have a registered agent in the 7
manner provided in NRS 78.090 and 78.097. The registered agent 8
and the corporation shall comply with the provisions of those 9
sections. 10
2. Upon notification from the Administrator of the Real Estate 11
Division of the Department of Business and Industry that a 12
corporation which is a unit -owners’ association as defined in 13
NRS 116.011 or 116B.030 has failed to register pursuant to NRS 14
116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 15
116.31155 or 116B.620, the Secretary of State shall deem the 16
corporation to be in default. If, after the corporation is deemed to be 17
in default, the Administrator notifies the Secretary of State that the 18
corporation has registered pursuant to NRS 116.31158 or 11 6B.625 19
and paid the fees pursuant to NRS 116.31155 or 116B.620, the 20
Secretary of State shall reinstate the corporation if the corporation 21
complies with the requirements for reinstatement as provided in this 22
section and NRS 78.180 and 78.185. 23
3. [A] Except as otherwise provided in subsection 4, a 24
corporation is subject to the provisions of NRS 78.150 to 78.185, 25
inclusive, except that: 26
(a) The fee for filing a list is $50; 27
(b) The penalty added for default is $50; and 28
(c) The fee for reinstatement is $100. 29
4. The Secretary of State may establish by regulation the 30
amount of the fee that a corporation must pay for filing a list, the 31
penalty added for default and the fee for reinstatement , which 32
must not exceed the corresponding amount set forth in subsection 33
3. If the Secretary of State establishes by regulation the amount of 34
the fee for filing a list, the penalty added for default or the fee for 35
reinstatement, the fee for filing a list, the penalty added for default 36
and the fee for reinstatement must be in the amount established by 37
the Secretary of State by regulation. 38
Sec. 18.5. NRS 82.442 is hereby amended to read as follows: 39
82.442 1. The Secretary of State shall authorize a nonprofit 40
corporation whose charter has been revoked to dissolve without 41
paying additional fees and penalties [, other than the fee for filing a 42
certificate of dissolution required by NRS 82.531, ] if the nonprofit 43
corporation provides evidence satisfactory to the Secretary of State 44
that the nonprofit corporation did not transact business in this State 45

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- *SB75_R1*
or as a nonprofit corporation organized pursuant to the laws of this 1
State: 2
(a) During the entire period for which its charter was revoked; or 3
(b) During a portion of the period for which its charter was 4
revoked and the nonprofit corporation paid the fees and penalties for 5
the portion of that period in which the nonprofit corporation 6
transacted business in this State or as a nonprofit corporation 7
organized pursuant to the laws of this State. 8
2. The Secretary of State may adopt regulations to administer 9
the provisions of this section. 10
Sec. 19. NRS 82.523 is hereby amended to read as follows: 11
82.523 1. Each foreign nonprofit corporation doing business 12
in this State shall, at the time of the filing of its application for 13
registration as a foreign nonprofit corporation with the Secretary of 14
State, or, if the foreign nonprofit corporation has selected an 15
alternative due date pursuant to subsection 10, on or before that 16
alternative due date, and annually thereafter on or before the last day 17
of the month in which the anniversary date of its qualification to do 18
business in this State occurs in each year, or, if applicable, on or 19
before the last day of the month in which the anniversary date of the 20
alternative due date occurs in each year, file with the Secretary of 21
State a list, on a form furnished by the Secretary of State, that 22
contains: 23
(a) The name of the foreign nonprofit corporation; 24
(b) The file number of the foreign nonprofit corporation, if 25
known; 26
(c) The names and titles of the president, the secretary and the 27
treasurer, or the equivalent thereof, and all the directors of the 28
foreign nonprofit corporation; 29
(d) The address, either residence or business, of the president, 30
secretary and treasurer, or the equivalent thereof, and each director 31
of the foreign nonprofit corporation; and 32
(e) The signature of an officer of the foreign nonprofit 33
corporation, or some other person specifically authorized by the 34
foreign nonprofit corporation to sign the list, certifying that the list 35
is true, complete and accurate. 36
2. Each list filed pursuant to this section must be accompanied 37
by a declaration under penalty of perjury that: 38
(a) The foreign nonprofit corporation has complied with the 39
provisions of chapter 76 of NRS; 40
(b) The foreign nonprofit corporation acknowledges that 41
pursuant to NRS 239.330, it is a category C felony to knowingly 42
offer any false or forged instrument for filing with the Office of the 43
Secretary of State; and 44

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- *SB75_R1*
(c) None of the officers or directors identified in the list has 1
been identified in the list with the fraudulent intent of concealing the 2
identity of any person or persons exercising the power or authority 3
of an officer or director in furtherance of any unlawful conduct. 4
3. [Upon] Except as otherwise provided in this subsection, 5
upon filing the initial list and each annual list pursuant to this 6
section, the foreign nonprofit corporation must pay to the Secretary 7
of State a fee of $50. The Secr etary of State may establish by 8
regulation the amount of the fee which must be paid for filing the 9
initial list and each annual list pursuant to this section , which 10
must not exceed $50. If the Secretary of State establishes by 11
regulation the amount of such a fee, upon filing the initial list and 12
each annual list, the foreign corporation shall pay to the Secretary 13
of State a fee in the amount established by the Secretary of State 14
by regulation. 15
4. If a foreign nonprofit corporation files an amended list of 16
officers and directors with the Secretary of State within 60 days 17
after the filing of the initial list pursuant to this section, the foreign 18
nonprofit corporation is not required to pay a fee for filing the 19
amended list. 20
5. The Secretary of State shall, 60 days before the last day for 21
filing each annual list, provide to each foreign nonprofit corporation 22
which is required to comply with the provisions of NRS 82.523 to 23
82.524, inclusive, and which has not become delinquent, a notice of 24
the fee due pursuan t to subsection 3 and a reminder to file the list 25
required pursuant to subsection 1. Failure of any foreign nonprofit 26
corporation to receive a notice does not excuse it from the penalty 27
imposed by the provisions of NRS 82.523 to 82.524, inclusive. 28
6. If the list to be filed pursuant to the provisions of subsection 29
1 is defective or the fee required by subsection 3 is not paid, the 30
Secretary of State may return the list for correction or payment. 31
7. An annual list for a foreign nonprofit corporation not in 32
default that is received by the Secretary of State more than 90 days 33
before its due date shall be deemed an amended list for the previous 34
year and does not satisfy the requirements of subsection 1 for the 35
year to which the due date is applicable. 36
8. A person who files with the Secretary of State a list pursuant 37
to this section which identifies an officer or director with the 38
fraudulent intent of concealing the identity of any person or persons 39
exercising the power or authority of an officer or director in 40
furtherance of any unlawful conduct is subject to the penalty set 41
forth in NRS 225.084. 42
9. For the purposes of this section, a member of a foreign 43
nonprofit corporation is not deemed to exercise actual control of the 44
daily operations of the foreign nonprofit corporation based solely on 45

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- *SB75_R1*
the fact that the member has voting control of the foreign nonprofit 1
corporation. 2
10. The Secretary of State may allow a foreign nonprofit 3
corporation to select an alternative due date for filing the initial list 4
required by this section. 5
11. The Secretary of State may adopt regulations to administer 6
the provisions of subsection 10. 7
Sec. 20. NRS 82.5235 is hereby amended to read as follows: 8
82.5235 1. Each foreign nonprofit corpora tion which is 9
required to make a filing and pay the fee prescribed in NRS 82.523 10
to 82.524, inclusive, and which refuses or neglects to do so within 11
the time provided is in default. 12
2. [For] Except as otherwise provided in this subsection, for 13
default th ere must be added to the amount of the fee a penalty of 14
$50, and unless the filing is made and the fee and penalty are paid 15
on or before the last day of the month in which the anniversary date 16
of the foreign nonprofit corporation occurs, the defaulting for eign 17
nonprofit corporation forfeits its right to transact any business 18
within this State. The Secretary of State may establish by 19
regulation the amount of the penalty for default , which must not 20
exceed $50. If the Secretary of State establishes by regulation the 21
amount of such a penalty for default, there must be added to 22
the amount of the fee a penalty in the amount established by the 23
Secretary of State by regulation. The fee and penalty must be 24
collected as provided in this chapter. 25
Sec. 21. NRS 82.5237 is hereby amended to read as follows: 26
82.5237 1. Except as otherwise provided in subsections 3 and 27
4 and NRS 82.183, the Secretary of State shall reinstate a foreign 28
nonprofit corporation which has forfeited or which forfeits its right 29
to transact business pursuant to the provisions of NRS 82.523 to 30
82.524, inclusive, and restore to the foreign nonprofit corporation its 31
right to transact business in this State, and to exerc ise its corporate 32
privileges and immunities, if it: 33
(a) Files with the Secretary of State: 34
(1) A list as provided in NRS 82.523; and 35
(2) A declaration under penalty of perjury, on a form 36
provided by the Secretary of State, that the reinstatement is 37
authorized by a court of competent jurisdiction in this State or by 38
the duly elected board of directors of the foreign nonprofit 39
corporation or, if the foreign nonprofit corporation does not have a 40
board of directors, the equivalent of such a board; and 41
(b) Except as otherwise provided in NRS 231.14057, pays to the 42
Secretary of State: 43

– 29 –

- *SB75_R1*
(1) The filing fee and penalty set forth in NRS 82.523 and 1
82.5235 for each year or portion thereof that its right to transact 2
business was forfeited; and 3
(2) [A] Except as otherwise provided in this subparagraph, 4
a fee of $100 for reinstatement. The Secretary of State may 5
establish by regulation the amount of the fee for reinstatement , 6
which must not exceed $100. If the Secretary of State establishes 7
by regulation the amount of the fee for reinstatement, the foreign 8
nonprofit corporation must pay to the Secretary of State a fee for 9
reinstatement in the amount established by the Secretary of State 10
by regulation. 11
2. When the Secretary of State reinstates the foreign nonprofit 12
corporation, the Secretary of State shall issue to the foreign 13
nonprofit corporation a certificate of reinstatement if the foreign 14
nonprofit corporation: 15
(a) Requests a certificate of reinstatement; and 16
(b) Pays the fees as provided in subsection 7 of NRS 78.785. 17
3. Except as otherwise provided in NRS 231.14057, the 18
Secretary of State shall not order a reinstatement unless all 19
delinquent fees and penalties have been paid and the revocation of 20
the right to transact business occurred only by re ason of failure to 21
pay the fees and penalties. 22
4. If the right of a foreign nonprofit corporation to transact 23
business in this State has been forfeited pursuant to the provisions of 24
this chapter and has remained forfeited for a period of 5 consecutive 25
years, the right to transact business must not be reinstated. 26
5. Except as otherwise provided in NRS 82.5239, a 27
reinstatement pursuant to this section relates back to the date on 28
which the foreign nonprofit corporation forfeited its right to transact 29
business under the provisions of this chapter and reinstates the 30
foreign nonprofit corporation’s right to transact business as if such 31
right had at all times remained in full force and effect. 32
Sec. 22. NRS 82.528 is hereby amended to read as follows: 33
82.528 [No] 34
1. Except as otherwise provided in subsection 2, no record 35
which is written in a language other than English may be filed or 36
submitted for filing in the Office of the Secretary of State pursuant 37
to the provisions of this chapter unless it is accompanied by a 38
verified translation of that record into the English language. 39
2. The Office of the Secretary of State may accept for filing a 40
record which is written in a language other than English if the 41
Secretary of State d etermines that sufficient resources are 42
available to provide for a verified translation of that record into 43
the English language. 44

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- *SB75_R1*
Sec. 23. NRS 82.531 is hereby amended to read as follows: 1
82.531 1. [The] Except as otherw ise provided in this 2
subsection, the fee for filing articles of incorporation, amendments 3
to or restatements of articles of incorporation [,] and certificates 4
pursuant to NRS 82.061 and 82.063 [and records for dissolution ] is 5
$50 for each record. The Secretary of State may establish by 6
regulation the fee for filing articles of incorporation , which must 7
not exceed $50 for each record . If the Secretary of State 8
establishes the fee by regulation, the fee for filing articles of 9
incorporation must be i n the amount established by the Secretary 10
of State by regulation. 11
2. Except as otherwise provided in NRS 82.193 and subsection 12
1, the fees for filing records are those set forth in NRS 78.765 to 13
78.785, inclusive. 14
Sec. 24. NRS 84.008 is hereby amended to read as follows: 15
84.008 [No] 16
1. Except as otherwise provided in subsection 2, no record 17
which is written in a language other than English may be filed or 18
submitted for filing in the Office of the Secretary of State pu rsuant 19
to the provisions of this chapter unless it is accompanied by a 20
verified translation of that record into the English language. 21
2. The Office of the Secretary of State may accept for filing a 22
record which is written in a language other than English if the 23
Secretary of State determines that sufficient resources are 24
available to provide for a verified translation of that record into 25
the English language. 26
Sec. 25. NRS 84.015 is hereby amended to read as follows: 27
84.015 1. [The] Except as otherwise provided in this 28
subsection, the fee for filing articles of incorporation [,] and 29
amendments to or restatements of articles of incorporation [and 30
records for dissolution ] is $50 for each record. The Secretary of 31
State may es tablish by regulation the fee for filing articles of 32
incorporation, which must not exceed $50 for each record . If the 33
Secretary of State establishes the fee by regulation, the fee for 34
filing articles of incorporation must be in the amount established 35
by the Secretary of State by regulation. 36
2. Except as otherwise provided in this chapter, the fees set 37
forth in NRS 78.785 apply to this chapter. 38
Sec. 26. NRS 84.110 is hereby amended to read as follows: 39
84.110 1. Every c orporation sole must have a registered 40
agent in the manner provided in NRS 78.090 and 78.097. The 41
registered agent shall comply with the provisions of those sections. 42
2. [A] Except as otherwise provided in subsection 3, a 43
corporation sole is subject to t he provisions of NRS 78.150 to 44
78.185, inclusive, except that: 45

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- *SB75_R1*
(a) The fee for filing a list is $50; 1
(b) The penalty added for default is $50; and 2
(c) The fee for reinstatement is $100. 3
3. The Secretary of State may establish by regulation the 4
amount of the fee that a corporation sole must pay for filing a list, 5
the penalty added for default and the fee for reinstatement , which 6
must not exceed the corresponding amount set forth in subsection 7
2. If the Secretary of State establishes by regulation the am ount of 8
the fee for filing a list, the penalty added for default or the fee for 9
reinstatement, the fee for filing a list, the penalty added for default 10
and the fee for reinstatement must be in the amount established by 11
the Secretary of State by regulation. 12
Sec. 27. NRS 84.150 is hereby amended to read as follows: 13
84.150 1. Except as otherwise provided in subsections 3 and 14
4, the Secretary of State shall reinstate any corporation sole which 15
has forfeited its right to trans act business under the provisions of 16
this chapter and restore the right to carry on business in this State 17
and exercise its corporate privileges and immunities, if it: 18
(a) Files with the Secretary of State: 19
(1) The information required pursuant to NRS 77.310; and 20
(2) A declaration under penalty of perjury, on a form 21
provided by the Secretary of State, that the reinstatement is 22
authorized by a court of competent jurisdiction in this State or by 23
the archbishop, bishop, president, trustee in trust, presid ent of stake, 24
president of congregation, overseer, presiding elder, district 25
superintendent, other presiding officer or member of the clergy of a 26
church or religious society or denomination, who has been chosen, 27
elected or appointed in conformity with the constitution, canons, 28
rites, regulations or discipline of the church or religious society or 29
denomination, and in whom is vested the legal title to property held 30
for the purposes, use or benefit of the church or religious society or 31
denomination; and 32
(b) Except as otherwise provided in NRS 231.14057, pays to the 33
Secretary of State the: 34
(1) Filing fees and penalties set forth in this chapter for each 35
year or portion thereof during which its charter has been revoked; 36
and 37
(2) Fee for reinstatement [set forth in paragraph (c) of 38
subsection 2 of] in the amount required by NRS 84.110. 39
2. When the Secretary of State reinstates the corporation to its 40
former rights, the Secretary of State shall: 41
(a) Immediately issue and deliver to the corporation a certifi cate 42
of reinstatement authorizing it to transact business, as if the fees had 43
been paid when due; and 44

– 32 –

- *SB75_R1*
(b) Upon demand, issue to the corporation a certified copy of the 1
certificate of reinstatement. 2
3. Except as otherwise provided in NRS 231.14057, the 3
Secretary of State shall not order a reinstatement unless all 4
delinquent fees and penalties have been paid, and the revocation of 5
its charter occurred only by reason of its failure to pay the fees and 6
penalties. 7
4. If a corporate charter has been revoked pursuant to the 8
provisions of this chapter and has remained revoked for 10 9
consecutive years, the charter must not be reinstated. 10
5. A reinstatement pursuant to this section relates back to the 11
date on which the corporation forfeited its right to transac t business 12
under the provisions of this chapter and reinstates the corporation’s 13
right to transact business as if such right had at all times remained in 14
full force and effect. 15
Sec. 28. NRS 86.171 is hereby amended to read as follows: 16
86.171 1. The name of a limited -liability company formed 17
under the provisions of this chapter must contain the words 18
“Limited-Liability Company,” “Limited Liability Company,” 19
“Limited Company,” or “Limited” or the abbreviations “Ltd.,” 20
“L.L.C.,” “L.C.,” “LLC” or “LC.” The word “Company” may be 21
abbreviated as “Co.” 22
2. The name proposed for a limited -liability company must be 23
distinguishable on the records of the Secretary of State from the 24
names of all other artificial persons formed, organi zed, registered or 25
qualified pursuant to the provisions of this title that are on file in the 26
Office of the Secretary of State and all names that are reserved in 27
the Office of the Secretary of State pursuant to the provisions of this 28
title. If a proposed n ame is not so distinguishable, the Secretary of 29
State shall return the articles of organization to the organizer, unless 30
the written, acknowledged consent of the holder of the name on file 31
or reserved name to use the same name or the requested similar 32
name accompanies the articles of organization. 33
3. For the purposes of this section and NRS 86.176, a proposed 34
name is not distinguishable from a name on file or reserved name 35
solely because one or the other contains distinctive lettering, a 36
distinctive mark, a trademark or a trade name, or any combination 37
thereof. 38
4. The name of a limited -liability company whose charter has 39
been revoked, which has merged and is not the surviving entity or 40
whose existence has otherwise terminated is available for use by any 41
other artificial person. 42
5. The Secretary of State shall not accept for filing any articles 43
of organization for any limited -liability company if the name of the 44
limited-liability company contains the word “accountant,” 45

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- *SB75_R1*
“accounting,” “accountancy,” “audit or” or “auditing” unless the 1
Nevada State Board of Accountancy certifies that the limited -2
liability company: 3
(a) Is registered pursuant to the provisions of chapter 628 of 4
NRS; or 5
(b) Has filed with the Nevada State Board of Accountancy under 6
penalty of perjury a written statement that the limited -liability 7
company is not engaged in the practice of accounting and is not 8
offering to practice accounting in this State. 9
6. The Secretary of State shall not accept for filing any articles 10
of organization or ce rtificate of amendment of articles of 11
organization of any limited -liability company formed or existing 12
pursuant to the laws of this State which provides that the name of 13
the limited -liability company contains the word “bank” or “trust” 14
unless: 15
(a) It appears from the articles of organization or the certificate 16
of amendment that the limited -liability company proposes to carry 17
on business as a banking or trust company, exclusively or in 18
connection with its business as a bank, savings and loan association, 19
savings bank or thrift company; and 20
(b) The articles of organization or certificate of amendment is 21
first approved by the Commissioner of Financial Institutions. 22
7. The Secretary of State shall not accept for filing any articles 23
of organization or certifi cate of amendment of articles of 24
organization of any limited -liability company formed or existing 25
pursuant to the provisions of this chapter if it appears from the 26
articles or the certificate of amendment that the business to be 27
carried on by the limited -liability company is subject to supervision 28
by the Commissioner of Insurance or by the Commissioner of 29
Financial Institutions unless the articles or certificate of amendment 30
is approved by the Commissioner who will supervise the business of 31
the limited-liability company. 32
8. Except as otherwise provided in subsection 7, the Secretary 33
of State shall not accept for filing any articles of organization or 34
certificate of amendment of articles of organization of any limited -35
liability company formed or existing pu rsuant to the laws of this 36
State which provides that the name of the limited -liability company 37
contains the words “engineer,” “engineered,” “engineering,” 38
“professional engineer,” “registered engineer” or “licensed 39
engineer” unless: 40
(a) The State Board of Professional Engineers and Land 41
Surveyors certifies that the principals of the limited -liability 42
company are licensed to practice engineering pursuant to the laws of 43
this State; or 44

