(REPRINTED WITH ADOPTED AMENDMENTS) " FIRST REPRINT S.B. 433" Senate Bill No. 433--Committee on Judiciary (Requested by Nevada State Bar Association) May 3, 1995 _____________ Referred to Committee on Judiciary SUMMARY--Makes various changes relating to corporations, limited-liability companies and partnerships. (BDR 7-329) FISCAL NOTE: Effect on Local Government: No. Effect on the State or on Industrial Insurance: No. EXPLANATION--Matter in italics is new; matter in bra ckets [ ] is material to be omitted. AN ACT relating to artificial persons; broadening the requirements for eligibility to serve as an agent for service of process upon corporations, limited-liability companies and partnerships; providing generally for the merger of or exchange of interests in corporations, limited-liability companies and partnerships; permitting one person to organize a limited-liability company; and providing other matters properly relating thereto. THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS: Section 1. Title 7 of NRS is hereby amended by adding thereto a new chapter to consist of the provisions set forth as sections 2 to 59, inclusive, of this act. Sec. 2. As used in this chapter, unless the context otherwise requires, the words and terms defined in sections 3 to 16, inclusive, of this act have the meanings ascribed to them in those sections. Sec. 3. "Constituent document" means the articles of incorporation or bylaws of a corporation, whether or not for profit, the articles of organization or operating agreement of a limited-liability company or the certificate of limited partnership or partnership agreement of a limited partnership. Sec. 4. "Constituent entity" means, with respect to a merger, each merging or surviving entity and, with respect to an exchange, each entity whose owner's interests will be acquired or each entity acquiring those interests. Sec. 5. "Domestic" as applied to an entity means one organized and existing under the laws of this state. Sec. 6. "Domestic corporation" means a corporation organized and existing under chapter 78 or 78A of NRS, or a nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160, inclusive. Sec. 7. "Domestic limited-liability company" means a limited-liability company organized and existing under chapter 86 of NRS. Sec. 8. "Domestic limited partnership" means a limited partnership organized and existing under chapter 88 of NRS. Sec. 9. "Domestic nonprofit corporation" means a corporation organized or existing under chapter 82 of NRS, including those listed in NRS 82.051. Sec. 10. "Entity" means a foreign or domestic corporation, whether or not for profit, limited-liability company or limited partnership. Sec. 11. "Exchange" means the acquisition by one or more foreign or domestic entities of all an owner's interests or one or more classes or series of an owner's interests of one or more foreign or domestic entities. Sec. 12. "Foreign" as applied to an entity means one not organized or existing under the laws of this state. Sec. 13. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. Sec. 13.5. "Majority in interest" means a majority of the interests in capital and profits of the members of a domestic limited-liability company or of the limited partners of a domestic limited partnership which: 1. In the case of capital, is determined as of the date of the approval of the plan of merger or exchange. 2. In the case of profits, is based on any reasonable estimate of profits for the period beginning on the date of the approval of the plan of merger or exchange and ending on the anticipated date of the termination of the domestic limited partnership or domestic limited-liability company, including any present or future division of profits distributed pursuant to the operating agreement of the domestic limited-liability company or the partnership agreement of the domestic limited partnership. Sec. 14. "Member" means: 1. A person who owns an interest in, and has the right to participate in the management of the business and affairs of a domestic limited-liability company; or 2. A member of a nonprofit corporation which has members. Sec. 15. "Owner" means the holder of an interest described in section 16 of this act. Sec. 16. "Owner's interest" means shares of stock in a corporation, membership in a nonprofit corporation, the interest of a member of a limited-liability company or the partnership interest of a general or limited partner of a limited partnership. Sec. 17. 1. Except as limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may merge into another entity if the plan of merger is approved pursuant to the provisions of this chapter. 2. The plan of merger must set forth: (a) The name, address and place of organization and governing law of each constituent entity; (b) The name, place of organization and governing law and kind of entity or entities that will survive the merger; (c) The terms and conditions of the merger; and (d) The manner and basis of converting the owner's interests of each constituent entity into owner's interests, rights to purchase owner's interests, or other securities of the surviving or other entity or into cash or other property in whole or in part. 3. The plan of merger may set forth: (a) Amendments to the constituent documents of the surviving entity; and (b) Other provisions relating to the merger. 4. The plan of merger must be in writing. Sec. 18. 1. Except as a corporation is limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may acquire all of the outstanding owner's interests of one or more classes or series of another entity if the plan of exchange is approved pursuant to the provisions of this chapter. 2. The plan of exchange must set forth: (a) The name, address and place of organization and governing law of each constituent entity; (b) The name, place of organization and kind of each entity whose entity interests will be acquired by one or more other entities; (c) The terms and conditions of the exchange; and (d) The manner and basis of exchanging the owner's interests to be acquired for owner's interests, rights to purchase owner's interests, or other securities of the acquiring or any other entity or for cash or other property in whole or in part. 3. The plan of exchange may set forth other provisions relating to the exchange. 4. This section does not limit the power of a domestic entity to acquire all or part of the owner's interests or one or more class or series of owner's interests of another person through a voluntary exchange or otherwise. 