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Nevada Chapter 86 — Limited-Liability Companies

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