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- *SB75_R1*
(b) The State Board of Professional Engineers and Land 1
Surveyors certifies that the limited-liability company is exempt from 2
the prohibitions of NRS 625.520. 3
9. Except as otherwise provided in subsection 7, the Secretary 4
of State shall not accept for filing any articles of organization or 5
certificate of ame ndment of articles of organization of any limited -6
liability company formed or existing pursuant to the laws of this 7
State which provides that the name of the limited -liability company 8
contains the words “architect,” “architecture,” “registered architect,” 9
“licensed architect,” “registered interior designer,” “registered 10
interior design,” “residential designer,” “registered residential 11
designer,” “licensed residential designer” or “residential design” 12
unless [the] : 13
(a) The State Board of Architecture, Inte rior Design and 14
Residential Design certifies that: 15
[(a)] (1) The principals of the limited -liability company are 16
holders of a certificate of registration to practice architecture or 17
residential design or to practice as a registered interior designer, as 18
applicable, pursuant to the laws of this State; or 19
[(b)] (2) The limited -liability company is qualified to do 20
business in this State pursuant to NRS 623.349 [.] ; or 21
(b) The principals of the limited -liability company present 22
documentation satisfactory to the Secretary of State showing that: 23
(1) The principals are holders of a certificate of registration 24
to practice architecture or residential design or to practice as a 25
registered interior designer, as applicable, pursuant to the laws of 26
this State; or 27
(2) The limited-liability company is qualified to do business 28
in this State pursuant to NRS 623.349. 29
10. The Secretary of State shall not accept for filing any 30
articles of organization or certificate of amendment of articles of 31
organization of any limit ed-liability company formed or existing 32
pursuant to the laws of this State which provides that the name of 33
the limited-liability company contains the words “common -interest 34
community,” “community association,” “master association,” “unit -35
owners’ association” or “homeowners’ association” or if it appears 36
in the articles of organization or certificate of amendment of articles 37
of organization that the purpose of the limited -liability company is 38
to operate as a unit -owners’ association pursuant to chapter 116 o r 39
116B of NRS unless the Administrator of the Real Estate Division 40
of the Department of Business and Industry certifies that the 41
limited-liability company has: 42
(a) Registered with the Ombudsman for Owners in Common -43
Interest Communities and Condominium Hot els pursuant to NRS 44
116.31158 or 116B.625; and 45

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- *SB75_R1*
(b) Paid to the Administrator of the Real Estate Division the fees 1
required pursuant to NRS 116.31155 or 116B.620. 2
11. The Secretary of State may adopt regulations that interpret 3
the requirements of this section. 4
Sec. 29. NRS 86.263 is hereby amended to read as follows: 5
86.263 1. A limited-liability company shall, at the time of the 6
filing of its articles of organization with the Secretary of State, or, if 7
the limited -liability company has selected an alternative due date 8
pursuant to subsection 12, on or before that alternative due date, file 9
with the Secretary of State, on a form furnished by the Secretary of 10
State, a list that contains: 11
(a) The name of the limited-liability company; 12
(b) The file number of the limited-liability company, if known; 13
(c) The names and titles of all of its managers or, if there is no 14
manager, all of its managing members; 15
(d) The address, either residence or business, of each manager or 16
managing member listed, following the name of the manager or 17
managing member; and 18
(e) The signature of a manager or managing member of the 19
limited-liability company, or some other person specifically 20
authorized by the limited -liability company to sign the list, 21
certifying that the list is true, complete and accurate. 22
2. The limited-liability company shall thereafter, on or before 23
the last day of the month in which the anniversary date of its 24
organization occurs, or, if, pursuant to subsection 12, the lim ited-25
liability company has selected an alternative due date for filing the 26
list required by subsection 1, on or before the last day of the month 27
in which the anniversary date of the alternative due date occurs in 28
each year, file with the Secretary of State , on a form furnished by 29
the Secretary of State, an annual list containing all of the 30
information required in subsection 1. 31
3. Each list required by subsections 1 and 2 must be 32
accompanied by a declaration under penalty of perjury that: 33
(a) The limited -liability company has complied with the 34
provisions of chapter 76 of NRS; 35
(b) The limited-liability company acknowledges that pursuant to 36
NRS 239.330, it is a category C felony to knowingly offer any false 37
or forged instrument for filing in the Office of t he Secretary of 38
State; and 39
(c) None of the managers or managing members identified in the 40
list has been identified in the list with the fraudulent intent of 41
concealing the identity of any person or persons exercising the 42
power or authority of a manager or managing member in 43
furtherance of any unlawful conduct. 44

– 36 –

- *SB75_R1*
4. [Upon] Except as otherwise provided in this subsection, 1
upon filing: 2
(a) The initial list required by subsection 1, the limited -liability 3
company shall pay to the Secretary of State a fee of $150. 4
(b) Each annual list required by subsection 2, the limited -5
liability company shall pay to the Secretary of State a fee of $150. 6
 The Secretary of State may establish by regulation the amount 7
of the fee which must be paid for filing the initial list required by 8
subsection 1 and each annual list required by subsection 2 , which 9
must not exceed $150. If the Secretary of State establishes by 10
regulation the amount of such a fee, upon filing the initial list and 11
each annual list, the limited -liability company shall pay to the 12
Secretary of State a fee in the amount established by the Secretary 13
of State by regulation. 14
5. If a limi ted-liability company files an amended list of 15
managers and managing members with the Secretary of State within 16
60 days after the date on which the initial list required by subsection 17
1 is filed, the limited -liability company or the resigning manager or 18
managing member is not required to pay a fee for filing the 19
amended list. 20
6. Except as otherwise provided in subsection 5, if a manager 21
or managing member of a limited -liability company resigns and the 22
resignation is not reflected on the annual or amended list of 23
managers and managing members, the limited -liability company or 24
the resigning manager or managing member shall pay to the 25
Secretary of State a fee of $75 to file the resignation. 26
7. The Secretary of State shall, 90 days before the last day for 27
filing each list required by subsection 2, provide to each limited -28
liability company which is required to comply with the provisions of 29
this section, and which has not become delinquent, a notice of the 30
fee due under subsection 4 and a reminder to file the list required by 31
subsection 2. Failure of any company to receive a notice does not 32
excuse it from the penalty imposed by law. 33
8. If the list to be filed pursuant to the provisions of subsection 34
1 or 2 is defective or the fee required by subsection 4 is not paid, the 35
Secretary of State may return the list for correction or payment. 36
9. An annual list for a limited -liability company not in default 37
received by the Secretary of State more than 90 days before its due 38
date shall be deemed an amended list for the previous year. 39
10. A person who files with the Secretary of State a list 40
required by subsection 1 or 2 which identifies a manager or 41
managing member with the fraudulent intent of concealing the 42
identity of any person or persons exercising the power or authority 43
of a manager or managing member in furtherance of any unlawful 44
conduct is subject to the penalty set forth in NRS 225.084. 45

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- *SB75_R1*
11. For the purposes of this section, a member is not deemed to 1
exercise actual control of the daily operations of a limi ted-liability 2
company based solely on the fact that the member has voting control 3
of the limited-liability company. 4
12. The Secretary of State may allow a limited -liability 5
company to select an alternative due date for filing the list required 6
by subsection 1. 7
13. The Secretary of State may adopt regulations to administer 8
the provisions of subsection 12. 9
Sec. 30. NRS 86.272 is hereby amended to read as follows: 10
86.272 1. Each limited-liability company which is required to 11
make a filing and pay the fee prescribed in NRS 86.263 and 86.264 12
and which refuses or neglects to do so within the time provided is in 13
default. 14
2. Upon notification from the Administrator of the Real Estate 15
Division of the Department of Business and Industry that a limited -16
liability company which is a unit -owners’ association as defined in 17
NRS 116.011 or 116B.030 has failed to register pursuant to NRS 18
116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 19
116.31155 or 116B.620, the Secret ary of State shall deem the 20
limited-liability company to be in default. If, after the limited -21
liability company is deemed to be in default, the Administrator 22
notifies the Secretary of State that the limited -liability company has 23
registered pursuant to NRS 116.31158 or 116B.625 and paid the 24
fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State 25
shall reinstate the limited -liability company if the limited -liability 26
company complies with the requirements for reinstatement as 27
provided in this section and NRS 86.276. 28
3. [For] Except as otherwise provided in this subsection, for 29
default there must be added to the amount of the fee a penalty of 30
$75. The Secretary of State may establish by regulation the 31
amount of the penalty for default , which must no t exceed $75. If 32
the Secretary of State establishes by regulation the amount of such 33
a penalty for default, there must be added to the amount of the fee 34
a penalty in the amount established by the Secretary of State by 35
regulation. The fee and penalty must b e collected as provided in 36
this chapter. 37
Sec. 31. NRS 86.276 is hereby amended to read as follows: 38
86.276 1. Except as otherwise provided in subsections 3 and 39
4 and NRS 86.246, the Secretary of State shall reinstate any limited-40
liability company which has forfeited or which forfeits its right to 41
transact business pursuant to the provisions of this chapter and shall 42
restore to the company its right to carry on business in this State, 43
and to exercise its privileges and immunities, if it: 44
(a) Files with the Secretary of State: 45

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- *SB75_R1*
(1) The list required by NRS 86.263; 1
(2) The statement required by NRS 86.264, if applicable; 2
(3) The information required pursuant to NRS 77.310; and 3
(4) A declaration under penalty of perjury, on a form 4
provided by the Secretary of State, that the reinstatement is 5
authorized by a court of competent jurisdiction in this State or by 6
the duly selected manager or managers of the limited -liability 7
company or, if there are no managers, its managing members; and 8
(b) Except as otherwise provided in NRS 231.14057, pays to the 9
Secretary of State: 10
(1) The filing fee and penalty set forth in NRS 86.263 and 11
86.272 for each year or portion thereof during which it failed to file 12
in a timely manner each required annual list; 13
(2) The fee set forth in NRS 86.264, if applicable; and 14
(3) [A] Except as otherwise provided in this subparagraph, 15
a fee of $300 for reinstatement. The Secretary of State may 16
establish by regulation the amount of the fee for r einstatement, 17
which must not exceed $300. If the Secretary of State establishes 18
by regulation the amount of the fee for reinstatement, the limited -19
liability company must pay to the Secretary of State a fee for 20
reinstatement in the amount established by the Secretary of State 21
by regulation. 22
2. When the Secretary of State reinstates the limited -liability 23
company, the Secretary of State shall issue to the company a 24
certificate of reinstatement if the limited-liability company: 25
(a) Requests a certificate of reinstatement; and 26
(b) Pays the required fees pursuant to NRS 86.561. 27
3. Except as otherwise provided in NRS 231.14057, the 28
Secretary of State shall not order a reinstatement unless all 29
delinquent fees and penalties have been paid, and the revocation of 30
the charter occurred only by reason of failure to pay the fees and 31
penalties. 32
4. If a company’s charter has been revoked pursuant to the 33
provisions of this chapter and has remained revoked for a period of 34
5 consecutive years, the charter must not be reinstated. 35
5. Except as otherwise provided in NRS 86.278, a 36
reinstatement pursuant to this section relates back to the date on 37
which the company forfeited its right to transact business under the 38
provisions of this chapter and reinstates the company’s righ t to 39
transact business as if such right had at all times remained in full 40
force and effect. 41
Sec. 31.5. NRS 86.4895 is hereby amended to read as follows: 42
86.4895 1. The Secretary of State shall authorize a limited-43
liability company whose charter has been revoked to dissolve 44
without paying additional fees and penalties [, other than the fee for 45

– 39 –

- *SB75_R1*
filing articles of dissolution required by NRS 86.561,] if the limited-1
liability company provides evidence satisfact ory to the Secretary of 2
State that the limited -liability company did not transact business in 3
this State or as a limited-liability company organized pursuant to the 4
laws of this State: 5
(a) During the entire period for which its charter was revoked; or 6
(b) During a portion of the period for which its charter was 7
revoked and the limited -liability company paid the fees and 8
penalties for the portion of that period in which the limited -liability 9
company transacted business in this State or as a limited -liability 10
company organized pursuant to the laws of this State. 11
2. The Secretary of State may adopt regulations to administer 12
the provisions of this section. 13
Sec. 32. NRS 86.5461 is hereby amended to read as follows: 14
86.5461 1. Each foreign limited -liability company doing 15
business in this State shall, at the time of the filing of its application 16
for registration as a foreign limited -liability company with the 17
Secretary of State, or, if the foreign limited -liability company ha s 18
selected an alternative due date pursuant to subsection 11, on or 19
before that alternative due date, and annually thereafter on or before 20
the last day of the month in which the anniversary date of its 21
qualification to do business in this State occurs in e ach year, or, if 22
applicable, on or before the last day of the month in which the 23
anniversary date of the alternative due date occurs in each year, file 24
with the Secretary of State a list on a form furnished by the 25
Secretary of State that contains: 26
(a) The name of the foreign limited-liability company; 27
(b) The file number of the foreign limited -liability company, if 28
known; 29
(c) The names and titles of all its managers or, if there is no 30
manager, all its managing members; 31
(d) The address, either residence or business, of each manager or 32
managing member listed pursuant to paragraph (c); and 33
(e) The signature of a manager or managing member of the 34
foreign limited-liability company, or some other person specifically 35
authorized by the foreign limited -liability company to sign the list, 36
certifying that the list is true, complete and accurate. 37
2. Each list filed pursuant to this section must be accompanied 38
by a declaration under penalty of perjury that: 39
(a) The foreign limited-liability company has complied wi th the 40
provisions of chapter 76 of NRS; 41
(b) The foreign limited -liability company acknowledges that 42
pursuant to NRS 239.330, it is a category C felony to knowingly 43
offer any false or forged instrument for filing with the Office of the 44
Secretary of State; and 45

– 40 –

- *SB75_R1*
(c) None of the managers or managing members identified in the 1
list has been identified in the list with the fraudulent intent of 2
concealing the identity of any person or persons exercising the 3
power or authority of a manager or managing member in 4
furtherance of any unlawful conduct. 5
3. [Upon] Except as otherwise provided in this subsection, 6
upon filing: 7
(a) The initial list required by this section, the foreign limited -8
liability company shall pay to the Secretary of State a fee of $150. 9
(b) Each annual list required by this section, the foreign limited -10
liability company shall pay to the Secretary of State a fee of $150. 11
 The Secretary of State may establish by regulation the amount 12
of the fee which must be paid for filing the initial list and each 13
annual list required by this section , which must not exceed $150. 14
If the Secretary of State establishes by regulation the amount of 15
such a fee, upon filing the initial list and each annual list, the 16
foreign limited -liability company shall pay to the Secretary of 17
State a fee in the amount established by the Secretary of State by 18
regulation. 19
4. If a foreign limited -liability company files an amended list 20
of managers and managing members with the Secretary of State 21
within 60 days after the date on which the initial list required by this 22
section is filed, the foreign limited -liability company or the 23
resigning manager or managing member is not required to pay a fee 24
for filing the amended list. 25
5. Except as otherwise provided in subsection 4, if a manage r 26
or managing member of a foreign limited -liability company resigns 27
and the resignation is not reflected on the annual or amended list of 28
managers and managing members, the foreign limited -liability 29
company or the resigning manager or managing member shall pay 30
to the Secretary of State a fee of $75 to file the resignation. 31
6. The Secretary of State shall, 90 days before the last day for 32
filing each annual list required by this section, provide to each 33
foreign limited-liability company which is required to comply with 34
the provisions of NRS 86.5461 to 86.5468, inclusive, and which has 35
not become delinquent, a notice of the fee due pursuant to 36
subsection 3 and a reminder to file the list required pursuant 37
to subsection 1. Failure of any foreign limited -liability company to 38
receive a notice does not excuse it from the penalty imposed by the 39
provisions of NRS 86.5461 to 86.5468, inclusive. 40
7. If the list to be filed pursuant to the provisions of subsection 41
1 is defective or the fee required by subsection 3 is not paid, the 42
Secretary of State may return the list for correction or payment. 43
8. An annual list for a foreign limited -liability company not in 44
default which is received by the Secretary of State more than 90 45

– 41 –

- *SB75_R1*
days before its due date shall be deemed an amended list for the 1
previous year and does not satisfy the requirements of this section 2
for the year to which the due date is applicable. 3
9. A person who files with the Secretary of State a list required 4
by this section which identifies a manager or managing member 5
with the fraudulent intent of concealing the identity of any person or 6
persons exercising the power or authority of a manager or managing 7
members in furtherance of any unlawful conduct is subject to the 8
penalty set forth in NRS 225.084. 9
10. For the purposes of this section, a member is not deemed to 10
exercise actual control of the daily operations of a foreign limited -11
liability company based solely on the fact that the member has 12
voting control of the foreign limited-liability company. 13
11. The Secretary of State may allow a foreign limited -liability 14
company to select an alternative due date for filing the initial list 15
required by this section. 16
12. The Secretary of State may adopt regulations to administer 17
the provisions of subsection 11. 18
Sec. 33. NRS 86.5465 is hereby amended to read as follows: 19
86.5465 1. Each foreign limited -liability company which is 20
required to make a filing and pay the fee prescribed in NRS 86.5461 21
to 86.5468, inclusive, and which refuses or neglects to do so within 22
the time provided is in default. 23
2. [For] Except as otherwise provided in this subsection, for 24
default there must be added to the amount of the fee a penalty of 25
$75, and unless the filing is made and the fee and penalty are paid 26
on or before the last day of the month in which the anniversary date 27
of the foreign limited -liability company occurs, the defaulting 28
foreign limited-liability company by reason of its default forfeits its 29
right to transact any business within this State. The Secretary of 30
State may establish by regulation the amount of the penalty for 31
default, which must not exceed $75. If the Secretary of State 32
establishes by regulation the amount of such a penalty for default, 33
there must be added to the amount of the fee a penalty in the 34
amount established by the Secretary of State by regulation. The fee 35
and penalty must be collected as provided in this chapter. 36
Sec. 34. NRS 86.5467 is hereby amended to read as follows: 37
86.5467 1. Except as otherwise provided in subsections 3 and 38
4 and NRS 86.54615, the Secretary of State shall reinstate a foreign 39
limited-liability company which has forfeited or which forfeits its 40
right to transact business under the provisions of this chapter and 41
shall restore to the foreign limited -liability company its right to 42
transact business in this State, and to exercise its privilege s and 43
immunities, if it: 44
(a) Files with the Secretary of State: 45