5. The plan of exchange must be in writing. Sec. 19. An owner that is not personally liable for the debts, liabilities or obligations of the entity pursuant to the laws and constituent documents under which the entity was organized does not become personally liable for the debts, liabilities or obligations of the surviving entity or entities of the merger or exchange unless the owner consents to becoming personally liable by action taken in connection with the plan of merger or exchange. Sec. 20. 1. After adopting a plan of merger or exchange, the board of directors of each domestic corporation that is a constituent entity in the merger, or the board of directors of the domestic corporation whose shares will be acquired in the exchange, must submit the plan of merger, except as otherwise provided in section 21 of this act, or the plan of exchange for approval by its stockholders. 2. For a plan of merger or exchange to be approved: (a) The board of directors must recommend the plan of merger or exchange to the stockholders, unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the stockholders with the plan; and (b) The stockholders entitled to vote must approve the plan. 3. The board of directors may condition its submission of the proposed merger or exchange on any basis. 4. The domestic corporation must notify each stockholder, whether or not he is entitled to vote, of the proposed stockholders' meeting in accordance with NRS 78.370. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or exchange and must contain or be accompanied by a copy or summary of the plan. 5. Unless this chapter, the articles of incorporation, or the board of directors acting pursuant to subsection 3 require a greater vote or a vote by classes of stockholders, the plan of merger or exchange to be authorized must be approved by a majority of the voting power unless stockholders of a class of shares are entitled to vote thereon as a class. If stockholders of a class of shares are so entitled, the plan must be approved by a majority of all votes entitled to be cast on the plan by each class and representing a majority of all votes entitled to be voted. 6. Separate voting by a class of stockholders is required: (a) On a plan of merger if the plan contains a provision that, if contained in the proposed amendment to the articles of incorporation, would entitle particular stockholders to vote as a class on the proposed amendment; and (b) On a plan of exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting class. 7. Unless otherwise provided in the articles of incorporation or the bylaws of the domestic corporation, the plan of merger may be approved by written consent as provided in NRS 78.320. Sec. 21. 1. Action by the stockholders of a surviving domestic corporation on a plan of merger is not required if: (a) The articles of incorporation of the surviving domestic corporation will not differ from its articles before the merger; (b) Each stockholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights immediately after the merger; (c) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issued as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger; and (d) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of participating shares outstanding immediately before the merger. 2. As used in this section: (a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions. (b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors. Sec. 22. Unless otherwise provided in the partnership agreement or the certificate of limited partnership, a plan of merger or exchange involving a domestic limited partnership must be approved by all general partners and by limited partners who own a majority in interest of the partnership then owned by all the limited partners. If the partnership has more than one class of limited partners, the plan of merger must be approved by those limited partners who own a majority in interest of the partnership then owned by the limited partners in each class. Sec. 23. Unless otherwise provided in the articles of organization or an operating agreement, a plan of merger or exchange involving a domestic limited-liability company must be approved by members who own a majority in interest of the company then owned by all of the members. If the company has more than one class of members, the plan of merger must be approved by those members who own a majority in interest of the company then owned by the members in each class. Sec. 24. (Deleted by amendment.) Sec. 25. 1. A plan of merger or exchange involving a domestic nonprofit corporation must be adopted by the board of directors. The plan must also be approved by each public officer or other person whose approval of a plan of merger or exchange is required by the articles of incorporation of the domestic nonprofit corporation. 2. If the domestic nonprofit corporation has members entitled to vote on plans of merger or exchange, the board of directors of the domestic nonprofit corporation must recommend the plan of merger or exchange to the members, unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the members with the plan. 3. The board of directors may condition its submission of the proposed merger or exchange on any basis. 4. The members entitled to vote on a plan of merger or exchange must approve the plan at a meeting of members called for that purpose, by written consent pursuant to NRS 82.276, or by a vote by written ballot pursuant to NRS 82.326. 5. The corporation must notify, in the manner required by NRS 82.336, each nonprofit member of the time and place of the meeting of members at which the plan of merger or exchange will be submitted for a vote. 6. Unless the articles of incorporation of the domestic nonprofit corporation or the board of directors acting pursuant to subsection 3 require a greater vote or a vote by classes of members, the plan of merger or exchange to be authorized must be approved by a majority of a quorum of the members unless a class of members is entitled to vote thereon as a class. If a class of members is so entitled, the plan must be approved by a majority of a quorum of the votes entitled to be cast on the plan by each class. 7. Separate voting by a class of members is required: (a) On a plan of merger if the plan contains a provision that, if contained in the proposed amendment to articles of incorporation, would entitle particular members to vote as a class on the proposed amendment; and (b) On a plan of exchange by each class or series of memberships included in the exchange, with each class or series constituting a separate voting class. Sec. 26. After a merger or exchange is approved, and at any time before the articles of merger or exchange are filed, the planned merger or exchange may be abandoned, subject to any contractual rights, without further action, in accordance with the procedure set forth in the plan of merger or exchange or, if none is set forth, in the case of: 1. A domestic corporation, whether or not for profit, by the board of directors; 2. A domestic limited partnership, unless otherwise provided in the partnership agreement or certificate of limited partnership, by all general partners; and 3. A domestic limited-liability company, unless otherwise provided in the articles of organization or an operating agreement, by members who own a majority in interest of the company then owned by all of the members or, if the company has more than one class of members, by members who own a majority in interest of the company then owned by the members in each class. Sec. 27. 