Nevada LLC Laws

Click here to view all titles of Nevada Revised Statutes. The laws on this page are applicable to Limited-Liability Companies only.


CHAPTER 86 – LIMITED-LIABILITY COMPANIES
GENERAL PROVISIONS
Definitions. 86.011
“Articles” and “articles of organization” defined. 86.022
“Bankrupt” defined. 86.031
“Foreign limited-liability company” defined. 86.051
“Limited-liability company” and “company” defined. 86.061
“Majority in interest” defined. 86.065
“Manager” defined. 86.071
“Member” defined. 86.081
“Member’s interest” defined. 86.091
“Noneconomic member” defined. 86.095
“Operating agreement” defined. 86.101
“Real property” defined. 86.111
“Record” defined. 86.116
“Registered office” defined. 86.121
“Resident agent” defined. 86.125
“Series” and “series of members” defined. 86.1255
“Sign” defined. 86.126
“Signature” defined. 86.127
“Street address” defined. 86.128
Applicability of chapter to foreign and interstate commerce. 86.131
Amendment or repeal of provisions of chapter; chapter deemed part of articles of company. 86.135
ORGANIZATION
Purpose for organization. 86.141
Filing requirements. 86.151
Perpetual existence of company. 86.155
Articles of organization: Required and optional provisions. 86.161
Name of company: Distinguishable name required; availability of name of revoked, merged or otherwise terminated company; limitations; regulations. 86.171
Name of company: Reservation; injunctive relief. 86.176
Commencement of organizational existence. 86.201
Articles of organization: Notice imparted by filing. 86.211
Amendment of articles of organization before issuance of member’s interest. 86.216
Amendment and restatement of articles of organization. 86.221
Filing of certificate of amendment or judicial decree of amendment; effective date. 86.226
RESIDENT AGENT AND REGISTERED OFFICE
Resident agent required; address of registered office; change of address. 86.231
Resident agent: Revocation of appointment; change of name. 86.235
Maintenance of records at office in State; inspection and copying of records. 86.241
Resident agent: Resignation; designation of successor after death, resignation or movement from State. 86.251
Service of process, notice or demand upon resident agent. 86.261
ANNUAL LIST; DEFAULTING COMPANIES
Filing requirements; fees; notice. 86.263
Additional filing requirements for certain companies: Criteria; statement; fees. 86.264
Certificate of authorization to transact business. 86.266
Addresses of managers and members required; failure to file. 86.269
Defaulting companies: Identification; reinstatement; penalty. 86.272
Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets. 86.274
Defaulting companies: Conditions and procedure for reinstatement. 86.276
Defaulting companies: Reinstatement under old or new name; regulations. 86.278
OPERATION
General powers. 86.281
Operating agreement. 86.286
Management. 86.291
Noneconomic members. 86.293
Classes of members or managers; series of members. 86.296
Limitation on authority to contract debt or incur liability. 86.301
Acquisition, ownership and disposition of property. 86.311
Contributions to capital: Form. 86.321
Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws. 86.331
Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal. 86.335
Distribution of profits. 86.341
Distribution of profits and contributions: Prohibition; applicable determinations; liability of member for violation. 86.343
Distributions: Form; status of member or transferee. 86.346
Nature and transfer of member’ s interest; rights of transferee; substituted members. 86.351
LIABILITY, INDEMNIFICATION AND INSURANCE
Liability of persons assuming to act as company without authority. 86.361
Liability of member or manager for debts or liabilities of company. 86.371
Member of company is not proper party in proceeding by or against company; exception. 86.381
Liability of member to company. 86.391
Rights and remedies of creditor of member. 86.401
Indemnification of manager, member, employee or agent: Proceeding other than by company. 86.411
Indemnification of manager, member, employee or agent: Proceeding by company. 86.421
Indemnification of manager, member, employee or agent: Scope; authorization. 86.431
Indemnification of member or manager: Advancement of expenses. 86.441
Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status. 86.451
Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent. 86.461
Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent. 86.471
Exclusion of company which provides self-insurance from title 57 of NRS. 86.481
DERIVATIVE ACTIONS
Authority of member to bring action. 86.483
Qualifications of plaintiff. 86.485
Pleading. 86.487
Expenses. 86.489
DISSOLUTION
Events requiring dissolution and winding up of affairs; effect of certain events affecting member. 86.491
Dissolution by decree of court; termination of series by decree of court. 86.495
Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company. 86.505
Distribution of assets after dissolution. 86.521
Articles of dissolution: Required provisions. 86.531
Articles of dissolution: Filing; effect of filing. 86.541
FOREIGN LIMITED-LIABILITY COMPANIES
Law governing organization, internal affairs and liability of managers and members. 86.543
Filing requirements; required provisions of application for registration. 86.544
Issuance of certificate of registration by Secretary of State. 86.545
Name for registration. 86.546
Annual list: Filing requirements; fees; powers and duties of Secretary of State. 86.5461
Additional filing requirements for certain companies: Criteria; statement; fees. 86.5462
Certificate of authorization to transact business. 86.5463
Addresses of managers or managing members required; failure to file. 86.5464
Defaulting companies: Identification; forfeiture of right to transact business; penalty. 86.5465
Defaulting companies: Duties of Secretary of State. 86.5466
Defaulting companies: Conditions and procedure for reinstatement. 86.5467
Defaulting companies: Reinstatement under old or new name; regulations. 86.5468
Cancellation of registration. 86.547
Transaction of business without registration. 86.548
Activities not constituting transaction of business. 86.5483
Determination of whether solicitation is made or accepted. 86.5487
Action by Attorney General to restrain transaction of business. 86.549
MISCELLANEOUS PROVISIONS
Issuance of occupational or professional license to limited-liability company by board or commission; regulations. 86.555
Form required for filing of records. 86.557
Fees. 86.561
Procedure to submit replacement page to Secretary of State before actual filing of record. 86.563
Filing of records written in language other than English. 86.566
Correction of inaccurate or defective record filed with Secretary of State. 86.568
Waiver of notice. 86.571
Renewal or revival of charter: Procedure; fee; certificate as evidence. 86.580
Renewal or revival of charter: Status of company. 86.590

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