– 42 –

- *SB75_R1*
(1) The list required by NRS 86.5461; 1
(2) The statement required by NRS 86.5462, if applicable; 2
(3) The information required pursuant to NRS 77.310; and 3
(4) A declaration under penalt y of perjury, on a form 4
provided by the Secretary of State, that the reinstatement is 5
authorized by a court of competent jurisdiction in this State or by 6
the duly selected manager or managers of the foreign limited -7
liability company or, if there are no man agers, its managing 8
members; and 9
(b) Except as otherwise provided in NRS 231.14057, pays to the 10
Secretary of State: 11
(1) The filing fee and penalty set forth in NRS 86.5461 and 12
86.5465 for each year or portion thereof that its right to transact 13
business was forfeited; 14
(2) The fee set forth in NRS 86.5462, if applicable; and 15
(3) [A] Except as otherwise provided in this subparagraph, 16
a fee of $300 for reinstatement. The Secretary of State may 17
establish by regulation the amount of the fee for reinstateme nt, 18
which must not exceed $300. If the Secretary of State establishes 19
by regulation the amount of the fee for reinstatement, the foreign 20
limited-liability company must pay to the Secretary of State a fee 21
for reinstatement in the amount established by the S ecretary of 22
State by regulation. 23
2. When the Secretary of State reinstates the foreign limited -24
liability company, the Secretary of State shall issue to the foreign 25
limited-liability company a certificate of reinstatement if the foreign 26
limited-liability company: 27
(a) Requests a certificate of reinstatement; and 28
(b) Pays the required fees pursuant to NRS 86.561. 29
3. Except as otherwise provided in NRS 231.14057, the 30
Secretary of State shall not order a reinstatement unless all 31
delinquent fees and penalti es have been paid and the revocation of 32
the right to transact business occurred only by reason of failure to 33
pay the fees and penalties. 34
4. If the right of a foreign limited -liability company to transact 35
business in this State has been forfeited pursuant to the provisions of 36
this chapter and has remained forfeited for a period of 5 consecutive 37
years, the right must not be reinstated. 38
5. Except as otherwise provided in NRS 86.5468, a 39
reinstatement pursuant to this section relates back to the date on 40
which the foreign limited -liability company forfeited its right to 41
transact business under the provisions of this chapter and reinstates 42
the foreign limited -liability company’s right to transact business as 43
if such right had at all times remained in full force and effect. 44

– 43 –

- *SB75_R1*
Sec. 34.5. NRS 86.5469 is hereby amended to read as follows: 1
86.5469 1. The Secretary of State shall authorize a foreign 2
limited-liability company whose right to transact business in this 3
State has been revoked to cancel its registration without paying 4
additional fees and penalties [, other than the fee for filing a 5
certificate of cancellation required by NRS 86.561, ] if the foreign 6
limited-liability company provides evidence satisfactory to the 7
Secretary of State that the foreign limited -liability company did not 8
transact business in this State: 9
(a) During the entire period for which its right to transact 10
business in this State was revoked; or 11
(b) During a portion of the period for which its right to tr ansact 12
business in this State was revoked and the foreign limited -liability 13
company paid the fees and penalties for the portion of that period in 14
which the foreign limited -liability company transacted business in 15
this State. 16
2. The Secretary of State may adopt regulations to administer 17
the provisions of this section. 18
Sec. 35. NRS 86.561 is hereby amended to read as follows: 19
86.561 1. [The] Except as otherwise provided in subsection 20
4, the Secretary of State shall charge and collect for: 21
(a) Filing the original articles of organization, or for registration 22
of a foreign company, $75; 23
(b) Amending or restating the articles of organization, amending 24
the registration of a foreign company or filing a certificate of 25
correction, $175; 26
(c) [Filing the articles of dissolution of a domestic or foreign 27
company, $100; 28
(d)] Certifying a copy of articles of organization or an 29
amendment to the articles, $30; 30
[(e)] (d) Certifying an authorized printed copy of this chapter, 31
$30; 32
[(f)] (e) Reserving a name for a limited-liability company, $25; 33
[(g) Filing a certificate of cancellation, $100; 34
(h)] (f) Signing, filing or certifying any other record, $50; and 35
[(i)] (g) Copies provided by the Office of the Secretary of State, 36
$2 per page. 37
2. The Secretary of State shall charge and collect, at the time of 38
any service of process on the Secretary of State as agent for service 39
of process of a limited -liability company, $100 which may be 40
recovered as taxable costs by the party to the act ion causing the 41
service to be made if the party prevails in the action. 42
3. Except as otherwise provided in this section, the fees set 43
forth in NRS 78.785 apply to this chapter. 44

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- *SB75_R1*
4. The Secretary of State may establish by regulation the 1
amount of the fee for filing the original articles of organization or 2
for registration of a foreign company , which must not exceed $75. 3
If the Secretary of State establishes by regulation the amount of 4
such a fee, the Secretary of State shall charge and collect a fee in 5
the amount established by the Secretary of State by regulation for 6
filing the original articles of organization or for registration of a 7
foreign company. 8
Sec. 36. NRS 86.566 is hereby amended to read as follows: 9
86.566 [No] 10
1. Except as otherwise provided in subsection 2, no record 11
which is written in a language other than English may be filed or 12
submitted for filing in the Office of the Secretary of State pursuant 13
to the provisions of this chapter unless it is accompanie d by a 14
verified translation of that record into the English language. 15
2. The Office of the Secretary of State may accept for filing a 16
record which is written in a language other than English if the 17
Secretary of State determines that sufficient resources are 18
available to provide for a verified translation of that record into 19
the English language. 20
Sec. 37. NRS 87.440 is hereby amended to read as follows: 21
87.440 1. To become a registered limited -liability 22
partnership, a pa rtnership shall file with the Secretary of State a 23
certificate of registration stating each of the following: 24
(a) The name of the partnership. 25
(b) The street address of its principal office. 26
(c) The information required pursuant to NRS 77.310. 27
(d) The name and business address of each managing partner. 28
(e) That the partnership thereafter will be a registered limited -29
liability partnership. 30
(f) Any other information that the partnership wishes to include. 31
2. The certificate of registration must be sig ned by a majority 32
in interest of the partners or by one or more partners authorized to 33
sign such a certificate. 34
3. [The] Except as otherwise provided in this subsection, the 35
certificate of registration must be accompanied by a fee of $75. The 36
Secretary of State may establish by regulation the fee that must 37
accompany a certificate of registration , which must not exceed 38
$75. If the Secretary of State establishes by regulation such a fee, 39
the certificate of registration must be accompanied by a fee in the 40
amount established by the Secretary of State by regulation. 41
4. The Secretary of State shall register as a registered limited -42
liability partnership any partnership that submits a completed 43
certificate of registration with the required fee. A person shall not 44
register a registered limited -liability partnership for any illegal 45

– 45 –

- *SB75_R1*
purpose or with the fraudulent intent to conceal any business 1
activity, or lack thereof, from another person or a governmental 2
agency. 3
5. The registration of a registe red limited -liability partnership 4
is effective at the time of the filing of the certificate of registration. 5
Sec. 38. NRS 87.450 is hereby amended to read as follows: 6
87.450 1. The name proposed for a registered limited-7
liability partnership must contain the words “Limited -Liability 8
Partnership” or “Registered Limited -Liability Partnership” or the 9
abbreviation “L.L.P.” or “LLP” as the last words or letters of the 10
name and must be distinguishable on the records of the Secretary of 11
State from the names of all other artificial persons formed, 12
organized, registered or qualified pursuant to the provisions of this 13
title that are on file in the Office of the Secretary of State and all 14
names that are reserved in the Office of the Secretary of State 15
pursuant to the provisions of this title. If the name of the registered 16
limited-liability partnership on a certificate of registration of 17
limited-liability partnership submitted to the Secretary of State is not 18
distinguishable from a name on file or reserved name, the Secretary 19
of State shall return the certificate to the person who signed it unless 20
the written, acknowledged consent of the holder of the name on file 21
or reserved name to use the name accompanies the certificate. 22
2. For the purposes of this section, a proposed name is not 23
distinguishable from a name on file or reserved name solely because 24
one or the other contains distinctive lettering, a distinctive mark, a 25
trademark or a trade name, or any combination thereof. 26
3. The Secretary of State shall not accept for filing any 27
certificate of registration or certificate of amendment of a certificate 28
of registration of any registered limited -liability partnership formed 29
or existing pursuant to the laws of this State which pr ovides that the 30
name of the registered limited -liability partnership contains the 31
word “accountant,” “accounting,” “accountancy,” “auditor” or 32
“auditing” unless the Nevada State Board of Accountancy certifies 33
that the registered limited-liability partnership: 34
(a) Is registered pursuant to the provisions of chapter 628 of 35
NRS; or 36
(b) Has filed with the Nevada State Board of Accountancy under 37
penalty of perjury a written statement that the registered limited -38
liability partnership is not engaged in the pract ice of accounting and 39
is not offering to practice accounting in this State. 40
4. The Secretary of State shall not accept for filing any 41
certificate of registration or certificate of amendment of a certificate 42
of registration of any registered limited -liability partnership formed 43
or existing pursuant to the laws of this State which provides that the 44

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- *SB75_R1*
name of the registered limited -liability partnership contains the 1
word “bank” or “trust” unless: 2
(a) It appears from the certificate of registration or the certificate 3
of amendment that the registered limited -liability partnership 4
proposes to carry on business as a banking or trust company, 5
exclusively or in connection with its business as a bank, savings and 6
loan association, savings bank or thrift company; and 7
(b) The certificate of registration or certificate of amendment is 8
first approved by the Commissioner of Financial Institutions. 9
5. The Secretary of State shall not accept for filing any 10
certificate of registration or certificate of amendment of a certi ficate 11
of registration of any registered limited -liability partnership formed 12
or existing pursuant to the provisions of this chapter if it appears 13
from the certificate of registration or the certificate of amendment 14
that the business to be carried on by th e registered limited -liability 15
partnership is subject to supervision by the Commissioner of 16
Insurance or by the Commissioner of Financial Institutions, unless 17
the certificate of registration or certificate of amendment is 18
approved by the Commissioner who w ill supervise the business of 19
the registered limited-liability partnership. 20
6. Except as otherwise provided in subsection 5, the Secretary 21
of State shall not accept for filing any certificate of registration or 22
certificate of amendment of a certificate o f registration of any 23
registered limited -liability partnership formed or existing pursuant 24
to the laws of this State which provides that the name of the 25
registered limited -liability partnership contains the words 26
“engineer,” “engineered,” “engineering,” “p rofessional engineer,” 27
“registered engineer” or “licensed engineer” unless: 28
(a) The State Board of Professional Engineers and Land 29
Surveyors certifies that the principals of the registered limited -30
liability partnership are licensed to practice engineering pursuant to 31
the laws of this State; or 32
(b) The State Board of Professional Engineers and Land 33
Surveyors certifies that the registered limited -liability partnership is 34
exempt from the prohibitions of NRS 625.520. 35
7. Except as otherwise provided in subse ction 5, the Secretary 36
of State shall not accept for filing any certificate of registration or 37
certificate of amendment of a certificate of registration of any 38
registered limited -liability partnership formed or existing pursuant 39
to the laws of this State w hich provides that the name of the 40
registered limited -liability partnership contains the words 41
“architect,” “architecture,” “registered architect,” “licensed 42
architect,” “registered interior designer,” “registered interior 43
design,” “residential designer,” “registered residential designer,” 44
“licensed residential designer” or “residential design” unless [the] : 45

– 47 –

- *SB75_R1*
(a) The State Board of Architecture, Interior Design and 1
Residential Design certifies that: 2
[(a)] (1) The principals of the registered limited-liability 3
partnership are holders of a certificate of registration to practice 4
architecture or residential design or to practice as a registered 5
interior designer, as applicable, pursuant to the laws of this State; or 6
[(b)] (2) The registered limi ted-liability partnership is qualified 7
to do business in this State pursuant to NRS 623.349 [.] ; or 8
(b) The principals of the registered limited-liability partnership 9
present documentation satisfactory to the Secretary of State 10
showing that: 11
(1) The principals are holders of a certificate of registration 12
to practice architecture or residential design or to practice as a 13
registered interior designer, as applicable, pursuant to the laws of 14
this State; or 15
(2) The registered limited -liability partnership is qualified 16
to do business in this State pursuant to NRS 623.349. 17
8. The Secretary of State shall not accept for filing any 18
certificate of registration or certificate of amendment of a certificate 19
of registration of any registered limited -liability partnership formed 20
or existing pursuant to the laws of this State which provides that the 21
name of the registered limited -liability partnership contains the 22
words “common -interest community,” “community association,” 23
“master association,” “unit -owners’ associat ion” or “homeowners’ 24
association” or if it appears in the certificate of registration or 25
certificate of amendment that the purpose of the registered limited -26
liability partnership is to operate as a unit -owners’ association 27
pursuant to chapter 116 or 116B of NRS unless the Administrator of 28
the Real Estate Division of the Department of Business and Industry 29
certifies that the registered limited-liability partnership has: 30
(a) Registered with the Ombudsman for Owners in Common -31
Interest Communities and Condomin ium Hotels pursuant to NRS 32
116.31158 or 116B.625; and 33
(b) Paid to the Administrator of the Real Estate Division the fees 34
required pursuant to NRS 116.31155 or 116B.620. 35
9. The name of a registered limited -liability partnership whose 36
right to transact bu siness has been forfeited, which has merged and 37
is not the surviving entity or whose existence has otherwise 38
terminated is available for use by any other artificial person. 39
10. The Secretary of State may adopt regulations that interpret 40
the requirements of this section. 41
Sec. 38.5. NRS 87.470 is hereby amended to read as follows: 42
87.470 The registration of a registered limited -liability 43
partnership is effective until: 44

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- *SB75_R1*
1. Its certificate of registration is revoked pursuant to NRS 1
87.520; or 2
2. The registered limited -liability partnership files with the 3
Secretary of State a notice of withdrawal signed by a managing 4
partner. [The notice must be accompanied by a fee of $100.] 5
Sec. 39. NRS 87.510 is hereby amended to read as follows: 6
87.510 1. A registered limited -liability partnership shall, at 7
the time of the filing of its certificate of registration with the 8
Secretary of State, or, if the registered limited -liability partnership 9
has selected an alternative due date pursuant to subsection 10, on or 10
before that alternative due date, and annually thereafter on or before 11
the last day of the month in which the anniversary date of the filing 12
of its certificate of registration with the Secretary of State occurs, or, 13
if applicable, on or before the last day of the month in which the 14
anniversary date of the alternative due date occurs in each year, file 15
with the Secretary of State, on a form furnished by the Secretary of 16
State, a list that contains: 17
(a) The name of the registered limited-liability partnership; 18
(b) The file number of the registered limited -liability 19
partnership, if known; 20
(c) The names of all of its managing partners; 21
(d) The address, either residence or business, of each managing 22
partner; and 23
(e) The signature of a managing partner of the registered 24
limited-liability partnership, or some other person specifically 25
authorized by the registered limited -liability partnership to sign the 26
list, certifying that the list is true, complete and accurate. 27
2. Each list filed pursuant to subsection 1 must be accompanied 28
by a declaration under penalty of perjury that: 29
(a) The registered limited -liability partnership has complied 30
with the provisions of chapter 76 of NRS; 31
(b) The reg istered limited -liability partnership acknowledges 32
that pursuant to NRS 239.330, it is a category C felony to 33
knowingly offer any false or forged instrument for filing in the 34
Office of the Secretary of State; and 35
(c) None of the managing partners identifi ed in the list has been 36
identified in the list with the fraudulent intent of concealing the 37
identity of any person or persons exercising the power or authority 38
of a managing partner in furtherance of any unlawful conduct. 39
3. [Upon] Except as otherwise pr ovided in this subsection, 40
upon filing: 41
(a) The initial list required by subsection 1, the registered 42
limited-liability partnership shall pay to the Secretary of State a fee 43
of $150. 44

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- *SB75_R1*
(b) Each annual list required by subsection 1, the registered 1
limited-liability partnership shall pay to the Secretary of State a fee 2
of $150. 3
 The Secretary of State may establish by regulation the amount 4
of the fee which must be paid for filing the initial list and each 5
annual list required by subsection 1 , which must not exceed $150. 6
If the Secretary of State establishes by regulation the amount of 7
such a fee, upon filing the initial list and each annual list, the 8
registered limited-liability partnership shall pay to the Secretary of 9
State a fee in the amount established by the Secretary of State by 10
regulation. 11
4. If a registered limited -liability partnership files an amended 12
list of managing partners with the Secretary of State within 60 days 13
after the date on which the initial list required by subsection 1 is 14
filed, th e registered limited -liability partnership or the resigning 15
managing partner is not required to pay a fee for filing the amended 16
list. 17
5. Except as otherwise provided in subsection 4, if a managing 18
partner of a registered limited -liability partnership re signs and the 19
resignation is not reflected on the annual or amended list of 20
managing partners, the registered limited -liability partnership or the 21
resigning managing partner shall pay to the Secretary of State a fee 22
of $75 to file the resignation. 23
6. The Secretary of State shall, at least 90 days before the last 24
day for filing each annual list required by subsection 1, provide to 25
the registered limited -liability partnership a notice of the fee due 26
pursuant to subsection 3 and a reminder to file the annual list 27
required by subsection 1. The failure of any registered limited -28
liability partnership to receive a notice does not excuse it from 29
complying with the provisions of this section. 30
7. If the list to be filed pursuant to the provisions of subsection 31
1 i s defective, or the fee required by subsection 3 is not paid, the 32
Secretary of State may return the list for correction or payment. 33
8. An annual list that is filed by a registered limited -liability 34
partnership which is not in default more than 90 days before it is due 35
shall be deemed an amended list for the previous year and does not 36
satisfy the requirements of subsection 1 for the year to which the 37
due date is applicable. 38
9. A person who files with the Secretary of State an initial list 39
or annual list required by subsection 1 which identifies a managing 40
partner with the fraudulent intent of concealing the identity of any 41
person or persons exercising the power or authority of a managing 42
partner in furtherance of any unlawful conduct is subject to the 43
penalty set forth in NRS 225.084. 44

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10. The Secretary of State may allow a registered limited -1
liability partnership to select an alternative due date for filing the 2
initial list required by subsection 1. 3
11. The Secretary of State may adopt regulations to a dminister 4
the provisions of subsection 10. 5
Sec. 40. NRS 87.520 is hereby amended to read as follows: 6
87.520 1. A registered limited -liability partnership that fails 7
to comply with the provisions of NRS 87.510 is in default. 8
2. Upon notification from the Administrator of the Real Estate 9
Division of the Department of Business and Industry that a 10
registered limited -liability partnership which is a unit -owners’ 11
association as defined in NRS 116.011 or 116B.030 has fail ed to 12
register pursuant to NRS 116.31158 or 116B.625 or failed to pay the 13
fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State 14
shall deem the registered limited -liability partnership to be in 15
default. If, after the registered limited-liability partnership is deemed 16
to be in default, the Administrator notifies the Secretary of State that 17
the registered limited-liability partnership has registered pursuant to 18
NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 19
116.31155 or 116B.620, the Secretary of State shall reinstate the 20
registered limited -liability partnership if the registered limited -21
liability partnership complies with the requirements for 22
reinstatement as provided in this section and NRS 87.530. 23
3. [Any] Except as otherwise provided in this subsection, any 24
registered limited-liability partnership that is in default pursuant to 25
this section must, in addition to the fee required to be paid pursuant 26
to NRS 87.510, pay a penalty of $75. The Secretary of State may 27
establish by regulation the amount of the penalty that must be paid 28
by a registered limited -liability partnership that is in default , 29
which must not exceed $75. If the Secretary of State establishes by 30
regulation the penalty for default, a registered l imited-liability 31
partnership that is in default must pay a penalty in the amount 32
established by the Secretary of State by regulation. 33
4. The Secretary of State shall provide written notice to the 34
registered agent of any registered limited-liability partnership that is 35
in default. The written notice: 36
(a) Must include the amount of any payment that is due from the 37
registered limited-liability partnership. 38
(b) At the request of the registered agent, may be provided 39
electronically. 40
5. If a registered limi ted-liability partnership fails to pay the 41
amount that is due, the certificate of registration of the registered 42
limited-liability partnership shall be deemed revoked immediately 43
after the last day of the month in which the anniversary date of the 44
filing o f the certificate of registration occurs, and the Secretary of 45