1. A parent domestic corporation, whether or not for profit, parent domestic limited-liability company or parent domestic limited partnership owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation, 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited partnership then owned by both the general and each class of limited partners or 90 percent of the percentage or other interest in the capital and profits of a domestic subsidiary limited-liability company then owned by each class of members may merge the subsidiary into itself without approval of the owners of the owner's interests of the parent domestic corporation, domestic limited-liability company or domestic limited partnership. 2. The board of directors of the parent domestic corporation, the managers of a domestic limited-liability company with managers unless otherwise provided in the operating agreement, all the members of a domestic limited- liability company without managers unless otherwise provided in the operating agreement, or all the general partners of the parent domestic limited partnership shall adopt a plan of merger that sets forth: (a) The names of the parent and subsidiary; (b) The manner and basis of converting the owner's interests of the subsidiary into the owner's interests, obligations or other securities of the parent or any other entity or into cash or other property in whole or in part. 3. The parent shall mail a copy or summary of the plan of merger to each owner of the subsidiary who does not waive the mailing requirement in writing. 4. The parent may not deliver articles of merger to the secretary of state for filing until at least 30 days after the date the parent mailed a copy of the plan of merger to each owner of the subsidiary who did not waive the requirement of mailing. 5. Articles of merger under this section may not contain amendments to the constituent documents of the parent entity. Sec. 28. After a plan of merger or exchange is approved as required by this chapter, the surviving or acquiring entity shall deliver to the secretary of state for filing articles of merger or exchange setting forth: 1. The name and place of organization and governing law of each constituent entity; 2. That a plan of merger or exchange has been adopted by each constituent entity; 3. If approval of the owners of the parent was not required, a statement to that effect; 4. If approval of owners of one or more constituent entities was required a statement that: (a) The plan was approved by the unanimous consent of the owners; or (b) A plan was submitted to the owners pursuant to this chapter including: (1) The designation, percentage of total vote or number of votes entitled to be cast by each class of owner's interests entitled to vote separately on the plan; and (2) Either the total number of votes or percentage of owner's interests cast for and against the plan by the owners of each class of interests entitled to vote separately on the plan or the total number of undisputed votes or undisputed total percentage of owner's interests cast for the plan separately by the owners of each class, and the number of votes or percentage of owner's interests cast for the plan by the owners of each class of interests was sufficient for approval by the owners of that class; 5. In the case of a merger, the amendment to the articles of incorporation, articles of organization or certificate of limited partnership of the surviving entity; and 6. If the entire plan of merger or exchange is not set forth, a statement that the complete executed plan of merger or plan of exchange is on file at the registered office if a corporation or limited-liability company, office described in NRS 88.330 if a limited partnership, principal place of business if a general partnership, or other place of business of the surviving entity or the acquiring entity, respectively. Sec. 28.5. The fee for filing articles of merger or articles of exchange is $125. Sec. 29. If the entire plan of merger or exchange is not set forth, a copy of the plan of merger or exchange must be furnished by the surviving or acquiring entity, on request and without cost, to any owner of any entity which is a party to the merger or exchange. Sec. 30. (Deleted by amendment.) Sec. 31. Articles of merger or exchange must be signed and acknowledged by each domestic constituent entity as follows: 1. By the president and secretary of a domestic corporation, whether or not for profit; 2. By all the general partners of a domestic limited partnership; and 3. By a manager of a domestic limited-liability company with managers or by all the members of a domestic limited- liability company without managers. Sec. 32. If articles of merger or exchange must be filed, a merger or exchange takes effect upon filing the articles of merger or upon a later date as specified in the articles of merger, which must not be more than 90 days after the articles are filed. If no articles of merger need be filed the merger or exchange takes effect as specified in the plan of merger or exchange. Sec. 33. 1. When a merger takes effect: (a) Every other entity that is a constituent entity merges into the surviving entity and the separate existence of every entity except the surviving entity ceases; (b) The title to all real estate and other property owned by each merging constituent entity is vested in the surviving entity without reversion or impairment; (c) The surviving entity has all of the liabilities of each other constituent entity; (d) A proceeding pending against any constituent entity may be continued as if the merger had not occurred or the surviving entity may be substituted in the proceeding for the entity whose existence has ceased; (e) The articles of incorporation, articles of organization or certificate of limited partnership of the surviving entity are amended to the extent provided in the plan of merger; and (f) The owner's interests of each constituent entity that are to be converted into owner's interests, obligations or other securities of the surviving or any other entity or into cash or other property are converted, and the former holders of the owner's interests are entitled only to the rights provided in the articles of merger or any created pursuant to sections 35 to 59, inclusive, of this act. 2. When an exchange takes effect, the owner's interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owner's interests are entitled only to the rights provided in the articles of exchange or any rights created pursuant to sections 35 to 59, inclusive, of this act. Sec. 34. 