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- *SB75_R1*
State shall notify the registered limited -liability partnership, by 1
providing written notice to its registered agent or, if the registered 2
limited-liability partnership does not have a register ed agent, to a 3
managing partner, that its certificate of registration is revoked. The 4
written notice: 5
(a) Must include the amount of any fees and penalties incurred 6
that are due. 7
(b) At the request of the registered agent or managing partner, 8
may be provided electronically. 9
Sec. 41. NRS 87.530 is hereby amended to read as follows: 10
87.530 1. Except as otherwise provided in subsection 3 and 11
NRS 87.515, the Secretary of State shall reinstate the certificate of 12
registration of a registered limited -liability partnership that is 13
revoked pursuant to NRS 87.520 if the registered limited -liability 14
partnership: 15
(a) Files with the Secretary of State: 16
(1) The information required by NRS 87.510; 17
(2) The information required pursuant to NRS 77.310; and 18
(3) A declaration under penalty of perjury, on a form 19
provided by the Secretary of State, that the reinstatement is 20
authorized by a court of competent jurisdiction in this State or by 21
the duly selected managing partners of the re gistered limited -22
liability partnership. 23
(b) Except as otherwise provided in NRS 231.14057, pays to the 24
Secretary of State: 25
(1) The fee required to be paid pursuant to NRS 87.510; 26
(2) Any penalty required to be paid pursuant to NRS 87.520; 27
and 28
(3) [A] Except as otherwise provided in this subparagraph, 29
a reinstatement fee of $300. The Secretary of State may establish 30
by regulation the amount of the reinstatement fee , which must not 31
exceed $300. If the Secretary of State establishes by regulation the 32
amount of the reinstatement fee, the registered limited -liability 33
partnership must pay to the Secretary of State a reinstatement fee 34
in the amount established by the Secretary of State by regulation. 35
2. When the Secretary of State reinstates the registered limited-36
liability partnership, the Secretary of State shall issue to the 37
registered limited-liability partnership a certificate of reinstatement 38
if the registered limited-liability partnership: 39
(a) Requests a certificate of reinstatement; and 40
(b) Pays the required fees pursuant to NRS 87.550. 41
3. The Secretary of State shall not reinstate the certificate of 42
registration of a registered limited -liability partnership if the 43
certificate was revoked pursuant to the provisions of this chapter at 44
least 5 years before the date of the proposed reinstatement. 45

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- *SB75_R1*
4. Except as otherwise provided in NRS 87.455, a 1
reinstatement pursuant to this section relates back to the date on 2
which the registered limited -liability partnership’s certificate of 3
registration was revoked and reinstates the registered limited -4
liability’s certificate of registration as if such certificate had at all 5
times remained in full force and effect. 6
Sec. 41.5. NRS 87.533 is hereby amended to read as follows: 7
87.533 1. The Secretary of State shall authorize a registered 8
limited-liability partnership whose certificate of registration has 9
been revoked to dissolve without paying additional fees and 10
penalties [, other than the fee for filing a notice of withdraw al 11
required by NRS 87.470, ] if the registered limited -liability 12
partnership provides evidence satisfactory to the Secretary of State 13
that the registered limited -liability partnership did not transact 14
business in this State or as a registered limited -liability partnership 15
organized pursuant to the laws of this State: 16
(a) During the entire period for which its certificate of 17
registration was revoked; or 18
(b) During a portion of the period for which its certificate of 19
registration was revoked and the registered limited -liability 20
partnership paid the fees and penalties for the portion of that period 21
in which the registered limited -liability partnership transacted 22
business in this State or as a registered limited -liability partnership 23
organized pursuant to the laws of this State. 24
2. The Secretary of State may adopt regulations to administer 25
the provisions of this section. 26
Sec. 42. NRS 87.541 is hereby amended to read as follows: 27
87.541 1. Each foreign registered limited-liability partnership 28
doing business in this State shall, at the time of the filing of its 29
application for registration as a foreign registered limited -liability 30
partnership with the Secretary of State, or, if the foreign registered 31
limited-liability partnership has selected an alternative due date 32
pursuant to subsection 10, on or before that alternative due date, and 33
annually thereafter on or before the last day of the month in which 34
the anniversary date of its qualification to do business in this State 35
occurs in each year, or, if applicable, on or before the last day of the 36
month in which the anniversary date of the alternative due date 37
occurs in each year, file with the Secretary of State a list, on a form 38
furnished by the Secretary of State, that contains: 39
(a) The name of the foreign registered limited -liability 40
partnership; 41
(b) The file number of the foreign registered limited -liability 42
partnership, if known; 43
(c) The names of all its managing partners; 44

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- *SB75_R1*
(d) The address, either residence or bus iness, of each managing 1
partner; and 2
(e) The signature of a managing partner of the foreign registered 3
limited-liability partnership, or some other person specifically 4
authorized by the foreign registered limited -liability partnership to 5
sign the list, certifying that the list is true, complete and accurate. 6
2. Each list filed pursuant to this section must be accompanied 7
by a declaration under penalty of perjury that: 8
(a) The foreign registered limited -liability partnership has 9
complied with the provisions of chapter 76 of NRS; 10
(b) The foreign registered limited -liability partnership 11
acknowledges that pursuant to NRS 239.330, it is a category C 12
felony to knowingly offer any false or forged instrument for filing in 13
the Office of the Secretary of State; and 14
(c) None of the managing partners identified in the list has been 15
identified in the list with the fraudulent intent of concealing the 16
identity of any person or persons exercising the power or authority 17
of a managing partner in furtherance of any unlawful conduct. 18
3. [Upon] Except as otherwise provided in this subsection, 19
upon filing: 20
(a) The initial list required by this section, the foreign registered 21
limited-liability partnership shall pay to the Secretary of State a fee 22
of $150. 23
(b) Each annual list required by this section, the foreign 24
registered limited-liability partnership shall pay to the Secretary of 25
State a fee of $150. 26
 The Secretary of State may establish by regulation the amount 27
of the fee which must be paid for filing the initial list and each 28
annual list required by this section , which must not exceed $150. 29
If the Secretary of State establishes by regulation the amount of 30
such a fee, upon filing the initial list and each annual list, the 31
foreign registered limited -liability partnershi p shall pay to the 32
Secretary of State a fee in the amount established by the Secretary 33
of State by regulation. 34
4. If a foreign registered limited -liability partnership files an 35
amended list of managing partners with the Secretary of State within 36
60 days after the date on which the initial list required by this 37
section is filed, the foreign registered limited -liability partnership or 38
the resigning managing partner is not required to pay a fee for filing 39
the amended list. 40
5. Except as otherwise provided i n subsection 4, if a managing 41
partner of a foreign registered limited -liability partnership resigns 42
and the resignation is not reflected on the annual or amended list of 43
managing partners, the foreign registered limited -liability 44

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- *SB75_R1*
partnership or the managin g partner shall pay to the Secretary of 1
State a fee of $75 to file the resignation. 2
6. The Secretary of State shall, 90 days before the last day for 3
filing each annual list required by subsection 1, provide to each 4
foreign registered limited -liability pa rtnership which is required to 5
comply with the provisions of NRS 87.541 to 87.5443, inclusive, 6
and which has not become delinquent, a notice of the fee due 7
pursuant to subsection 3 and a reminder to file the list required 8
pursuant to subsection 1. Failure of any foreign registered limited -9
liability partnership to receive a notice does not excuse it from the 10
penalty imposed by the provisions of NRS 87.541 to 87.5443, 11
inclusive. 12
7. If the list to be filed pursuant to the provisions of subsection 13
1 is defect ive or the fee required by subsection 3 is not paid, the 14
Secretary of State may return the list for correction or payment. 15
8. An annual list for a foreign registered limited -liability 16
partnership not in default which is received by the Secretary of State 17
more than 90 days before its due date shall be deemed an amended 18
list for the previous year and does not satisfy the requirements of 19
subsection 1 for the year to which the due date is applicable. 20
9. A person who files with the Secretary of State an init ial list 21
or annual list required by subsection 1 which identifies a managing 22
partner with the fraudulent intent of concealing the identity of any 23
person or persons exercising the power and authority of a managing 24
partner in furtherance of any unlawful cond uct is subject to the 25
penalty set forth in NRS 225.084. 26
10. The Secretary of State may allow a foreign registered 27
limited-liability partnership to select an alternative due date for 28
filing the initial list required by this section. 29
11. The Secretary of State may adopt regulations to administer 30
the provisions of subsection 10. 31
Sec. 43. NRS 87.5425 is hereby amended to read as follows: 32
87.5425 1. Each foreign registered limited -liability 33
partnership which is required to make a filing and pay the fee 34
prescribed in NRS 87.541 to 87.5443, inclusive, and which refuses 35
or neglects to do so within the time provided is in default. 36
2. [For] Except as otherwise provided in this subsection, for 37
default there must be added to the amount of the fee a penalty of 38
$75, and unless the filing is made and the fee and penalty are paid 39
on or before the last day of the month in which the anniversary date 40
of the foreign registered limited -liability partnership occurs, the 41
defaulting foreign registered limited-liability partnership by reason 42
of its default forfeits its right to transact any business within this 43
State. The Secretary of State may establish by regulation the 44
amount of the penalty that must be paid by a foreign registered 45

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- *SB75_R1*
limited-liability partnership that is in default , which must not 1
exceed $75. If the Secretary of State establishes by regulation the 2
penalty for default, a foreign registered limited -liability 3
partnership that is in default must pay a penalty in the amount 4
established by the Secretary of State by regulation. The fee and 5
penalty must be collected as provided in this chapter. 6
Sec. 44. NRS 87.5435 is hereby amended to read as follows: 7
87.5435 1. Except as otherwise provided in subsections 3 and 8
4 and NRS 87.5413, the Secretary of State shall reinstate a foreign 9
registered limited-liability partnership which has forfeited or which 10
forfeits its right to transact business under the provisions of this 11
chapter and shall restore to th e foreign registered limited -liability 12
partnership its right to transact business in this State, and to exercise 13
its privileges and immunities, if it: 14
(a) Files with the Secretary of State: 15
(1) The list required by NRS 87.541; 16
(2) The information required pursuant to NRS 77.310; and 17
(3) A declaration under penalty of perjury, on a form 18
provided by the Secretary of State, that the reinstatement is 19
authorized by a court of competent jurisdiction in this State or by 20
the duly selected managing partners of the foreign registered 21
limited-liability partnership; and 22
(b) Except as otherwise provided in NRS 231.14057, pays to the 23
Secretary of State: 24
(1) The filing fee and penalty set forth in NRS 87.541 and 25
87.5425 for each year or portion thereof that its right to transact 26
business was forfeited; and 27
(2) [A] Except as otherwise provided in this subparagraph, 28
a fee of $300 for reinstatement. The Secretary of State may 29
establish by regulation the amount of the fee for reinstatement , 30
which must not exceed $3 00. If the Secretary of State establishes 31
by regulation the amount of the fee for reinstatement, the foreign 32
registered limited-liability partnership must pay to the Secretary of 33
State a fee for reinstatement in the amount established by the 34
Secretary of State by regulation. 35
2. When the Secretary of State reinstates the foreign registered 36
limited-liability partnership, the Secretary of State shall issue to the 37
foreign registered limited -liability partnership a certificate of 38
reinstatement if the foreign registered limited-liability partnership: 39
(a) Requests a certificate of reinstatement; and 40
(b) Pays the required fees pursuant to NRS 87.550. 41
3. Except as otherwise provided in NRS 231.14057, the 42
Secretary of State shall not order a reinstatement unless all 43
delinquent fees and penalties have been paid and the revocation of 44

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- *SB75_R1*
the right to transact business occurred only by reason of failure to 1
pay the fees and penalties. 2
4. If the right of a foreign registered limited -liability 3
partnership to transact bus iness in this State has been forfeited 4
pursuant to the provisions of this chapter and has remained forfeited 5
for a period of 5 consecutive years, the right to transact business 6
must not be reinstated. 7
5. Except as otherwise provided in NRS 87.544, a 8
reinstatement pursuant to this section relates back to the date on 9
which the foreign registered limited-liability partnership forfeited its 10
right to transact business under the provisions of this chapter and 11
reinstates the foreign registered limited -liability partnership’s right 12
to transact business as if such right had at all times remained in full 13
force and effect. 14
Sec. 45. NRS 87A.175 is hereby amended to read as follows: 15
87A.175 1. Except as otherwise provided in NRS 87A.635, 16
the name proposed for a limited partnership as set forth in its 17
certificate of limited partnership: 18
(a) Must contain the words “Limited Partnership,” or the 19
abbreviation “LP” or “L.P.”; 20
(b) May contain the name of any partner; and 21
(c) Must be d istinguishable on the records of the Secretary of 22
State from the names of all other artificial persons formed, 23
organized, registered or qualified pursuant to the provisions of this 24
title that are on file in the Office of the Secretary of State and all 25
names that are reserved in the Office of the Secretary of State 26
pursuant to the provisions of this title. If the name on the certificate 27
of limited partnership submitted to the Secretary of State is not 28
distinguishable from any name on file or reserved name, t he 29
Secretary of State shall return the certificate to the filer, unless 30
the written, acknowledged consent to the use of the same or the 31
requested similar name of the holder of the name on file or reserved 32
name accompanies the certificate of limited partnership. 33
2. For the purposes of this section, a proposed name is not 34
distinguished from a name on file or reserved name solely because 35
one or the other contains distinctive lettering, a distinctive mark, a 36
trademark or a trade name, or any combination thereof. 37
3. The Secretary of State shall not accept for filing any 38
certificate of limited partnership for any limited partnership formed 39
or existing pursuant to the laws of this State which provides that the 40
name of the limited partnership contains the word “accountant,” 41
“accounting,” “accountancy,” “auditor” or “auditing” unless the 42
Nevada State Board of Accountancy certifies that the limited 43
partnership: 44

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- *SB75_R1*
(a) Is registered pursuant to the provisions of chapter 628 of 1
NRS; or 2
(b) Has filed with the Nevada State Board of Accountancy under 3
penalty of perjury a written statement that the limited partnership is 4
not engaged in the practice of accounting and is not offering to 5
practice accounting in this State. 6
4. The Secretary of State shall not accept for fil ing any 7
certificate of limited partnership for any limited partnership formed 8
or existing pursuant to the laws of this State which provides that the 9
name of the limited partnership contains the word “bank” or “trust” 10
unless: 11
(a) It appears from the certif icate of limited partnership that the 12
limited partnership proposes to carry on business as a banking or 13
trust company, exclusively or in connection with its business as a 14
bank, savings and loan association, savings bank or thrift company; 15
and 16
(b) The certificate of limited partnership is first approved by the 17
Commissioner of Financial Institutions. 18
5. The Secretary of State shall not accept for filing any 19
certificate of limited partnership for any limited partnership formed 20
or existing pursuant to the pr ovisions of this chapter if it appears 21
from the certificate of limited partnership that the business to be 22
carried on by the limited partnership is subject to supervision by the 23
Commissioner of Insurance or by the Commissioner of Financial 24
Institutions, unless the certificate of limited partnership is approved 25
by the Commissioner who will supervise the business of the limited 26
partnership. 27
6. Except as otherwise provided in subsection 5, the Secretary 28
of State shall not accept for filing any certificate of limited 29
partnership for any limited partnership formed or existing pursuant 30
to the laws of this State which provides that the name of the limited 31
partnership contains the words “engineer,” “engineered,” 32
“engineering,” “professional engineer,” “registered engineer” or 33
“licensed engineer” unless: 34
(a) The State Board of Professional Engineers and Land 35
Surveyors certifies that the principals of the limited partnership are 36
licensed to practice engineering pursuant to the laws of this State; or 37
(b) The State Board of Professional Engineers and Land 38
Surveyors certifies that the limited partnership is exempt from the 39
prohibitions of NRS 625.520. 40
7. Except as otherwise provided in subsection 5, the Secretary 41
of State shall not accept for filing any certificate of limited 42
partnership for any limited partnership formed or existing pursuant 43
to the laws of this State which provides that the name of the limited 44
partnership contains the words “architect,” “architecture,” 45

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- *SB75_R1*
“registered architect,” “licensed architect,” “ registered interior 1
designer,” “registered interior design,” “residential designer,” 2
“registered residential designer,” “licensed residential designer” or 3
“residential design” unless [the] : 4
(a) The State Board of Architecture, Interior Design and 5
Residential Design certifies that: 6
[(a)] (1) The principals of the limited partnership are holders of 7
a certificate of registration to practice architecture or residential 8
design or to practice as a registered interior designer, as applicable, 9
pursuant to the laws of this State; or 10
[(b)] (2) The limited partnership is qualified to do business in 11
this State pursuant to NRS 623.349 [.] ; or 12
(b) The principals of the limited partnership present 13
documentation satisfactory to the Secretary of State showing that: 14
(1) The principals are holders of a certificate of registration 15
to practice architecture or residential design or to practice as a 16
registered interior designer, as applicable, pursuant to the laws of 17
this State; or 18
(2) The limited partnership is qualified to do business in 19
this State pursuant to NRS 623.349. 20
8. The Secretary of State shall not accept for filing any 21
certificate of limited partnership for any limited partnership formed 22
or existing pursuant to the laws of this State which provides that the 23
name of the limited partnership contains the words “common -24
interest community,” “community association,” “master 25
association,” “unit -owners’ association” or “homeowners’ 26
association” or if it appears in the certificate of limited partnership 27
that the purpo se of the limited partnership is to operate as a unit -28
owners’ association pursuant to chapter 116 or 116B of NRS unless 29
the Administrator of the Real Estate Division of the Department of 30
Business and Industry certifies that the limited partnership has: 31
(a) Registered with the Ombudsman for Owners in Common -32
Interest Communities and Condominium Hotels pursuant to NRS 33
116.31158 or 116B.625; and 34
(b) Paid to the Administrator of the Real Estate Division the fees 35
required pursuant to NRS 116.31155 or 116B.620. 36
9. The name of a limited partnership whose right to transact 37
business has been forfeited, which has merged and is not the 38
surviving entity or whose existence has otherwise terminated is 39
available for use by any other artificial person. 40
10. The Secretary of State may adopt regulations that interpret 41
the requirements of this section. 42
Sec. 46. NRS 87A.270 is hereby amended to read as follows: 43
87A.270 [No] 44

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- *SB75_R1*
1. Except as otherwise provided in subsection 2, no record 1
which is written in a language other than English may be filed or 2
submitted for filing in the Office of the Secretary of State pursuant 3
to the provisions of this chapter unless it is accompanied by a 4
verified translation of that record into the English language. 5
2. The Office of the Secretary of State may accept for filing a 6
record which is written in a language other than English if the 7
Secretary of State determines that sufficient resources are 8
available to provide for a verified translation of that record into 9
the English language. 10
Sec. 47. NRS 87A.290 is hereby amended to read as follows: 11
87A.290 1. A limited partnership shall, at the time of the 12
filing of its certificate of limited partnership with the Secretary of 13
State, or, if the limited partnership has selected an alternative due 14
date pursuant to subsection 12, on or before that alternative due 15
date, and annually thereafter on or before the last day of the month 16
in which the anniversary date of the filing of its certificate of limited 17
partnership occurs, or, if applicable, on or before the last day of the 18
month in which the anniversary date of the alternative due date 19
occurs in each year, file with the Secretary of State, on a form 20
furnished by the Secretary of State, a list that contains: 21
(a) The name of the limited partnership; 22
(b) The file number of the limited partnership, if known; 23
(c) The names of all of its general partners; 24
(d) The address, either residence or business, of each general 25
partner; and 26
(e) The signature of a general partner of the limited partnership, 27
or some other person specifically authorized by the limited 28
partnership to sign the list, certifying that the list is true, complete 29
and accurate. 30
2. Each list filed pursuant to subsection 1 must be accompanied 31
by a declaration under penalty of perjury that: 32
(a) The limited partnership has complied with the provisions of 33
chapter 76 of NRS; 34
(b) The limited partnership acknowledges that pursuant to NRS 35
239.330, it is a category C felony to knowingly offer any false or 36
forged instrument for filing in the Office of the Secretary of State; 37
and 38
(c) None of the general partners identified in the list has been 39
identified in the list with the fraudulent intent of concealing the 40
identity of any person or persons exercising the power or authority 41
of a general partner in furtherance of any unlawful conduct. 42
3. Except as otherwise provided in this subsect ion and 43
subsection 4, a limited partnership shall, upon filing: 44