1. One or more foreign entities may merge or enter into an exchange of owner's interests with one or more domestic entities if: (a) In a merger, the merger is permitted by the law of the jurisdiction under whose law each foreign entity is organized and governed and each foreign entity complies with that law in effecting the merger; (b) In an exchange, the entity whose owner's interests will be acquired is a domestic entity, whether or not an exchange of owner's interests is permitted by the law of the jurisdiction under whose law the acquiring entity is organized; (c) The foreign entity complies with sections 28 to 32, inclusive, of this act if it is the surviving entity in the merger or acquiring entity in the exchange and sets forth in the articles of merger or exchange its address where copies of process may be sent by the secretary of state; and (d) Each domestic entity complies with the applicable provisions of sections 8 to 18, inclusive, of this act and, if it is the surviving entity in the merger or acquiring entity in the exchange, with sections 28 to 32, inclusive, of this act. 2. When the merger or exchange takes effect, the surviving foreign entity in a merger and the acquiring foreign entity in an exchange shall be deemed: (a) To appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting owners of each domestic entity that was a party to the merger or exchange. Service of such process must be made by personally delivering to and leaving with the secretary of state duplicate copies of the process and the payment of a fee of $25 for accepting and transmitting the process. The secretary of state shall forthwith send by registered or certified mail one of the copies to the surviving or acquiring entity at its specified address, unless the surviving or acquiring entity has designated in writing to the secretary of state a different address for that purpose, in which case it must be mailed to the last address so designated. (b) To agree that it will promptly pay to the dissenting owners of each domestic entity that is a party to the merger or exchange the amount, if any, to which they are entitled under or created pursuant to sections 35 to 59, inclusive, of this act. 3. This section does not limit the power of a foreign entity to acquire all or part of the owner's interests of one or more classes or series of a domestic entity through a voluntary exchange or otherwise. Sec. 35. As used in sections 35 to 59, inclusive, of this act, unless the context otherwise requires, the words and terms defined in sections 36 to 42, inclusive, have the meanings ascribed to them in those sections. Sec. 36. "Beneficial stockholder" means a person who is a beneficial owner of shares held in a voting trust or by a nominee as the stockholder of record. Sec. 37. "Corporate action" means the action of a domestic corporation. Sec. 38. "Dissenter" means a stockholder who is entitled to dissent from a domestic corporation's action under section 44 of this act and who exercises that right when and in the manner required by sections 50 to 57, inclusive, of this act. Sec. 39. "Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which he objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. Sec. 40. "Stockholder" means a stockholder of record or a beneficial stockholder of a domestic corporation. Sec. 41. "Stockholder of record" means the person in whose name shares are registered in the records of a domestic corporation or the beneficial owner of shares to the extent of the rights granted by a nominee's certificate on file with the domestic corporation. Sec. 42. "Subject corporation" means the domestic corporation which is the issuer of the shares held by a dissenter before the corporate action creating the dissenter's rights becomes effective or the surviving or acquiring entity of that issuer after the corporate action becomes effective. Sec. 43. Interest payable pursuant to sections 35 to 59, inclusive, of this act must be computed from the effective date of the action until the date of payment, at the average rate currently paid by the entity on its principal bank loans or, if it has no bank loans, at a rate that is fair and equitable under all of the circumstances. Sec. 44. 1. Except as otherwise provided in sections 45 and 46, of this act, a stockholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of any of the following corporate actions: (a) Consummation of a plan of merger to which the domestic corporation is a party: (1) If approval by the stockholders is required for the merger by sections 20 to 25, inclusive, of this act or the articles of incorporation and he is entitled to vote on the merger; or (2) If the domestic corporation is a subsidiary and is merged with its parent under section 27 of this act. (b) Consummation of a plan of exchange to which the domestic corporation is a party as the corporation whose subject owner's interests will be acquired, if he is entitled to vote on the plan. (c) Any corporate action taken pursuant to a vote of the stockholders to the event that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares. 2. A stockholder who is entitled to dissent and obtain payment under sections 35 to 59, inclusive, of this act may not challenge the corporate action creating his entitlement unless the action is unlawful or fraudulent with respect to him or the domestic corporation. Sec. 45. 1. There is no right of dissent with respect to a plan of merger or exchange in favor of stockholders of any class or series which, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting at which the plan of merger or exchange is to be acted on, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held by at least 2,000 stockholders of record, unless: (a) The articles of incorporation of the corporation issuing the shares provide otherwise; or (b) The holders of the class or series are required under the plan of merger or exchange to accept for the shares anything except: (1) Cash, owner's interests or owner's interests and cash in lieu of fractional owner's interests of: (I) The surviving or acquiring entity; or (II) Any other entity which, at the effective date of the plan of merger or exchange, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held of record by a least 2,000 holders of owner's interests of record; or (2) A combination of cash and owner's interests of the kind described in sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph (b). 2. There is no right of dissent for any holders of stock of the surviving domestic corporation if the plan of merger does not require action of the stockholders of the surviving domestic corporation under section 21 of this act. Sec. 46. 1. Except as otherwise provided in subsection 2 and unless otherwise provided in the articles or bylaws, any member of any constituent domestic nonprofit corporation who voted against the merger may, without prior notice, but within 30 days after the effective date of the merger, resign from membership and is thereby excused from all contractual obligations to the constituent or surviving corporations which did not occur before his resignation and is thereby entitled to those rights, if any, which would have existed if there had been no merger and the membership had been terminated or the member had been expelled. 2. Unless otherwise provided in its articles of incorporation or bylaws, no member of a domestic nonprofit corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a domestic nonprofit corporation as a condition of or by reason of the ownership of an interest in real property, may resign and dissent pursuant to subsection 1. Sec. 47. A partnership agreement of a domestic limited partnership or, unless otherwise provided in the partnership agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the partnership interest of a dissenting general or limited partner of a domestic limited partnership are available for any class or group of partnership interests in connection with any merger or exchange in which the domestic limited partnership is a constituent entity. Sec. 48. The articles of organization or operating agreement of a domestic limited-liability company or, unless otherwise provided in the articles of organization or operating agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the interest of a dissenting member are available in connection with any merger or exchange in which the domestic limited-liability company is a constituent entity. Sec. 49. 1. A stockholder of record may assert dissenter's rights as to fewer than all of the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the subject corporation in writing of the name and address of each person on whose behalf he asserts dissenter's rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different stockholders. 2. A beneficial stockholder may assert dissenter's rights as to shares held on his behalf only if: (a) He submits to the subject corporation the written consent of the stockholder of record to the dissent not later than the time the beneficial stockholder asserts dissenter's rights; and (b) He does so with respect to all shares of which he is the beneficial stockholder or over which he has power to direct the vote. Sec. 50. 1. If a proposed corporate action creating dissenters' rights is submitted to a vote at a stockholders' meeting, the notice of the meeting must state that stockholders are or may be entitled to assert dissenters' rights under sections 35 to 59, inclusive, of this act and be accompanied by a copy of those sections. 2. If the corporate action creating dissenters' rights is taken without a vote of the stockholders, the domestic corporation shall notify in writing all stockholders entitled to assert dissenters' rights that the action was taken and send them the dissenter's notice described in section 52 of this act. Sec. 51. 1. If a proposed corporate action creating dissenters' rights is submitted to a vote at a stockholders' meeting, a stockholder who wishes to assert dissenter's rights: (a) Must deliver to the subject corporation, before the vote is taken, written notice of his intent to demand payment for his shares if the proposed action is effectuated; and (b) Must not vote his shares in favor of the proposed action. 2. A stockholder who does not satisfy the requirements of subsection 1 is not entitled to payment for his shares under this chapter. Sec. 52. 1. If a proposed corporate action creating dissenters' rights is authorized at a stockholders' meeting, the subject corporation shall deliver a written dissenter's notice to all stockholders who satisfied the requirements to assert those rights. 2. The dissenter's notice must be sent no later than 10 days after the effectuation of the corporate action, and must: (a) State where the demand for payment must be sent and where and when certificates, if any, for shares must be deposited; (b) Inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received; (c) Supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter's rights certify whether or not he acquired beneficial ownership of the shares before that date; (d) Set a date by which the subject corporation must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered; and (e) Be accompanied by a copy of sections 35 to 59, inclusive, of this act. Sec. 53. 1. A stockholder to whom a dissenter's notice is sent must: (a) Demand payment; (b) Certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenter's notice for this certification; and (c) Deposit his certificates, if any, in accordance with the terms of the notice. 2. The stockholder who demands payment and deposits his certificates, if any, retains all other rights of a stockholder until those rights are canceled or modified by the taking of the proposed corporate action. 3. The stockholder who does not demand payment or deposit his certificates where required, each by the date set forth in the dissenter's notice, is not entitled to payment for his shares under this chapter. Sec. 54. 1. The subject corporation may restrict the transfer of shares not represented by a certificate from the date the demand for their payment is received. 2. The person for whom dissenter's rights are asserted as to shares not represented by a certificate retains all other rights of a stockholder until those rights are canceled or modified by the taking of the proposed corporate action. Sec. 55. 1. Except as otherwise provided in section 56 of this act, within 30 days after receipt of a demand for payment, the subject corporation shall pay each dissenter who complied with section 45 of this act the amount the subject corporation estimates to be the fair value of his shares, plus accrued interest. The obligation of the subject corporation under this subsection may be enforced by the district court: (a) Of the county where the corporation's registered office is located; or (b) At the election of any dissenter residing or having its registered office in this state, of the county where the dissenter resides or has its registered office. The court shall dispose of the complaint promptly. 