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(a) The initial list required by subsection 1, pay to the Secretary 1
of State a fee of $150. 2
(b) Each annual list required by subsection 1, pay to the 3
Secretary of State a fee of $150. 4
 The Secretary of State may establish by regulation the amount 5
of the fee which must be paid by a limited partnership for filing 6
the initial list and each annual list required by subsection 1, which 7
must not exceed $150. If the Secretary of State establishes by 8
regulation the amount of such a fee, upon filing the initial list and 9
each annual list, the limited partnership shall pay to the Secretary 10
of State a fee in the amount established by the Secretary of State 11
by regulation. 12
4. [A] Except as otherwise provi ded in this subsection, a 13
registered limited-liability limited partnership shall, upon filing: 14
(a) The initial list required by subsection 1, pay to the Secretary 15
of State a fee of $150. 16
(b) Each annual list required by subsection 1, pay to the 17
Secretary of State a fee of $150. 18
 The Secretary of State may establish by regulation the amount 19
of the fee which must be paid by a registered limited -liability 20
limited partnership for filing the initial list and each annual list 21
required by subsection 1 , which mu st not exceed $150. If the 22
Secretary of State establishes by regulation the amount of such a 23
fee, upon filing the initial list and each annual list, the registered 24
limited-liability limited partnership shall pay to the Secretary of 25
State a fee in the amoun t established by the Secretary of State by 26
regulation. 27
5. If a limited partnership files an amended list of general 28
partners with the Secretary of State within 60 days after the date on 29
which the initial list required by subsection 1 is filed, the limite d 30
partnership or the resigning general partner is not required to pay a 31
fee for filing the amended list. 32
6. Except as otherwise provided in subsection 5, if a general 33
partner of a limited partnership resigns and the resignation is not 34
reflected on the an nual or amended list of general partners, the 35
limited partnership or the resigning general partner shall pay to the 36
Secretary of State a fee of $75 to file the resignation. 37
7. The Secretary of State shall, 90 days before the last day for 38
filing each annu al list required by subsection 1, provide to each 39
limited partnership which is required to comply with the provisions 40
of this section, and which has not become delinquent, a notice of the 41
fee due pursuant to the provisions of subsection 3 or 4, as 42
appropriate, and a reminder to file the annual list required pursuant 43
to subsection 1. Failure of any limited partnership to receive a notice 44
does not excuse it from the penalty imposed by NRS 87A.300. 45

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8. If the list to be filed pursuant to the provisions of sub section 1
1 is defective or the fee required by subsection 3 or 4, as 2
appropriate, is not paid, the Secretary of State may return the list for 3
correction or payment. 4
9. An annual list for a limited partnership not in default that is 5
received by the Secreta ry of State more than 90 days before its due 6
date shall be deemed an amended list for the previous year and does 7
not satisfy the requirements of subsection 1 for the year to which the 8
due date is applicable. 9
10. A filing made pursuant to this section doe s not satisfy the 10
provisions of NRS 87A.240 and may not be substituted for filings 11
submitted pursuant to NRS 87A.240. 12
11. A person who files with the Secretary of State a list 13
required by subsection 1 which identifies a general partner with the 14
fraudulent intent of concealing the identity of any person or persons 15
exercising the power or authority of a general partner in furtherance 16
of any unlawful conduct is subject to the penalty set forth in 17
NRS 225.084. 18
12. The Secretary of State may allow a limited partnership to 19
select an alternative due date for filing the initial list required by 20
subsection 1. 21
13. The Secretary of State may adopt regulations to administer 22
the provisions of subsection 12. 23
Sec. 48. NRS 87A.300 is hereby amended to read as follows: 24
87A.300 1. If a limited partnership has filed the list in 25
compliance with NRS 87A.290 and has paid the appropriate fee for 26
the filing, the cancelled check or other proof of payment received by 27
the limited partnership c onstitutes a certificate authorizing it to 28
transact its business within this State until the anniversary date of 29
the filing of its certificate of limited partnership in the next 30
succeeding calendar year. 31
2. Each limited partnership which is required to m ake a filing 32
and pay the fee prescribed in NRS 87A.290 and 87A.295 and which 33
refuses or neglects to do so within the time provided is in default. 34
3. Upon notification from the Administrator of the Real Estate 35
Division of the Department of Business and In dustry that a limited 36
partnership which is a unit -owners’ association as defined in NRS 37
116.011 has failed to register pursuant to NRS 116.31158 or failed 38
to pay the fees pursuant to NRS 116.31155, the Secretary of State 39
shall deem the limited partnership to be in default. If, after the 40
limited partnership is deemed to be in default, the Administrator 41
notifies the Secretary of State that the limited partnership has 42
registered pursuant to NRS 116.31158 and paid the fees pursuant to 43
NRS 116.31155, the Secreta ry of State shall reinstate the limited 44

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partnership if the limited partnership complies with the requirements 1
for reinstatement as provided in this section and NRS 87A.310. 2
4. [For] Except as otherwise provided in this subsection, for 3
default there must be added to the amount of the fee a penalty of 4
$75, and unless the filings are made and the fee and penalty are paid 5
on or before the first day of the first anniversary of the month 6
following the month in which filing was required, the defaulting 7
limited p artnership, by reason of its default, forfeits its right to 8
transact any business within this State. The Secretary of State may 9
establish by regulation the amount of the penalty that must be paid 10
for default, which must not exceed $75. If the Secretary of State 11
establishes by regulation the penalty for default, the penalty for 12
default must be in the amount established by the Secretary of State 13
by regulation. 14
Sec. 49. NRS 87A.310 is hereby amended to read as follows: 15
87A.310 1. Except as otherwise provided in subsections 3 16
and 4 and NRS 87A.200, the Secretary of State shall reinstate any 17
limited partnership which has forfeited or which forfeits its right to 18
transact business under the provisions of this chapter and restore to 19
the limited partnership its right to carry on business in this State, 20
and to exercise its privileges and immunities if it: 21
(a) Files with the Secretary of State: 22
(1) The list required pursuant to NRS 87A.290; 23
(2) The statement required by NRS 87A.295, if applicable; 24
(3) The information required pursuant to NRS 77.310; and 25
(4) A declaration under penalty of perjury, on a form 26
provided by the Secretary of State, that the reinstatement is 27
authorized by a court of competent jurisdiction in this State or by 28
the duly selected general partners of the limited partnership; and 29
(b) Except as otherwise provided in NRS 231.14057, pays to the 30
Secretary of State: 31
(1) The filing fee and penalty set forth in NRS 87A.290 and 32
87A.300 for each year or portion thereof during which the certificate 33
has been revoked; 34
(2) The fee set forth in NRS 87A.295, if applicable; and 35
(3) [A] Except as otherwise provided in this subparagraph, 36
a fee of $300 for reinstatement. The Secretary of State may 37
establish by regul ation the amount of the fee for reinstatement , 38
which must not exceed $300. If the Secretary of State establishes 39
by regulation the amount of the fee for reinstatement, the limited 40
partnership must pay to the Secretary of State a fee for 41
reinstatement in th e amount established by the Secretary of State 42
by regulation. 43

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2. When the Secretary of State reinstates the limited 1
partnership, the Secretary of State shall issue to the limited 2
partnership a certificate of reinstatement if the limited partnership: 3
(a) Requests a certificate of reinstatement; and 4
(b) Pays the required fees pursuant to NRS 87A.315. 5
3. Except as otherwise provided in NRS 231.14057, the 6
Secretary of State shall not order a reinstatement unless all 7
delinquent fees and penalties have been paid, and the revocation 8
occurred only by reason of failure to pay the fees and penalties. 9
4. If a limited partnership’s certificate has been revoked 10
pursuant to the provisions of this chapter and has remained revoked 11
for a period of 5 years, the certificate must not be reinstated. 12
5. If a limited partnership’s certificate is reinstated pursuant to 13
this section, the reinstatement relates back to and takes effect on the 14
effective date of the revocation, and the limited partnership’s status 15
as a limited partnership continues as if the revocation had never 16
occurred. 17
Sec. 50. NRS 87A.315 is hereby amended to read as follows: 18
87A.315 The Secretary of State, for services relating to the 19
official duties of the Secretary of St ate and the records of the Office 20
of the Secretary of State, shall charge and collect the following fees: 21
1. [For] Except as otherwise provided in this subsection, for 22
filing a certificate of limited partnership, or for registering a foreign 23
limited part nership, $75. The Secretary of State may establish by 24
regulation the fee for filing a certificate of limited partnership or 25
for registering a foreign limited partnership , which must not 26
exceed $75. If the Secretary of State establishes by regulation such 27
a fee, the Secretary of State shall charge and collect the fee 28
established by the Secretary of State by regulation for filing a 29
certificate of limited partnership or for registering a foreign 30
limited partnership. 31
2. For filing a certificate of registratio n of limited -liability 32
limited partnership, or for registering a foreign registered limited -33
liability limited partnership, $100. 34
3. For filing a certificate of amendment of limited partnership 35
or restated certificate of limited partnership, $175. 36
4. For certifying a copy of a certificate of limited partnership, 37
an amendment to the certificate, or a certificate as amended, $30 per 38
certification. 39
5. For certifying an authorized printed copy of the limited 40
partnership law, $30. 41
6. For reserving a limited partnership name, or for signing, 42
filing or certifying any other record, $25. 43
7. For copies provided by the Office of the Secretary of State, 44
$2 per page. 45

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[8. For filing a certificate of cancellation of a limited 1
partnership or a certificate of cancellation of the registration of a 2
foreign limited partnership, $100.] 3
 Except as otherwise provided in this section, the fees set forth in 4
NRS 78.785 apply to this chapter. 5
Sec. 50.5. NRS 87A.488 is hereby amended t o read as 6
follows: 7
87A.488 1. The Secretary of State shall authorize a limited 8
partnership whose certificate of limited partnership has been 9
revoked to dissolve without paying additional fees and penalties [, 10
other than the fee for filing a certificate of cancellation required by 11
NRS 87A.315, ] if the limited partnership provides evidence 12
satisfactory to the Secretary of State that the limited partnership did 13
not transact business in this State or as a limited partnership 14
organized pursuant to the laws of this State: 15
(a) During the entire period for which its certificate of limited 16
partnership was revoked; or 17
(b) During a portion of the period for which its certificate of 18
limited partnership was revoked and the limited partnership paid the 19
fees and penalties for the portion of that period in which the limited 20
partnership transacted business in this State or as a limited 21
partnership organized pursuant to the laws of this State. 22
2. The Secretary of State may adopt regulations to administer 23
the provisions of this section. 24
Sec. 51. NRS 87A.560 is hereby amended to read as follows: 25
87A.560 1. Each foreign limited partnership doing business 26
in this State shall, at the time of the filing of its application for 27
registration as a foreign limited partnership with the Secretary of 28
State, or, if the foreign limited partnership has selected an 29
alternative due date pursuant to subsection 10, on or before that 30
alternative due date, and annually thereafter on or before the last day 31
of the month in which the anniversary date of its qualification to do 32
business in this State occurs in each year, or, if applicable, on or 33
before the last day of the month in which the anniversary date of the 34
alternative due date occurs in each yea r, file with the Secretary of 35
State a list, on a form furnished by the Secretary of State, that 36
contains: 37
(a) The name of the foreign limited partnership; 38
(b) The file number of the foreign limited partnership, if known; 39
(c) The names of all its general partners; 40
(d) The address, either residence or business, of each general 41
partner; and 42
(e) The signature of a general partner of the foreign limited 43
partnership, or some other person specifically authorized by the 44

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- *SB75_R1*
foreign limited partnership to sign the list, certifying that the list is 1
true, complete and accurate. 2
2. Each list filed pursuant to this section must be accompanied 3
by a declaration under penalty of perjury that: 4
(a) The foreign limited partnership has complied with the 5
provisions of chapter 76 of NRS; 6
(b) The foreign limited partnership acknowledges that pursuant 7
to NRS 239.330, it is a category C felony to knowingly offer any 8
false or forged instrument for filing in the Office of the Secretary of 9
State; and 10
(c) None of the general partne rs identified in the list has been 11
identified in the list with the fraudulent intent of concealing the 12
identity of any person or persons exercising the power or authority 13
of a general partner in furtherance of any unlawful conduct. 14
3. [Upon] Except as otherwise provided in this subsection, 15
upon filing: 16
(a) The initial list required by this section, the foreign limited 17
partnership shall pay to the Secretary of State a fee of $150. 18
(b) Each annual list required by this section, the foreign lim ited 19
partnership shall pay to the Secretary of State a fee of $150. 20
 The Secretary of State may establish by regulation the amount 21
of the fee which must be paid for filing the initial list and each 22
annual list required by this section , which must not exce ed $150. 23
If the Secretary of State establishes by regulation the amount of 24
such a fee, upon filing the initial list and each annual list, the 25
foreign limited partnership shall pay to the Secretary of State a fee 26
in the amount established by the Secretary of State by regulation. 27
4. If a foreign limited partnership files an amended list of 28
general partners with the Secretary of State within 60 days after the 29
date on which the initial list required by this section is filed, the 30
foreign limited partnership or the resigning general partner is not 31
required to pay a fee for filing the amended list. 32
5. Except as otherwise provided in subsection 4, if a general 33
partner of a foreign limited partnership resigns and the resignation is 34
not reflected on the annual or amended list of general partners, the 35
foreign limited partnership or the resigning general partner shall pay 36
to the Secretary of State a fee of $75 to file the resignation of the 37
general partner. 38
6. The Secretary of State shall, 90 days before the last d ay for 39
filing each annual list required by subsection 1, provide to each 40
foreign limited partnership, which is required to comply with the 41
provisions of NRS 87A.560 to 87A.600, inclusive, and which has 42
not become delinquent, a notice of the fee due pursuan t to 43
subsection 3 and a reminder to file the list required pursuant to 44
subsection 1. Failure of any foreign limited partnership to receive a 45

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- *SB75_R1*
notice does not excuse it from the penalty imposed by the provisions 1
of NRS 87A.560 to 87A.600, inclusive. 2
7. If the list to be filed pursuant to the provisions of subsection 3
1 is defective or the fee required by subsection 3 is not paid, the 4
Secretary of State may return the list for correction or payment. 5
8. An annual list for a foreign limited partnership not in default 6
which is received by the Secretary of State more than 90 days before 7
its due date shall be deemed an amended list for the previous year 8
and does not satisfy the requirements of subsection 1 for the year to 9
which the due date is applicable. 10
9. A person who files with the Secretary of State a list required 11
by this section which identifies a general partner with the fraudulent 12
intent of concealing the identity of any person or persons exercising 13
the power or authority of a general partner in further ance of any 14
unlawful conduct is subject to the penalty set forth in NRS 225.084. 15
10. The Secretary of State may allow a foreign limited 16
partnership to select an alternative due date for filing the initial list 17
required by this section. 18
11. The Secretary of State may adopt regulations to administer 19
the provisions of subsection 10. 20
Sec. 52. NRS 87A.585 is hereby amended to read as follows: 21
87A.585 1. Each foreign limited partnership which is 22
required to make a filing and pay the fee prescribed in NRS 23
87A.560 to 87A.600, inclusive, and which refuses or neglects to do 24
so within the time provided is in default. 25
2. [For] Except as otherwise provided in this subsection, for 26
default there must be added to the amount of the fee a penalty of 27
$75 and unless the filing is made and the fee and penalty are paid on 28
or before the last day of the month in which the anniversary date of 29
the foreign limited partnership occurs, the defaulting foreign limited 30
partnership by reason of its default forfeits its right to transact any 31
business within this State. The Secretary of State may establish by 32
regulation the amount of the penalty that must be paid for default , 33
which must not exceed $75. If the Secretary of State establishes by 34
regulation the penalty for default, the penalty for default must be 35
in the amount established by the Secretary of State by regulation. 36
The fee and penalty must be collected as provided in this chapter. 37
Sec. 53. NRS 87A.595 is hereby amended to read as follows: 38
87A.595 1. Except as otherwise provided in subsections 3 39
and 4 and NRS 87A.580, the Secretary of State shall reinstate a 40
foreign limited partnership which has forfeited or which forfeits its 41
right to transact business under the provisions of this chapter and 42
shall restore to the foreign limited partnership its right to transact 43
business in this State, and to exercise its privileges and immunities, 44
if it: 45

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- *SB75_R1*
(a) Files with the Secretary of State: 1
(1) The list required by NRS 87A.560; 2
(2) The statement required by NRS 87A.565, if applicable; 3
(3) The information required pursuant to NRS 77.310; and 4
(4) A declaration under penalty of perjury, on a form 5
provided by the Secretary of State, that the reinstatement is 6
authorized by a court of competent jurisdiction in this State or by 7
the duly selected general partners of the foreign limited partnership; 8
and 9
(b) Except as otherwise provided in NRS 231.14057, pays to the 10
Secretary of State: 11
(1) The filing fee and penalty set fo rth in NRS 87A.560 and 12
87A.585 for each year or portion thereof that its right to transact 13
business was forfeited; 14
(2) The fee set forth in NRS 87A.565, if applicable; and 15
(3) [A] Except as otherwise provided in this subparagraph, 16
a fee of $300 for rei nstatement. The Secretary of State may 17
establish by regulation the amount of the fee for reinstatement , 18
which must not exceed $300. If the Secretary of State establishes 19
by regulation the amount of the fee for reinstatement, the foreign 20
limited partnership must pay to the Secretary of State a fee for 21
reinstatement in the amount established by the Secretary of State 22
by regulation. 23
2. When the Secretary of State reinstates the foreign limited 24
partnership, the Secretary of State shall issue to the foreign 25
limited partnership a certificate of reinstatement if the foreign 26
limited partnership: 27
(a) Requests a certificate of reinstatement; and 28
(b) Pays the required fees pursuant to NRS 87A.315. 29
3. Except as otherwise provided in NRS 231.14057, the 30
Secretary o f State shall not order a reinstatement unless all 31
delinquent fees and penalties have been paid and the revocation of 32
the right to transact business occurred only by reason of failure to 33
pay the fees and penalties. 34
4. If the right of a foreign limited pa rtnership to transact 35
business in this State has been forfeited pursuant to the provisions of 36
this chapter and has remained forfeited for a period of 5 consecutive 37
years, the right is not subject to reinstatement. 38
5. A reinstatement pursuant to this section relates back to the 39
date on which the foreign limited partnership forfeited its right to 40
transact business under the provisions of this chapter and reinstates 41
the foreign limited partnership’s right to transact business as if such 42
right had at all times remained in full force and effect. 43

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Sec. 53.5. NRS 87A.602 is hereby amended to read as 1
follows: 2
87A.602 1. The Secretary of State shall authorize a foreign 3
limited partnership whose right to transact business in this State has 4
been revoked to cancel its registration in this State without paying 5
additional fees and penalties [, other than the fee for filing a 6
certificate of cancellation required by NRS 87A.315, ] if the foreign 7
limited partnership provides evidence satisfactory to the Secretary 8
of State that the foreign limited partnership did not transact business 9
in this State: 10
(a) During the entire period for which its registration in this 11
State was revoked; or 12
(b) During a portion of the period for which its re gistration in 13
this State was revoked and the foreign limited partnership paid the 14
fees and penalties for the portion of that period in which the foreign 15
limited partnership transacted business in this State. 16
2. The Secretary of State may adopt regulation s to administer 17
the provisions of this section. 18
Sec. 54. NRS 88.320 is hereby amended to read as follows: 19
88.320 1. Except as otherwise provided in NRS 88.6065, the 20
name proposed for a limited partnership as set forth in its certificate 21
of limited partnership: 22
(a) Must contain the words “Limited Partnership,” or the 23
abbreviation “LP” or “L.P.”; 24
(b) May not contain the name of a limited partner unless: 25
(1) It is also the name of a general partner or the corporate 26
name of a corporate general partner; or 27
(2) The business of the limited partnership had been carried 28
on under that name before the admission of that limited partner; and 29
(c) Must be distinguishable on the records of the Secretary of 30
State from the names of all other artificial persons formed, 31
organized, registered or qualified pursuant to the provisions of this 32
title that are on file in the Office of the Secretary of State and all 33
names that are reserved in the Office of the Secretary of State 34
pursuant to the provisions of this title. If the name on the certificate 35
of limited partnership submitted to the Secretary of State is not 36
distinguishable from any name on file or reserved name, the 37
Secretary of State shall return the certificate to the filer, unless 38
the written, acknowledged consent to the use of the same or the 39
requested similar name of the holder of the name on file or reserved 40
name accompanies the certificate of limited partnership. 41
2. For the purposes of this section, a proposed name is not 42
distinguished from a name on file or reserved name solely because 43
one or the other contains distinctive lettering, a distinctive mark, a 44
trademark or a trade name, or any combination thereof. 45