2. The payment must be accompanied by: (a) The subject corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders' equity for that year and the latest available interim financial statements, if any; (b) A statement of the subject corporation's estimate of the fair value of the shares; (c) An explanation of how the interest was calculated; (d) A statement of the dissenter's rights to demand payment under section 57 of this act; and (e) A copy of sections 35 to 59, inclusive, of this act. Sec. 56. 1. A subject corporation may elect to withhold payment from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenter's notice as the date of the first announcement to the news media or to the stockholders of the terms of the proposed action. 2. To the extent the subject corporation elects to withhold payment, after taking the proposed action, it shall estimate the fair value of the shares, plus accrued interest, and shall offer to pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The subject corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenters' right to demand payment pursuant to section 57 of this act. Sec. 57. 1. A dissenter may notify the subject corporation in writing of his own estimate of the fair value of his shares and the amount of interest due, and demand payment of his estimate, less any payment pursuant to section 55 of this act, or reject the offer pursuant to section 56 of this act and demand payment of the fair value of his shares and interest due, if he believes that the amount paid pursuant to section 55 of this act or offered pursuant to section 56 of this act is less than the fair value of his shares or that the interest due is incorrectly calculated. 2. A dissenter waives his right to demand payment pursuant to this section unless he notifies the subject corporation of his demand in writing within 30 days after the subject corporation made or offered payment for his shares. Sec. 58. 1. If a demand for payment remains unsettled, the subject corporation shall commence a proceeding within 60 days after receiving the demand and petition the court to determine the fair value of the shares and accrued interest. If the subject corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. 2. A subject corporation shall commence the proceeding in the district court of the county where its registered office is located. If the subject corporation is a foreign entity without a resident agent in the state, it shall commence the proceeding in the county where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign entity was located. 3. The subject corporation shall make all dissenters, whether or not residents of Nevada, whose demands remain unsettled, parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. 4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or any amendment thereto. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. 5. Each dissenter who is made a party to the proceeding is entitled to a judgement: (a) For the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the subject corporation; or (b) For the fair value, plus accrued interest, of his after-acquired shares for which the subject corporation elected to withhold payment pursuant to section 56 of this act. Sec. 59. 1. The court in a proceeding to determine fair value shall determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court. The court shall assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment. 2. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable: (a) Against the subject corporation and in favor of all dissenters if the court finds the subject corporation did not substantially comply with the requirements of sections 35 to 59, inclusive, of this act; or (b) Against either the subject corporation or a dissenter in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by sections 35 to 59, inclusive, of this act. 3. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the subject corporation, the court may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited. 4. In a proceeding commenced pursuant to section 47 of this act, the court may assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters who are parties to the proceeding, in amounts the court finds equitable, to the extent the court finds that such parties did not act in good faith in instituting the proceeding. 5. This section does not preclude any party in a proceeding commenced pursuant to section 55 or 58 of this act from applying the provisions of N.R.C.P. 68 or NRS 17.115. Sec. 60. Chapter 78 of NRS is hereby amended by adding thereto a new section to read as follows:\ 1. If the voting powers, designations, preferences, limitations, restrictions and relative rights of any class or series of stock have been established by a resolution of the board of directors pursuant to a provision in the articles of incorporation, a certificate of designation must be filed with the secretary of state setting forth the resolution. The certificate of designation must be executed by the president or vice president and secretary or assistant secretary and acknowledged by the president or vice president before a person authorized by the laws of Nevada to take acknowledgments of deeds. The certificate of designation so executed and acknowledged must be filed before the issuance of any shares of the class or series. 2. Unless otherwise provided in the articles of incorporation or the certificate of designation being amended, if no shares of a class or series of stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors pursuant to a certificate of amendment filed in the manner provided in subsection 4. 3. Unless otherwise provided in the articles of incorporation or the certificate of designation, if shares of a class or series of stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series, and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors only if the amendment is approved as provided in this subsection. Unless otherwise provided in the articles of incorporation or the certificate of designation, the proposed amendment adopted by the board of directors must be approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation, of: (a) The class or series of stock being amended; and (b) Each class and each series of stock which, before amendment, is senior to the class or series being amended as to the payment of distributions upon dissolution of the corporation, regardless of any limitations or restrictions on the voting power of that class or series. 