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3. The Secretary of State shall not accept for filing any 1
certificate of limited partnership for any limited partnership formed 2
or existing pursuant to the laws of this State which provides that the 3
name of the limited partnership contains the word “accountant ,” 4
“accounting,” “accountancy,” “auditor” or “auditing” unless the 5
Nevada State Board of Accountancy certifies that the limited 6
partnership: 7
(a) Is registered pursuant to the provisions of chapter 628 of 8
NRS; or 9
(b) Has filed with the Nevada State Board of Accountancy under 10
penalty of perjury a written statement that the limited partnership is 11
not engaged in the practice of accounting and is not offering to 12
practice accounting in this State. 13
4. The Secretary of State shall not accept for filing any 14
certificate of limited partnership for any limited partnership formed 15
or existing pursuant to the laws of this State which provides that the 16
name of the limited partnership contains the word “bank” or “trust” 17
unless: 18
(a) It appears from the certificate of lim ited partnership that the 19
limited partnership proposes to carry on business as a banking or 20
trust company, exclusively or in connection with its business as a 21
bank, savings and loan association, savings bank or thrift company; 22
and 23
(b) The certificate of limited partnership is first approved by the 24
Commissioner of Financial Institutions. 25
5. The Secretary of State shall not accept for filing any 26
certificate of limited partnership for any limited partnership formed 27
or existing pursuant to the provisions of this chapter if it appears 28
from the certificate of limited partnership that the business to be 29
carried on by the limited partnership is subject to supervision by the 30
Commissioner of Insurance or by the Commissioner of Financial 31
Institutions, unless the cer tificate of limited partnership is approved 32
by the Commissioner who will supervise the business of the limited 33
partnership. 34
6. Except as otherwise provided in subsection 5, the Secretary 35
of State shall not accept for filing any certificate of limited 36
partnership for any limited partnership formed or existing pursuant 37
to the laws of this State which provides that the name of the limited 38
partnership contains the words “engineer,” “engineered,” 39
“engineering,” “professional engineer,” “registered engineer” or 40
“licensed engineer” unless: 41
(a) The State Board of Professional Engineers and Land 42
Surveyors certifies that the principals of the limited partnership are 43
licensed to practice engineering pursuant to the laws of this State; or 44

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- *SB75_R1*
(b) The State Board of Prof essional Engineers and Land 1
Surveyors certifies that the limited partnership is exempt from the 2
prohibitions of NRS 625.520. 3
7. Except as otherwise provided in subsection 5, the Secretary 4
of State shall not accept for filing any certificate of limited 5
partnership for any limited partnership formed or existing pursuant 6
to the laws of this State which provides that the name of the li mited 7
partnership contains the words “architect,” “architecture,” 8
“registered architect,” “licensed architect,” “registered interior 9
designer,” “registered interior design,” “residential designer,” 10
“registered residential designer,” “licensed residential d esigner” or 11
“residential design” unless [the] : 12
(a) The State Board of Architecture, Interior Design and 13
Residential Design certifies that: 14
[(a)] (1) The principals of the limited partnership are holders of 15
a certificate of registration to practice archi tecture or residential 16
design or to practice as a registered interior designer, as applicable, 17
pursuant to the laws of this State; or 18
[(b)] (2) The limited partnership is qualified to do business in 19
this State pursuant to NRS 623.349 [.] ; or 20
(b) The pri ncipals of the limited partnership present 21
documentation satisfactory to the Secretary of State showing that: 22
(1) The principals are holders of a certificate of registration 23
to practice architecture or residential design or to practice as a 24
registered interior designer, as applicable, pursuant to the laws of 25
this State; or 26
(2) The limited partnership is qualified to do business in 27
this State pursuant to NRS 623.349. 28
8. The Secretary of State shall not accept for filing any 29
certificate of limited partn ership for any limited partnership formed 30
or existing pursuant to the laws of this State which provides that the 31
name of the limited partnership contains the words “common -32
interest community,” “community association,” “master 33
association,” “unit -owners’ as sociation” or “homeowners’ 34
association” or if it appears in the certificate of limited partnership 35
that the purpose of the limited partnership is to operate as a unit -36
owners’ association pursuant to chapter 116 or 116B of NRS unless 37
the Administrator of th e Real Estate Division of the Department of 38
Business and Industry certifies that the limited partnership has: 39
(a) Registered with the Ombudsman for Owners in Common -40
Interest Communities and Condominium Hotels pursuant to NRS 41
116.31158 or 116B.625; and 42
(b) Paid to the Administrator of the Real Estate Division the fees 43
required pursuant to NRS 116.31155 or 116B.620. 44

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9. The name of a limited partnership whose right to transact 1
business has been forfeited, which has merged and is not the 2
surviving entity or whose existence has otherwise terminated is 3
available for use by any other artificial person. 4
10. The Secretary of State may adopt regulations that interpret 5
the requirements of this section. 6
Sec. 55. NRS 88.338 is hereby amended to read as follows: 7
88.338 [No] 8
1. Except as otherwise provided in subsection 2, no record 9
which is written in a language other than English may be filed or 10
submitted for filing in the Office of the Secretary of State pursuant 11
to the pr ovisions of this chapter unless it is accompanied by a 12
verified translation of that record into the English language. 13
2. The Office of the Secretary of State may accept for filing a 14
record which is written in a language other than English if the 15
Secretary of State determines that sufficient resources are 16
available to provide for a verified translation of that record into 17
the English language. 18
Sec. 56. NRS 88.395 is hereby amended to read as follows: 19
88.395 1. A limited partnership shall, at the time of the filing 20
of its certificate of limited partnership with the Secretary of State, 21
or, if the limited partnership has selected an alternative due date 22
pursuant to subsection 12, on or before that alternative due date, and 23
annually thereafter on or before the last day of the month in which 24
the anniversary date of the filing of its certificate of limited 25
partnership occurs, or, if applicable, on or before the last day of the 26
month in which the anniversary date of the alternati ve due date 27
occurs in each year, file with the Secretary of State, on a form 28
furnished by the Secretary of State, a list that contains: 29
(a) The name of the limited partnership; 30
(b) The file number of the limited partnership, if known; 31
(c) The names of all of its general partners; 32
(d) The address, either residence or business, of each general 33
partner; and 34
(e) The signature of a general partner of the limited partnership, 35
or some other person specifically authorized by the limited 36
partnership to sign the list, certifying that the list is true, complete 37
and accurate. 38
2. Each list filed pursuant to subsection 1 must be accompanied 39
by a declaration under penalty of perjury that: 40
(a) The limited partnership has complied with the provisions of 41
chapter 76 of NRS; 42
(b) The limited partnership acknowledges that pursuant to NRS 43
239.330, it is a category C felony to knowingly offer any false or 44

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forged instrument for filing in the Office of the Secretary of State; 1
and 2
(c) None of the general partners identified i n the list has been 3
identified in the list with the fraudulent intent of concealing the 4
identity of any person or persons exercising the power or authority 5
of a general partner in furtherance of any unlawful conduct. 6
3. Except as otherwise provided in this subsection and 7
subsection 4, a limited partnership shall, upon filing: 8
(a) The initial list required by subsection 1, pay to the Secretary 9
of State a fee of $150. 10
(b) Each annual list required by subsection 1, pay to the 11
Secretary of State a fee of $150. 12
 The Secretary of State may establish by regulation the amount 13
of the fee which must be paid by a limited partnership for filing 14
the initial list and each annual list required by subsection 1, which 15
must not exceed $150. If the Secretary of State esta blishes by 16
regulation the amount of such a fee, upon filing the initial list and 17
each annual list, the limited partnership shall pay to the Secretary 18
of State a fee in the amount established by the Secretary of State 19
by regulation. 20
4. [A] Except as other wise required by this subsection, a 21
registered limited-liability limited partnership shall, upon filing: 22
(a) The initial list required by subsection 1, pay to the Secretary 23
of State a fee of $150. 24
(b) Each annual list required by subsection 1, pay to the 25
Secretary of State a fee of $200. 26
 The Secretary of State may establish by regulation the amount 27
of the fee which must be paid by a registered limited -liability 28
limited partnership for filing the initial list and each annual list 29
required by subsection 1 . If the Secretary of State establishes by 30
regulation the amount of such a fee, upon filing the initial list and 31
each annual list, the registered limited-liability limited partnership 32
shall pay to the Secretary of State a fee in the amount established 33
by the Secretary of State by regulation. 34
5. If a limited partnership files an amended list of general 35
partners with the Secretary of State within 60 days after the date on 36
which the initial list required by subsection 1 is filed, the limited 37
partnership or t he resigning general partner is not required to pay a 38
fee for filing the amended list. 39
6. Except as otherwise provided in subsection 5, if a general 40
partner of a limited partnership resigns and the resignation is not 41
reflected on the annual or amended li st of general partners, the 42
limited partnership or the resigning general partner shall pay to the 43
Secretary of State a fee of $75 to file the resignation. 44

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7. The Secretary of State shall, 90 days before the last day for 1
filing each annual list required b y subsection 1, provide to each 2
limited partnership which is required to comply with the provisions 3
of this section, and which has not become delinquent, a notice of the 4
fee due pursuant to the provisions of subsection 3 or 4, as 5
appropriate, and a reminde r to file the annual list required pursuant 6
to subsection 1. Failure of any limited partnership to receive a notice 7
does not excuse it from the penalty imposed by NRS 88.400. 8
8. If the list to be filed pursuant to the provisions of subsection 9
1 is defective or the fee required by subsection 3 or 4 is not paid, the 10
Secretary of State may return the list for correction or payment. 11
9. An annual list for a limited partnership not in default that is 12
received by the Secretary of State more than 90 days before its due 13
date shall be deemed an amended list for the previous year and does 14
not satisfy the requirements of subsection 1 for the year to which the 15
due date is applicable. 16
10. A filing made pursuant to this section does not satisfy the 17
provisions of NRS 88.355 and may not be substituted for filings 18
submitted pursuant to NRS 88.355. 19
11. A person who files with the Secretary of State a list 20
required by subsection 1 which identifies a general partner with the 21
fraudulent intent of concealing the identity of any person or persons 22
exercising the power or authority of a general partner in furtherance 23
of any unlawful conduct is subject to the penalty set forth in 24
NRS 225.084. 25
12. The Secretary of State may allow a limited partnership to 26
select an alternative due date for filing the initial list required by 27
subsection 1. 28
13. The Secretary of State may adopt regulations to administer 29
the provisions of subsection 12. 30
Sec. 57. NRS 88.400 is hereby amended to read as follows: 31
88.400 1. If a limited partnership has filed the list in 32
compliance with NRS 88.395 and has paid the appropriate fee for 33
the filing, the cancelled check or other proof of payment received by 34
the limited partnership constitutes a certificate authorizing i t to 35
transact its business within this State until the anniversary date of 36
the filing of its certificate of limited partnership in the next 37
succeeding calendar year. 38
2. Each limited partnership which is required to make a filing 39
and pay the fee prescrib ed in NRS 88.395 and 88.397 and which 40
refuses or neglects to do so within the time provided is in default. 41
3. Upon notification from the Administrator of the Real Estate 42
Division of the Department of Business and Industry that a limited 43
partnership which is a unit -owners’ association as defined in 44
NRS 116.011 or 116B.030 has failed to register pursuant to 45

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NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to 1
NRS 116.31155 or 116B.620, the Secretary of State shall deem the 2
limited partnership to be in default. If, after the limited partnership 3
is deemed to be in default, the Administrator notifies the Secretary 4
of State that the limited partnership has registered pursuant to NRS 5
116.31158 or 116B.625 and paid the fees pursuant to NRS 6
116.31155 or 116B.620, the Secretary of State shall reinstate the 7
limited partnership if the limited partnership complies with the 8
requirements for reinstatement as provided in this section and 9
NRS 88.410. 10
4. [For] Except as otherwise provided in this subsection, for 11
default there must be added to the amount of the fee a penalty of 12
$75, and unless the filings are made and the fee and penalty are paid 13
on or before the first day of the first anniversary of the month 14
following the month in which filing was required, the defaulting 15
limited partnership, by reason of its default, forfeits its right to 16
transact any business within this State. The Secretary of State may 17
establish by regulation the amount of the penalty that must be paid 18
for default, which must not exceed $ 75. If the Secretary of State 19
establishes by regulation the penalty for default, the penalty for 20
default must be in the amount established by the Secretary of State 21
by regulation. 22
Sec. 58. NRS 88.410 is hereby amended to read as follows: 23
88.410 1. Except as otherwise provided in subsections 3 and 24
4 and NRS 88.3355, the Secretary of State shall reinstate any limited 25
partnership which has forfeited or which forfeits its right to transact 26
business under the provisions of t his chapter and restore to the 27
limited partnership its right to carry on business in this State, and to 28
exercise its privileges and immunities if it: 29
(a) Files with the Secretary of State: 30
(1) The list required pursuant to NRS 88.395; 31
(2) The statement required by NRS 88.397, if applicable; 32
(3) The information required pursuant to NRS 77.310; and 33
(4) A declaration under penalty of perjury, on a form 34
provided by the Secretary of State, that the reinstatement is 35
authorized by a court of competent jur isdiction in this State or by 36
the duly selected general partners of the limited partnership; and 37
(b) Except as otherwise provided in NRS 231.14057, pays to the 38
Secretary of State: 39
(1) The filing fee and penalty set forth in NRS 88.395 and 40
88.400 for eac h year or portion thereof during which the certificate 41
has been revoked; 42
(2) The fee set forth in NRS 88.397, if applicable; and 43
(3) [A] Except as otherwise provided in this subparagraph, 44
a fee of $300 for reinstatement. The Secretary of State may 45

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establish by regulation the amount of the fee for reinstatement , 1
which must not exceed $300. If the Secretary of State establishes 2
by regulation the amount of the fee for reinstatement, the limited 3
partnership must pay to the Secretary of State a fee for 4
reinstatement in the amount established by the Secretary of State 5
by regulation. 6
2. When the Secretary of State reinstates the limited 7
partnership, the Secretary of State shall issue to the limited 8
partnership a certificate of reinstatement if the limited partnership: 9
(a) Requests a certificate of reinstatement; and 10
(b) Pays the required fees pursuant to NRS 88.415. 11
3. Except as otherwise provided in NRS 231.14057, the 12
Secretary of State shall not order a reinstatement unless all 13
delinquent fees and p enalties have been paid, and the revocation 14
occurred only by reason of failure to pay the fees and penalties. 15
4. If a limited partnership’s certificate has been revoked 16
pursuant to the provisions of this chapter and has remained revoked 17
for a period of 5 years, the certificate must not be reinstated. 18
5. Except as otherwise provided in NRS 88.327, a 19
reinstatement pursuant to this section relates back to the date on 20
which the limited partnership forfeited its right to transact business 21
under the provision s of this chapter and reinstates the limited 22
partnership’s right to transact business as if such right had at all 23
times remained in full force and effect. 24
Sec. 59. NRS 88.415 is hereby amended to read as follows: 25
88.415 The Secretary of State, for services relating to the 26
official duties of the Secretary of State and the records of the Office 27
of the Secretary of State, shall charge and collect the following fees: 28
1. [For] Except as otherwise provided in this subsection, for 29
filing a certificate of limited partnership, or for registering a foreign 30
limited partnership, $75. The Secretary of State may establish by 31
regulation the amount of the fee for filing a certificate of limited 32
partnership or for registering a foreign limited partnership , which 33
must not exceed $75. If the Secretary of State establishes by 34
regulation the amount of such a fee, the fee for filing a certificate 35
of limited partnership, or for registering a foreign limited 36
partnership, must be in the amount established by the Secretary of 37
State by regulation. 38
2. For filing a certificate of registration of limi ted-liability 39
limited partnership, or for registering a foreign registered limited -40
liability limited partnership, $100. 41
3. For filing a certificate of amendment of limited partnership 42
or restated certificate of limited partnership, $175. 43

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- *SB75_R1*
4. For certifying a copy of a certificate of limited partnership, 1
an amendment to the certificate, or a certificate as amended, $30 per 2
certification. 3
5. For certifying an authorized printed copy of the limited 4
partnership law, $30. 5
6. For reserving a limited partnership name, or for signing, 6
filing or certifying any other record, $25. 7
7. For copies provided by the Office of the Secretary of State, 8
$2 per page. 9
[8. For filing a certificate of cancellation of a limited 10
partnership, $100.] 11
 Except as otherwise provided in this section, the fees set forth in 12
NRS 78.785 apply to this chapter. 13
Sec. 59.5. NRS 88.548 is hereby amended to read as follows: 14
88.548 1. The Secretary of State shall authorize a limited 15
partnership whose certificate of limited partnership has been 16
revoked to dissolve without paying additional fees and penalties [, 17
other than the fee for filing a certificate of cancellation required by 18
NRS 88.415, ] if the limited partnership provides evidence 19
satisfactory to the Secretary of State that the limited partnership did 20
not transact business in this State or as a limited partnership 21
organized pursuant to the laws of this State: 22
(a) During the entire period for which its certificate of limited 23
partnership was revoked; or 24
(b) During a portion of the period for which its certificate of 25
limited partnership was revoked and the limited partnership paid the 26
fees and penalties for the portion of that period in which the limited 27
partnership transacted business in thi s State or as a limited 28
partnership organized pursuant to the laws of this State. 29
2. The Secretary of State may adopt regulations to administer 30
the provisions of this section. 31
Sec. 60. NRS 88.591 is hereby amended to read as follows: 32
88.591 1. Each foreign limited partnership doing business in 33
this State shall, at the time of the filing of its application for 34
registration as a foreign limited partnership with the Secretary of 35
State, or, if the foreign limited partnership has selected an 36
alternative due date pursuant to subsection 10, on or before that 37
alternative due date, and annually thereafter on or before the last day 38
of the month in which the anniversary date of its qualification to do 39
business in this Sta te occurs in each year, or, if applicable, on or 40
before the last day of the month in which the anniversary date of the 41
alternative due date occurs in each year, file with the Secretary of 42
State a list, on a form furnished by the Secretary of State, that 43
contains: 44
(a) The name of the foreign limited partnership; 45