4. A certificate of amendment to a certificate of designation must be filed with the secretary of state and must: (a) Set forth the original designation and the new designation, if the designation of the class or series is being amended; (b) State that no shares of the class or series have been issued or state that the approval of the stockholders required pursuant to subsection 3 has been obtained; and (c) Set forth the amendment to the class or series or set forth the designation of the class or series, the number of the class or series, and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series, as amended. The certificate of amendment must be executed by the president or vice president and secretary or assistant secretary and acknowledged by the president or vice president before a person authorized by the laws of Nevada to take acknowledgments of deeds. NRS 78.380, 78.385 and 78.390 do not apply to certificates of amendment filed pursuant to this section.\\ Sec. 61. NRS 78.010 is hereby amended to read as follows: 78.010 1. As used in this chapter: (a) "Approval" and "vote" when used in the context of an action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent. (b) "Articles," "articles of incorporation" and "certificate of incorporation" are synonymous terms and unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.195, 78.207, 78.380, 78.385, 78.390, and any articles of merger or exchange filed pursuant to [NRS 78.451 to 78.466 inclusive.] \sections 28 to 32, inclusive, of this act.\\ Unless the context otherwise requires, these terms include restated articles and certificates of incorporation. (c) "Directors" and "trustees" are synonymous terms. (d) ["Registered office" means the office maintained at the street address of the resident agent of a corporation. (e)] "Receiver" includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS. [(f)] \(e) "Registered office" means the office maintained at the street address of the resident agent. (f) "Resident agent" means the agent appointed by the corporation upon whom process or a notice or demand authorized by law to be served upon the corporation may be served. (g) \\"Stockholder of record" means a person whose name appears on the stock ledger of the corporation. 2. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter. Sec. 62. NRS 78.015 is hereby amended to read as follows: 78.015 1. The provisions of this chapter apply to: (a) [Except where the provisions of chapters 80, 81, 82, 84 and 89 of NRS are inconsistent with the provisions of this chapter, and except for corporations which are expressly excluded by the provisions of this chapter, corporations] \Corporations\\ organized in this state on or after October 1, 1991 [.] \, except: (1) Where the provisions of chapters 80, 84 and 89 of NRS are inconsistent with the provisions of this chapter; (2) Corporations expressly excluded by the provisions of this chapter; and (3) Corporations governed by the provisions of NRS 81.170 to 81.540, inclusive, and chapter 82 of NRS.\\ (b) Corporations whose charters are renewed or revived in the manner provided in NRS 78.730. (c) Corporations organized and still existing under this chapter before October 1, 1991, or any prior act or any amendment thereto. (d) Close corporations, unless otherwise provided in chapter 78A of NRS. (e) All insurance companies, mutual fire insurance companies, surety companies, express companies, railroad companies, and public utility companies now existing and formed before October 1, 1991, under any other act or law of this state, subject to any special provisions concerning any class of corporations inconsistent with the provisions of this chapter, in which case the special provisions continue to apply. 2. Neither the existence of corporations formed or existing before April 1, 1925, nor any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on April 1, 1925, are affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, nor by the amendment or repeal of any laws under which such prior existing corporations were formed or created. Sec. 63. NRS 78.030 is hereby amended to read as follows: 78.030 1. One or more [natural] persons may [associate to] establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by: (a) Executing, acknowledging and filing in the office of the secretary of state articles of incorporation; and (b) Filing a certificate of acceptance of appointment, executed by the resident agent of the corporation, in the office of the secretary of state. 2. The articles of incorporation [,] must be as provided in NRS 78.035, and the secretary of state shall require [it] \them\\ to be in the form prescribed. If any articles are defective in this respect, the secretary of state shall return them for correction. Sec. 64. NRS 78.035 is hereby amended to read as follows: 78.035 The articles of incorporation must set forth: 1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as "Incorporated," "Limited," "Inc.," "Ltd.," "Company," "Co.," "Corporation," "Corp.," or other word which identifies it as not being a natural person. 2. The name of the [natural person or corporation] \person\\ designated as the corporation's resident agent, the street address of the resident agent where process may be served upon the corporation, and the mailing address of the resident agent if different from the street address. 3. The number of shares the corporation is authorized to issue and, if more than one class or series of stock is authorized, the classes, the series and the number of shares of each class or series which the corporation is authorized to issue, unless the articles authorize the board of directors to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78.195 and 78.196. 4. Whether the members of the governing board are styled as directors or trustees of the corporation, and the number, names and post office box or street addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors as provided in NRS 78.115. 5. The name and post office box or street address, either residence or business of each of the incorporators executing the articles of incorporation. Sec. 65. NRS 78.090 is hereby amended to read as follows: 78.090 1. Except during any period of vacancy described in NRS 78.097, every corporation must have a resident agent [, who may be either a natural person or a corporation, resident or] \who resides or is\\ located in this state. Every resident agent must have a street address for the service of process, and may have a separate mailing address such as a post office box, which may be different from the street address. The street address of the resident agent is the registered office of the corporation in this state. 