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- *SB75_R1*
(b) The file number of the foreign limited partnership, if known; 1
(c) The names of all its general partners; 2
(d) The address, either residence or business, of each general 3
partner; and 4
(e) The s ignature of a general partner of the foreign limited 5
partnership, or some other person specifically authorized by the 6
foreign limited partnership to sign the list, certifying that the list is 7
true, complete and accurate. 8
2. Each list filed pursuant to th is section must be accompanied 9
by a declaration under penalty of perjury that: 10
(a) The foreign limited partnership has complied with the 11
provisions of chapter 76 of NRS; 12
(b) The foreign limited partnership acknowledges that pursuant 13
to NRS 239.330, it is a category C felony to knowingly offer any 14
false or forged instrument for filing in the Office of the Secretary of 15
State; and 16
(c) None of the general partners identified in the list has been 17
identified in the list with the fraudulent intent of concealing the 18
identity of any person or persons exercising the power or authority 19
of a general partner in furtherance of any unlawful conduct. 20
3. [Upon] Except as otherwise provided in this subsection, 21
upon filing: 22
(a) The initial list required by this section, the foreign limited 23
partnership shall pay to the Secretary of State a fee of $150. 24
(b) Each annual list required by this section, the foreign limited 25
partnership shall pay to the Secretary of State a fee of $150. 26
 The Secretary of State may establish by regulation the amount 27
of the fee for filing the initial list and each annual list required by 28
this section, which must not exceed $150. If the Secretary of State 29
establishes by regulation the amount of such a fee, upon filing the 30
initial list and each annual list, the foreign limited partnership 31
shall pay to the Secretary of State a fee in the amount established 32
by the Secretary of State by regulation. 33
4. If a foreign limited partnership files an amended list of 34
general partners with the Secretary of State within 60 days after the 35
date on which the initial list required by this section is filed, the 36
foreign limited partnership or the resigning general partner is not 37
required to pay a fee for filing the amended list. 38
5. Except as otherwise provided in subsection 4, if a general 39
partner of a foreign limited partnership resigns and the resignation is 40
not reflected on the annual or amended list of general partners, the 41
foreign limited partnership or the resigning general partner shall pay 42
to the Secretary of State a fee of $75 to file the resignation of the 43
general partner. 44

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6. The Secretary of State shall, 90 days before the last day for 1
filing each annual list required by subsection 1, provide to each 2
foreign limited partnership, which is required to co mply with the 3
provisions of NRS 88.591 to 88.5945, inclusive, and which has not 4
become delinquent, a notice of the fee due pursuant to subsection 3 5
and a reminder to file the list required pursuant to subsection 1. 6
Failure of any foreign limited partnershi p to receive a notice does 7
not excuse it from the penalty imposed by the provisions of NRS 8
88.591 to 88.5945, inclusive. 9
7. If the list to be filed pursuant to the provisions of subsection 10
1 is defective or the fee required by subsection 3 is not paid, t he 11
Secretary of State may return the list for correction or payment. 12
8. An annual list for a foreign limited partnership not in default 13
which is received by the Secretary of State more than 90 days before 14
its due date shall be deemed an amended list for the previous year 15
and does not satisfy the requirements of subsection 1 for the year to 16
which the due date is applicable. 17
9. A person who files with the Secretary of State a list required 18
by this section which identifies a general partner with the fraudu lent 19
intent of concealing the identity of any person or persons exercising 20
the power or authority of a general partner in furtherance of any 21
unlawful conduct is subject to the penalty set forth in NRS 225.084. 22
10. The Secretary of State may allow a forei gn limited 23
partnership to select an alternative due date for filing the initial list 24
required by this section. 25
11. The Secretary of State may adopt regulations to administer 26
the provisions of subsection 10. 27
Sec. 61. NRS 88.593 is hereby amended to read as follows: 28
88.593 1. Each foreign limited partnership which is required 29
to make a filing and pay the fee prescribed in NRS 88.591 to 30
88.5945, inclusive, and which refuses or neglects to do so within the 31
time provided is in default. 32
2. [For] Except as otherwise provided in this subsection, for 33
default there must be added to the amount of the fee a penalty of 34
$75 and unless the filing is made and the fee and penalty are paid on 35
or before the last day of the month in which the anniversary date of 36
the foreign limited partnership occurs, the defaulting foreign limited 37
partnership by reason of its default forfeits its right to transact any 38
business within this State. The Secretary of State may establish by 39
regulation the amount of the penalty that must be paid for default , 40
which must not exceed $75. If the Secretary of State establishes by 41
regulation the penalty for default, the penalty for default must be 42
in the amount established by the Secretary of State by regulation. 43
The fee and penalty must be collected as provided in this chapter. 44

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Sec. 62. NRS 88.594 is hereby amended to read as follows: 1
88.594 1. Except as otherwise provided in subsections 3 and 2
4 and NRS 88.5927, the Secretary of State shall reinstate a foreign 3
limited partnership which has forfeited or which forfeits its right to 4
transact business under the provisions of this chapter and shall 5
restore to the foreign limited partnership its right to transact 6
business in this State, and to exercise its privileges and immunities, 7
if it: 8
(a) Files with the Secretary of State: 9
(1) The list required by NRS 88.591; 10
(2) The statement required by NRS 88.5915, if applicable; 11
(3) The information required pursuant to NRS 77.310; and 12
(4) A declaration under penalty of perjury, on a form 13
provided by the Secretary of State, that the reinstatement is 14
authorized by a court of competent jurisdiction in this State or by 15
the duly selected general partners of the foreign limited partnership; 16
and 17
(b) Except as otherwise provided in NRS 231.14057, pays to the 18
Secretary of State: 19
(1) The filing fee and penalty set forth in NRS 88.591 and 20
88.593 for each year or portion thereof that its right to transact 21
business was forfeited; 22
(2) The fee set forth in NRS 88.5915, if applicable; and 23
(3) [A] Except as otherwise provided in this subparagraph, 24
a fee of $300 for reinstatement. The Secretary of State may 25
establish by regulation the amount of the fee for reinstatement , 26
which must not exceed $300. If the Secretary of State establishes 27
by regulation the amount of the fee for re instatement, the foreign 28
limited partnership must pay to the Secretary of State a fee for 29
reinstatement in the amount established by the Secretary of State 30
by regulation. 31
2. When the Secretary of State reinstates the foreign limited 32
partnership, the Secr etary of State shall issue to the foreign 33
limited partnership a certificate of reinstatement if the foreign 34
limited partnership: 35
(a) Requests a certificate of reinstatement; and 36
(b) Pays the required fees pursuant to NRS 88.415. 37
3. Except as otherwise provided in NRS 231.14057, the 38
Secretary of State shall not order a reinstatement unless all 39
delinquent fees and penalties have been paid and the revocation of 40
the right to transact business occurred only by reason of failure to 41
pay the fees and penalties. 42
4. If the right of a foreign limited partnership to transact 43
business in this State has been forfeited pursuant to the provisions of 44

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- *SB75_R1*
this chapter and has remained forfeited for a period of 5 consecutive 1
years, the right is not subject to reinstatement. 2
5. Except as otherwise provided in NRS 88.5945, a 3
reinstatement pursuant to this section relates back to the date on 4
which the foreign limited partnership forfeited its right to transact 5
business under the provisions of this chapter and reinstates the 6
foreign limited partnership’s right to transact business as if such 7
right had at all times remained in full force and effect. 8
Sec. 62.5. NRS 88.5947 is hereby amended to read as follows: 9
88.5947 1. The Secretary of State shall authorize a foreign 10
limited partnership whose right to transact business in this State has 11
been revoked to cancel its registration in this State without paying 12
additional fees and penalties [, other than the fee for filing a 13
certificate of canc ellation required by NRS 88.415, ] if the foreign 14
limited partnership provides evidence satisfactory to the Secretary 15
of State that the foreign limited partnership did not transact business 16
in this State: 17
(a) During the entire period for which its registra tion in this 18
State was revoked; or 19
(b) During a portion of the period for which its registration in 20
this State was revoked and the foreign limited partnership paid the 21
fees and penalties for the portion of that period in which the foreign 22
limited partnership transacted business in this State. 23
2. The Secretary of State may adopt regulations to administer 24
the provisions of this section. 25
Sec. 63. NRS 88A.600 is hereby amended to read as follows: 26
88A.600 1. A business trust formed pursuant to this chapter 27
shall, at the time of the filing of its certificate of trust with the 28
Secretary of State, or, if the business trust has selected an alternative 29
due date pursuant to subsection 9, on or before that alternative due 30
date, and annually thereafter on or before the last day of the month 31
in which the anniversary date of the filing of its certificate of trust 32
with the Secretary of State occurs, file with the Secretary of State, 33
or, if applicable, on or before the last day of th e month in which the 34
anniversary date of the alternative due date occurs in each year, on a 35
form furnished by the Secretary of State, a list signed by at least one 36
trustee, or by some other person specifically authorized by the 37
business trust to sign the l ist, that contains the name and street 38
address of at least one trustee. Each list filed pursuant to this 39
subsection must be accompanied by a declaration under penalty of 40
perjury that: 41
(a) The business trust has complied with the provisions of 42
chapter 76 of NRS; 43
(b) The business trust acknowledges that pursuant to NRS 44
239.330, it is a category C felony to knowingly offer any false or 45

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- *SB75_R1*
forged instrument for filing in the Office of the Secretary of State; 1
and 2
(c) None of the trustees identified in the list h as been identified 3
in the list with the fraudulent intent of concealing the identity of any 4
person or persons exercising the power or authority of a trustee in 5
furtherance of any unlawful conduct. 6
2. [Upon] Except as otherwise provided in this subsection , 7
upon filing: 8
(a) The initial list required by subsection 1, the business trust 9
shall pay to the Secretary of State a fee of $150. 10
(b) Each annual list required by subsection 1, the business trust 11
shall pay to the Secretary of State a fee of $150. 12
 The Secretary of State may establish by regulation the amount 13
of the fee for filing the initial list and each annual list required by 14
subsection 1, which must not exceed $150. If the Secretary of State 15
establishes by regulation the amount of such a fee, upon filing the 16
initial list and each annual list, the business trust shall pay to the 17
Secretary of State a fee in the amount established by the Secretary 18
of State by regulation. 19
3. If a business trust files an amended list of trustees with the 20
Secretary of State within 60 days after the date on which the initial 21
list required by subsection 1 is filed, the business trust or the 22
resigning trustee is not required to pay a fee for filing the amended 23
list. 24
4. Except as otherwise provided in subsection 3, if a tr ustee of 25
a business trust resigns and the resignation is not reflected on the 26
annual or amended list of trustees, the business trust or the resigning 27
trustee shall pay to the Secretary of State a fee of $75 to file the 28
resignation. 29
5. The Secretary of St ate shall, 90 days before the last day for 30
filing each annual list required by subsection 1, provide to each 31
business trust which is required to comply with the provisions of 32
NRS 88A.600 to 88A.665, inclusive, and which has not become 33
delinquent, a notice of the fee due pursuant to subsection 2 and a 34
reminder to file the list required pursuant to subsection 1. Failure of 35
a business trust to receive a notice does not excuse it from the 36
penalty imposed by law. 37
6. An annual list for a business trust not in d efault which is 38
received by the Secretary of State more than 90 days before its due 39
date shall be deemed an amended list for the previous year. 40
7. A person who files with the Secretary of State an initial list 41
or annual list required by subsection 1 whic h identifies a trustee 42
with the fraudulent intent of concealing the identity of any person or 43
persons exercising the power or authority of a trustee in furtherance 44

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- *SB75_R1*
of any unlawful conduct is subject to the penalty set forth in 1
NRS 225.084. 2
8. For the purposes of this section, a person who is a beneficial 3
owner is not deemed to exercise actual control of the daily 4
operations of a business trust based solely on the fact that the person 5
is a beneficial owner. 6
9. The Secretary of State may allow a busine ss trust to select 7
an alternative due date for filing the initial list required by 8
subsection 1. 9
10. The Secretary of State may adopt regulations to administer 10
the provisions of subsection 9. 11
Sec. 64. NRS 88A.630 is hereby amended to read as follows: 12
88A.630 1. Each business trust required to file the list and 13
pay the fee prescribed in NRS 88A.600 to 88A.665, inclusive, 14
which refuses or neglects to do so within the time provided shall be 15
deemed in default. 16
2. [For] Except as otherwise provided in this subsection, for 17
default, there must be added to the amount of the fee a penalty of 18
$75. The Secretary of State may establish by regulation the 19
amount of the penalty that must be paid for default , which must 20
not exceed $75 . If the Secretary of State establishes by regulation 21
the penalty for default, the penalty for default must be in the 22
amount established by the Secretary of State by regulation. The fee 23
and penalty must be collected as provided in this chapter. 24
Sec. 65. NRS 88A.650 is hereby amended to read as follows: 25
88A.650 1. Except as otherwise provided in subsections 3 26
and 4 and NRS 88A.345, the Secretary of State shall reinstate a 27
business trust which has forfeited or which fo rfeits its right to 28
transact business pursuant to the provisions of this chapter and shall 29
restore to the business trust its right to carry on business in this 30
State, and to exercise its privileges and immunities, if it: 31
(a) Files with the Secretary of State: 32
(1) The list required by NRS 88A.600; 33
(2) The information required pursuant to NRS 77.310; and 34
(3) A declaration under penalty of perjury, on a form 35
provided by the Secretary of State, that the reinstatement is 36
authorized by a court of competent jurisdiction in this State or by 37
the duly selected trustees of the business trust; and 38
(b) Except as otherwise provided in NRS 231.14057, pays to the 39
Secretary of State: 40
(1) The filing fee and penalty set forth in NRS 88A.600 and 41
88A.630 for each year or portion thereof during which its certificate 42
of trust was revoked; and 43
(2) [A] Except as otherwise provided in this subparagraph, 44
a fee of $300 for reinstatement. The Secretary of State may 45

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establish by regulation the amount of the fee for reinstateme nt, 1
which must not exceed $300. If the Secretary of State establishes 2
by regulation the amount of the fee for reinstatement, the business 3
trust must pay to the Secretary of State a fee for reinstatement in 4
the amount established by the Secretary of State by regulation. 5
2. When the Secretary of State reinstates the business trust, the 6
Secretary of State shall issue to the business trust a certificate of 7
reinstatement if the business trust: 8
(a) Requests a certificate of reinstatement; and 9
(b) Pays the required fees pursuant to NRS 88A.900. 10
3. Except as otherwise provided in NRS 231.14057, the 11
Secretary of State shall not order a reinstatement unless all 12
delinquent fees and penalties have been paid, and the revocation of 13
the certificate of trust occurred only by reason of the failure to file 14
the list or pay the fees and penalties. 15
4. If a certificate of business trust has been revoked pursuant to 16
the provisions of this chapter and has remained revoked for a period 17
of 5 consecutive years, the certificate must not be reinstated. 18
5. Except as otherwise provided in NRS 88A.660, a 19
reinstatement pursuant to this section relates back to the date on 20
which the business trust forfeited its right to transact business under 21
the provisions of this chapter and reinstates the business trust’s right 22
to transact business as if such right had at all times remained in full 23
force and effect. 24
Sec. 65.5. NRS 88A.665 is hereby amended to read as 25
follows: 26
88A.665 1. The Secretary of State shall authorize a business 27
trust whose certificate of trust has been revoked to cancel its 28
certificate of trust without paying additional fees and penalties [, 29
other than the fee for filing a certificate of cancellation required by 30
NRS 88A.900,] if the business trust provides evidence satisfactory 31
to the Secretary of State that the business trust did not transact 32
business in this State or as a business trust organized pursuant to the 33
laws of this State: 34
(a) During the entire period for which its certificate of trust was 35
revoked; or 36
(b) During a portion of the period for which its certificate of 37
trust was revoked and the business trust paid the fees and penalties 38
for the portion of that period in which the business trust transacted 39
business in this State or as a business trust organized pursuant to the 40
laws of this State. 41
2. The Secretary of State may adopt regulations to administer 42
the provisions of this section. 43

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Sec. 66. NRS 88A.732 is hereby amended to read as follows: 1
88A.732 1. Each foreign business trust doing business in this 2
State shall, at the time of the filing of its application for registration 3
as a foreign business trust with the Secretary of State, or, if the 4
foreign business trust has selected an alternative due date pursuant 5
to subsection 11, on or before that alternative due date, and annually 6
thereafter on or before the last day of the month in which the 7
anniversary date of its qualification to do business in this State 8
occurs in each year, or, if applicable, on or before the last day of the 9
month in which the anniversary date of the alternative due date 10
occurs in each year, file with the Secretary of State a list, on a form 11
furnished by the Secretary of State, that contains: 12
(a) The name of the foreign business trust; 13
(b) The file number of the foreign business trust, if known; 14
(c) The name of at least one of its trustees; 15
(d) The address, either residence or business, of the trustee listed 16
pursuant to paragraph (c); and 17
(e) The signature o f a trustee of the foreign business trust, or 18
some other person specifically authorized by the foreign business 19
trust to sign the list, certifying that the list is true, complete and 20
accurate. 21
2. Each list required to be filed pursuant to this section must be 22
accompanied by a declaration under penalty of perjury that: 23
(a) The foreign business trust has complied with the provisions 24
of chapter 76 of NRS; 25
(b) The foreign business trust acknowledges that pursuant to 26
NRS 239.330, it is a category C felony to knowingly offer any false 27
or forged instrument for filing in the Office of the Secretary of 28
State; and 29
(c) None of the trustees identified in the list has been identified 30
in the list with the fraudulent intent of concealing the identity of any 31
person or persons exercising the power or authority of a trustee in 32
furtherance of any unlawful conduct. 33
3. [Upon] Except as otherwise provided in this subsection, 34
upon filing: 35
(a) The initial list required by this section, the foreign business 36
trust shall pay to the Secretary of State a fee of $150. 37
(b) Each annual list required by this section, the foreign business 38
trust shall pay to the Secretary of State a fee of $150. 39
 The Secretary of State may establish by regulation the amount 40
of the fee for filing the i nitial list and each annual list required by 41
this section, which must not exceed $150. If the Secretary of State 42
establishes by regulation the amount of such a fee, upon filing the 43
initial list and each annual list, the foreign business trust shall pay 44

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to the Secretary of State a fee in the amount established by the 1
Secretary of State by regulation. 2
4. If a foreign business trust files an amended list of trustees 3
with the Secretary of State within 60 days after the date on which 4
the initial list required by this section is filed, the foreign business 5
trust or the resigning trustee is not required to pay a fee for filing the 6
amended list. 7
5. Except as otherwise provided in subsection 4, if a trustee of 8
a foreign business trust resigns and the resignation is not reflected 9
on the annual or amended list of trustees, the foreign business trust 10
or the resigning trustee shall pay to the Secretary of State a fee of 11
$75 to file the resignation. 12
6. The Secretary of State shall, 90 days before the last day for 13
filing each annual list required by subsection 1, provide to each 14
foreign business trust which is required to comply with the 15
provisions of NRS 88A.732 to 88A.738, inclusive, and which has 16
not become delinquent, a notice of the fee due pursuant to 17
subsection 3 and a reminder to file the list required pursuant to 18
subsection 1. Failure of any foreign business trust to receive a notice 19
does not excuse it from the penalty imposed by the provisions of 20
NRS 88A.732 to 88A.738, inclusive. 21
7. If the list to be filed pursuant to the provisions of subsection 22
1 is defective or the fee required by subsection 3 is not paid, the 23
Secretary of State may return the list for correction or payment. 24
8. An annual list for a foreign business trust not in default 25
which is received by the Secretary of State more than 90 days before 26
its due date shall be deemed an amended list for the previous year 27
and does not satisfy the requirements of subsection 1 for the year to 28
which the due date is applicable. 29
9. A person who files with the Secretary of State a list required 30
by this section which identifies a trustee with the fraudulent intent of 31
concealing the identity of any person or persons exercising the 32
power or authority of a trustee in furtherance of any unlawful 33
conduct is subject to the penalty set forth in NRS 225.084. 34
10. For the purposes of this section, a person who is a 35
beneficial owner is not deemed to exercise actual control of the 36
daily operations of a foreign business trust based solely on the fact 37
that the person is a beneficial owner. 38
11. The Secretary of State may allow a foreign business trust to 39
select an alternative due date for filing the initial list required by this 40
section. 41
12. The Secretary of State may adopt regulations to administer 42
the provisions of subsection 11. 43

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Sec. 67. NRS 88A.735 is hereby amended to read as follows: 1
88A.735 1. Each foreign business trust which is required to 2
make a filing and pay the fee prescribed in NRS 88A.732 to 3
88A.738, inclusive, and whi ch refuses or neglects to do so within 4
the time provided is in default. 5
2. [For] Except as otherwise provided in this subsection, for 6
default there must be added to the amount of the fee a penalty of 7
$75, and unless the filing is made and the fee and pen alty are paid 8
on or before the last day of the month in which the anniversary date 9
of the foreign business trust occurs, the defaulting foreign business 10
trust by reason of its default forfeits its right to transact any business 11
within this State. The Secre tary of State may establish by 12
regulation the amount of the penalty that must be paid for default , 13
which must not exceed $75. If the Secretary of State establishes by 14
regulation the penalty for default, the penalty for default must be 15
in the amount establi shed by the Secretary of State by regulation. 16
The fee and penalty must be collected as provided in this chapter. 17
Sec. 68. NRS 88A.737 is hereby amended to read as follows: 18
88A.737 1. Except as otherwise provided in subsections 3 19
and 4 and NRS 88A.7345, the Secretary of State shall reinstate a 20
foreign business trust which has forfeited or which forfeits its right 21
to transact business under the provisions of this chapter and shall 22
restore to the foreign business trust its right to transact business in 23
this State, and to exercise its privileges and immunities, if it: 24
(a) Files with the Secretary of State: 25
(1) The list required by NRS 88A.732; 26
(2) The information required pursuant to NRS 77.310; and 27
(3) A declarati on under penalty of perjury, on a form 28
provided by the Secretary of State, that the reinstatement is 29
authorized by a court of competent jurisdiction in this State or by 30
the duly selected trustees of the foreign business trust; and 31
(b) Except as otherwise provided in NRS 231.14057, pays to the 32
Secretary of State: 33
(1) The filing fee and penalty set forth in NRS 88A.732 and 34
88A.735 for each year or portion thereof that its right to transact 35
business was forfeited; and 36
(2) [A] Except as otherwise provided in this subparagraph, 37
a fee of $300 for reinstatement. The Secretary of State may 38
establish by regulation the amount of the fee for reinstatement , 39
which must not exceed $300. If the Secretary of State establishes 40
by regulation the amount of the fee for rei nstatement, the foreign 41
business trust must pay to the Secretary of State a fee for 42
reinstatement in the amount established by the Secretary of State 43
by regulation. 44

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2. When the Secretary of State reinstates the foreign business 1
trust, the Secretary of State shall issue to the foreign business trust a 2
certificate of reinstatement if the foreign business trust: 3
(a) Requests a certificate of reinstatement; and 4
(b) Pays the required fees pursuant to NRS 88A.900. 5
3. Except as otherwise provided in NRS 231. 14057, the 6
Secretary of State shall not order a reinstatement unless all 7
delinquent fees and penalties have been paid and the revocation of 8
the right to transact business occurred only by reason of failure to 9
pay the fees and penalties. 10
4. If the right o f a foreign business trust to transact business in 11
this State has been forfeited pursuant to the provisions of this 12
chapter and has remained forfeited for a period of 5 consecutive 13
years, the right to transact business must not be reinstated. 14
5. Except a s otherwise provided in NRS 88A.738, a 15
reinstatement pursuant to this section relates back to the date the 16
foreign business trust forfeited its right to transact business under 17
the provisions of this chapter and reinstates the foreign business 18
trust’s righ t to transact business as if such right had at all times 19
remained in full force and effect. 20
Sec. 68.5. NRS 88A.739 is hereby amended to read as 21
follows: 22
88A.739 1. The Secretary of State shall authorize a foreign 23
business trust whose right to transact business in this State has been 24
revoked to cancel its registration in this State without paying 25
additional fees and penalties [, other than the fee for filing a 26
certificate of cancellation required by NRS 88A.900, ] if the foreign 27
business trust provides evidence satisfactory to the Secretary of 28
State that the foreign business trust did not transact business in this 29
State: 30
(a) During the entire period for which its right to transact 31
business in this State was revoked; or 32
(b) During a portion of the period for which its right to transact 33
business in this State was revoked and the foreign business trust 34
paid the fees and penalties for the portion of that period in which the 35
foreign business trust transacted business in this State. 36
2. The Secretary of State may adopt regulations to administer 37
the provisions of this section. 38
Sec. 69. NRS 88A.900 is hereby amended to read as follows: 39
88A.900 The Secretary of State shall charge and collect the 40
following fees for: 41
1. [Filing] Except as otherwise provided in this subsection, 42
filing an original certificate of trust, or for registering a foreign 43
business trust, $75. The Secretary of State may establish by 44
regulation the amount of the fee for filing an original certificate 45

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of trust or for registering a foreign business trust , which must not 1
exceed $75. If the Secretary of State establishes by regulation the 2
amount of such a fee, the amount of the fee for filing an original 3
certificate of trust, or for registering a foreign business trust, must 4
be the amount established by the Secretary of State by regulation. 5
2. Filing an amendment or restatement, or a combination 6
thereof, to a certificate of trust, $175. 7
3. [Filing a certificate of cancellation, $100. 8
4.] Certifying a copy of a certificate of trust or an amendment 9
or restatement, or a combination thereof, $30 per certification. 10
[5.] 4. Certifying an authorized printed copy of this chapter, 11
$30. 12
[6.] 5. Reserving a name for a business trust, $25. 13
[7.] 6. Signing a certificate of existence of a business trust 14
which does not list the previous records relating to it, or a certificate 15
of change in the name of a business trust, $50. 16
[8.] 7. Signing a certificate of existence of a business trust 17
which lists the previous records relating to it, $50. 18
[9.] 8. Signing, certifying or filing any certificate or record not 19
otherwise provided for in this section, $50. 20
[10.] 9. Examining and provisionally approving a record 21
before the record is presented for filing, $125. 22
[11.] 10. Copying a record on file with the Secretary of State, 23
for each page, $2. 24
Sec. 70. NRS 89.027 is hereby amended to read as follows: 25
89.027 [No] 26
1. Except as otherwise provided in subsection 2, no record 27
which is written in a language other than English may be filed or 28
submitted for filing in the Office of the Secretary of State pursuant 29
to the provisions of this chapter unless it is accompanied b y a 30
verified translation of that record into the English language. 31
2. The Office of the Secretary of State may accept for filing a 32
record which is written in a language other than English if the 33
Secretary of State determines that sufficient resources are 34
available to provide for a verified translation of that record into 35
the English language. 36
Sec. 71. NRS 89.210 is hereby amended to read as follows: 37
89.210 1. Within 30 days after the organization of a 38
professional association under this chapter, the association shall file 39
with the Secretary of State a copy of the articles of association, duly 40
signed, and , except as otherwise provided in subsection 3, shall 41
pay at that time a filing fee of $75. A copy of any amendments t o 42
the articles of association must also be filed with the Secretary of 43
State within 30 days after the adoption of such amendments. Each 44

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- *SB75_R1*
copy of amendments so filed must be certified as true and correct 1
and be accompanied by a filing fee of $175. 2
2. The n ame of such a professional association must contain 3
the words “Professional Association,” “Professional Organization” 4
or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association 5
may render professional services and exercise its authorized powers 6
under a fictitious name if the association has first registered the 7
name in the manner required under chapter 602 of NRS. 8
3. The Secretary of State may establish by regulation the fee 9
for filing a copy of the articles of association, which is required by 10
subsection 1, which must not exceed $75. If the Secretary of State 11
establishes by regulation the amount of such a filing fee, the 12
professional association shall pay the filing fee required by 13
subsection 1 in the amount established by the Secretary of State by 14
regulation. 15
Sec. 72. NRS 89.250 is hereby amended to read as follows: 16
89.250 1. Except as otherwise provided in subsection 2, a 17
professional association shall, at the time of the filing of its articles 18
of association with the Secretary of State, or, if the professional 19
association has selected an alternative due date pursuant to 20
subsection 8, on or before that alternative due date, and annually 21
thereafter on or before the last day of the month in which the 22
anniversary date of its organization occurs in each year, or, if 23
applicable, on or before the last day of the month in which the 24
anniversary date of the alternative due date occurs in each year, file 25
with the Secretary of State a list showing the names and addresses, 26
either residence or business, of all members and employees in the 27
professional association and certifying that all members and 28
employees are licensed to render professional service in this State. 29
2. A professional association organized and practicing pursuant 30
to the provisions of this chapter and NRS 623.349 shall, at the time 31
of the filing of its articles of association with the Secretary of State, 32
or, if the professional association has selected an alternative due 33
date pursuant to subsection 8, on or be fore that alternative due date, 34
and annually thereafter on or before the last day of the month in 35
which the anniversary date of its organization occurs in each year, 36
or, if applicable, on or before the last day of the month in which the 37
anniversary date of the alternative due date occurs in each year, file 38
with the Secretary of State a list: 39
(a) Showing the names and addresses, either residence or 40
business, of all members and employees of the professional 41
association who are licensed or otherwise authorized by law to 42
render professional service in this State; 43

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(b) Certifying that all members and employees who render 1
professional service are licensed or otherwise authorized by law to 2
render professional service in this State; and 3
(c) Certifying that all members who are not licensed to render 4
professional service in this State do not render professional service 5
on behalf of the professional association except as authorized by 6
law. 7
3. Each list filed pursuant to this section must be: 8
(a) Made on a form furnished by the Secretary of State and must 9
not contain any fiscal or other information except that expressly 10
called for by this section. 11
(b) Signed by the chief executive officer of the professional 12
association or by some other person specifically authorized by the 13
chief executive officer to sign the list. 14
(c) Accompanied by a declaration under penalty of perjury that: 15
(1) The professional association has complied with the 16
provisions of chapter 76 of NRS; 17
(2) The professional association acknowledges that pursuant 18
to NRS 239.330, it is a category C felony to knowingly offer any 19
false or forged instrument for filing in the Office of the Secretary of 20
State; and 21
(3) None of the members or employees identified in the list 22
has been identified in the list with the fraudulent intent of 23
concealing the identity of any person or persons exercising the 24
power or authority of a member or employee in furtherance of any 25
unlawful conduct. 26
4. [Upon] Except as otherwise provided in this subsection, 27
upon filing: 28
(a) The initial list required by this section, the professional 29
association shall pay to the Secretary of State a fee of $150. 30
(b) Each annual list required by this section, the professional 31
association shall pay to the Secretary of State a fee of $150. 32
 The Secretary of State may establish by regulation the amount 33
of the fee for filing the initial list and each annual list required by 34
this section, which must not exceed $150. If the Secretary of State 35
establishes by regulation the amount of such a fee, upon filing the 36
initial list and each annual list, the professional association shall 37
pay to the Secretary of State a fee in the amount established by the 38
Secretary of State by regulation. 39
5. If a professional association files an amended list of 40
members and employees with the Secretary of State within 60 days 41
after the date on which the initial list required by this section is 42
filed, the professional association is not required to pay a fee for 43
filing the amended list. 44

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6. A person who files wit h the Secretary of State an initial list 1
or annual list required by this section which identifies a member or 2
an employee of a professional association with the fraudulent intent 3
of concealing the identity of any person or persons exercising the 4
power or a uthority of a member or employee in furtherance of any 5
unlawful conduct is subject to the penalty set forth in NRS 225.084. 6
7. For the purposes of this section, a person is not deemed to 7
exercise actual control of the daily operations of a professional 8
association based solely on the fact that the person holds an 9
ownership interest in the professional association. 10
8. The Secretary of State may allow a professional association 11
to select an alternative due date for filing the initial list required by 12
this section. 13
9. The Secretary of State may adopt regulations to administer 14
the provisions of subsection 8. 15
Sec. 73. NRS 89.252 is hereby amended to read as follows: 16
89.252 1. Each professional association that is required to 17
make a filing and pay the fee prescribed in NRS 89.250 but refuses 18
to do so within the time provided is in default. 19
2. [For] Except as otherwise provided in this subsection, for 20
default, there must be added to the amount of the fee a penalty of 21
$75. The Secretary of State may establish by regulation the 22
amount of the penalty that must be paid for default , which must 23
not exceed $75. If the Secretary of State establishes by regulation 24
the penalty for default, the penalty for default must be in the 25
amount established by the Secretary of State by regulation. The fee 26
and penalty must be collected as provided in this chapter. 27
Sec. 74. NRS 89.256 is hereby amended to read as follows: 28
89.256 1. Except as otherwise provided in subsections 3 and 29
4 and NRS 89.251, the Secretary of State shall reinstate any 30
professional association which has forfeited its right to transact 31
business under the provisions of this chapter and restore the right to 32
carry on business in this State and exercise its privileges and 33
immunities if it: 34
(a) Files with the Secretary of State: 35
(1) The list and certification required by NRS 89.250; 36
(2) The information required pursuant to NRS 77.310; and 37
(3) A declaration under penalty of perjury, on a for m 38
provided by the Secretary of State, that the reinstatement is 39
authorized by a court of competent jurisdiction in this State or by 40
the duly selected chief executive officer of the professional 41
association; and 42
(b) Except as otherwise provided in NRS 231.14057, pays to the 43
Secretary of State: 44

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- *SB75_R1*
(1) The filing fee and penalty set forth in NRS 89.250 and 1
89.252 for each year or portion thereof during which the articles of 2
association have been revoked; and 3
(2) [A] Except as otherwise provided in this s ubparagraph, 4
a fee of $300 for reinstatement. The Secretary of State may 5
establish by regulation the amount of the fee for reinstatement , 6
which must not exceed $300. If the Secretary of State establishes 7
by regulation the amount of the fee for reinstatemen t, the 8
professional association must pay to the Secretary of State a fee 9
for reinstatement in the amount established by the Secretary of 10
State by regulation. 11
2. When the Secretary of State reinstates the professional 12
association, the Secretary of State s hall issue to the 13
professional association a certificate of reinstatement if the 14
professional association: 15
(a) Requests a certificate of reinstatement; and 16
(b) Pays the required fees pursuant to subsection 7 of 17
NRS 78.785. 18
3. Except as otherwise prov ided in NRS 231.14057, the 19
Secretary of State shall not order a reinstatement unless all 20
delinquent fees and penalties have been paid, and the revocation of 21
the articles of association occurred only by reason of the failure to 22
pay the fees and penalties. 23
4. If the articles of association of a professional association 24
have been revoked pursuant to the provisions of this chapter and 25
have remained revoked for 10 consecutive years, the articles must 26
not be reinstated. 27
5. A reinstatement pursuant to this sec tion relates back to the 28
date on which the professional association forfeited its right to 29
transact business under the provisions of this chapter and reinstates 30
the professional association’s right to transact business as if such 31
right had at all times remained in full force and effect. 32
Sec. 75. NRS 353.007 is hereby amended to read as follows: 33
353.007 1. Except as otherwise provided in subsection 2, a 34
person shall not enter into a contract with the State of Nevada unless 35
the person is a holder of a state business license issued pursuant to 36
chapter 76 of NRS. 37
2. A person who is not a holder of a state business license may 38
enter into a contract with the State of Nevada if, pursuant to 39
paragraph (b) of subsection [7] 8 of NRS 76.100, the person is not 40
required to obtain a state business license. 41
3. The provisions of this section apply to all offices, 42
departments, divisions, boards, commissions, institutions, agencies 43
or any other units of: 44

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(a) The Legislative, Executive and Judicial Departments of the 1
State Government; 2
(b) The Nevada System of Higher Education; and 3
(c) The Public Employees’ Retirement System. 4
Sec. 76. NRS 600.025 is hereby amended to read as follows: 5
600.025 [No] 6
1. Except as otherwise provided in subsection 2, no document 7
which is written in a language other than English may be filed or 8
submitted for filing in the Office of the Secretary of State pursuant 9
to the provisions of this chapter unless it is accompanied by a 10
verified translation of the document into the English language. 11
2. The Office of the Secretary of State may accept for filing a 12
record which is written in a language other than English if the 13
Secretary of State determines that sufficient resources are 14
available to provide for a verified translation of that record into 15
the English language. 16
Sec. 77. NRS 600.340 is hereby amended to read as follows: 17
600.340 1. A person who has adopted and is using a mark in 18
this State may file in the Office of the Secretary of State, on a form 19
to be furnished by the Secretary of State, an application for 20
registration of that mark setting forth, but not limited to, the 21
following information: 22
(a) Whether the mark to be registered is a trademark, trade name 23
or service mark; 24
(b) A description of the mark by name, words displayed in it or 25
other information; 26
(c) The name and business address of the person applying for 27
the registration and, if it is a corporation, limited -liability company, 28
limited partnership or registered limited -liability partnership, the 29
state of incorporation or organization; 30
(d) The specific goods or services in connection with which the 31
mark is used and the mode or manner in which the mark is used in 32
connection with those goods or services and the class as designated 33
[by the Secretary of State] pursuant to NRS 600.400 which includes 34
those goods or services; 35
(e) The date when the mark was first used anywhere and the 36
date when it was first used in this State by the applicant or his or her 37
predecessor in business which must precede the filing of the 38
application; and 39
(f) A statement that the applicant is the owner of the mark and 40
that no other person has the right to use the mark in this State either 41
in the form set forth in the application or in such near resemblance 42
to it as might deceive or cause mistake. 43
2. The application must: 44

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(a) Be signed and verified by the applicant or by a member of 1
the firm or an officer of the corporation or association applying. 2
(b) Be accompanied by a specimen or facsimile of the mark on 3
white paper that is 8 1/2 inches by 11 inches in size and by a filing 4
fee of $100 payable to the Secretary of State. 5
3. If the application fails to comply with this section or NRS 6
600.343, the Secretary of State shall return it for correction. 7
Sec. 78. NRS 600.370 is hereby amended to read as follows: 8
600.370 1. A mark and its registration are assignable with the 9
good will of the business in which the mark is used, or with that part 10
of the good will of the business connected with the use of and 11
symbolized by the mark. An assignment must: 12
(a) Be [in writing; ] made upon a form prescribed by the 13
Secretary of State; 14
(b) Be signed and acknowledged by the registrant or his or her 15
successor or a member of the firm or an officer of the corporation or 16
association under whose name the mark is registered; and 17
(c) Be recorded with the Secretary of State upon the payment of 18
a fee of $100 to the Secretary of State who, upon re cording the 19
assignment, shall issue in the name of the assignee a certificate of 20
assignment for the remainder of the period of the registration. 21
2. An assignment of any registration is void as against any 22
subsequent purchaser for valuable consideration w ithout notice, 23
unless: 24
(a) The assignment is recorded with the Secretary of State 25
within 3 months after the date of the assignment; or 26
(b) The assignment is recorded before the subsequent purchase. 27
Sec. 79. NRS 600.400 is hereby amended to read as follows: 28
600.400 1. The [Secretary of State may adopt regulations 29
defining general ] classes of goods and services for which a mark 30
may be registered [. Classes defined pursuant to this subsection ] 31
shall be the classes listed i n the international schedule of classes 32
of goods and services adopted by the United States Patent and 33
Trademark Office, 37 C.F.R. § 6.1. Such classes are deemed to be 34
for administrative convenience and must not be deemed to be 35
exclusive or limit or extend the rights of the applicant or registrant. 36
2. A single application for registration of a mark may include 37
any goods within their class on which the mark is used, or any 38
services within their class rendered in connection with the mark. If a 39
mark is used f or more than one class of goods or more than one 40
class of services the applicant must file a separate application for 41
each class. 42

– 95 –

- *SB75_R1*
Sec. 79.3. Chapter 623 of NRS is hereby amended by adding 1
thereto a new section to read as follows: 2
The Board may, in lieu of all examinations for a certificate of 3
registration to practice architecture, accept satisfactory evidence 4
that an applicant is a laureate of the Pritzker Architecture Prize. 5
Sec. 79.7. NRS 78.780 is hereby repealed. 6
Sec. 80. This act becomes effective on July 1, 2025. 7

TEXT OF REPEALED SECTION

78.780 Filing fee: Certificate of dissolution. The fee for
filing a certificate of dissolution, whether it occurs before or after
payment of capital and beginning of business, is $100.

H