2. [The] \If the\\ resident agent [may be any bank or banking corporation, or other corporation, foreign or domestic, located and doing business in this state, and the] \is a\\ bank or corporation [acting as resident agent] \, it\\ may: (a) Act as the fiscal or transfer agent of any state, municipality, body politic or corporation and in that capacity may receive and disburse money. (b) Transfer, register and countersign certificates of stock, bonds or other evidences of indebtedness and act as agent of any corporation, foreign or domestic, for any purpose required by statute, or otherwise. (c) Act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and accept and execute any other municipal or corporate trust not inconsistent with the laws of this state. (d) Receive and manage any sinking fund of any corporation, upon such terms as may be agreed upon between the corporation and those dealing with it. 3. Every corporation organized pursuant to this chapter [that] \which\\ fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the state, before any court of competent jurisdiction, by action at law prosecuted by the attorney general or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted. 4. All legal process and any demand or notice authorized by law to be served upon a corporation may be served upon the resident agent of the corporation in the manner provided in subsection 2 of NRS 14.020. If any demand, notice or legal process, other than a summons and complaint, cannot be served upon the resident agent, it may be served in the manner provided in NRS 14.030. These manners and modes of service are in addition to any other service authorized by law. Sec. 66. NRS 78.110 is hereby amended to read as follows: 78.110 [Whenever any] \If a\\ corporation created pursuant to this chapter desires to change the location within this state of its registered office, or change its resident agent, or both, the change may be effected by filing with the secretary of state a certificate of change [that] \signed by an officer of the corporation which\\ sets forth: 1. The name of the corporation; 2. That the change authorized by this section is effective upon the filing of the certificate of change; 3. The street address of its present registered office; 4. If the present registered office is to be changed, the street address of the new registered office; 5. The name of its present resident agent; and 6. If the present resident agent is to be changed, the name of the new resident agent. [The] \A\\ new resident agent's certificate of acceptance must be a part of or attached to the certificate of change. [The certificate of change must be signed by two officers, one of whom must be either the president or the secretary of the corporation, and acknowledged before a person authorized by the laws of the state to take acknowledgments of deeds.] Sec. 67. NRS 78.150 is hereby amended to read as follows: 78.150 1. Each corporation organized under the laws of this state shall, within 60 days after the filing of its articles of incorporation with the secretary of state, and annually thereafter on or before the last day of the month in which the anniversary date of \its\\ incorporation occurs in each year, file with the secretary of state a list of its president, secretary and treasurer and all of its directors and a designation of its resident agent in this state, [certified] \signed\\ by an officer of the corporation. 2. Upon filing the list of officers and directors and designation of resident agent, the corporation shall pay to the secretary of state a fee of $85. 3. The secretary of state shall, 60 days before the last day for filing the annual list required by subsection 1, cause to be mailed to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185, inclusive, and which has not become delinquent, the blank forms to be completed and filed with [the secretary of state.] \him.\\ Failure of any corporation to receive the forms does not excuse it from the penalty imposed by law. 4. An annual list for a corporation not in default which is received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year. Sec. 68. NRS 78.195 is hereby amended to read as follows: 78.195 1. If a corporation desires to have more than one class or series of stock, the articles of incorporation must prescribe, or vest authority in the board of directors to prescribe, the classes, series and the number of each class or series of stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of stock. If more than one class or series of stock is authorized, the articles of incorporation or the resolution of the board of directors passed pursuant to a provision of the articles must prescribe a distinguishing designation for each class and series. The voting powers, designations, preferences, limitations, restrictions, relative rights and distinguishing designation of each class or series of stock must be described in the articles of incorporation or the resolution of the board of directors before the issuance of shares of that class or series. 2. All shares of a series must have voting powers, designations, preferences, limitations, restrictions and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class. 3. Unless otherwise provided in the articles of incorporation, no stock issued as fully paid up may ever be assessed and the articles of incorporation must not be amended in this particular. 4. Any rate, condition or time for payment of distributions on any class or series of stock may be made dependent upon any fact or event which may be ascertained outside the articles of incorporation or the resolution providing for the distributions adopted by the board of directors if the manner in which a fact or event may operate upon the rate, condition or time of payment for the distributions is stated in the articles of incorporation or the resolution. 5. If the corporation is authorized to issue more than one class of stock or more than one series of any class, the voting powers, designations, preferences, limitations, restrictions and relative rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights must be set forth in full or summarized on the face or back of each certificate which the corporation issues to represent the stock, or on the informational statement sent pursuant to NRS 78.235, except that, in lieu thereof, the certificate or informational statement may contain a statement setting forth the office or agency of the corporation from which a stockholder may obtain a copy of a statement setting forth in full or summarizing the voting powers, designations, preferences, limitations, restrictions and relative rights of the various classes of stock or series thereof. The corporation shall furnish to its stockholders, upon request and without charge, a copy of any such statement or summary. 6. [When stock of any class or series is issued by a resolution of the board of directors pursuant to a provision of the articles of incorporation permitting the issuance, if the voting powers, designations, preferences, limitations, restrictions and relative rights of the stock have not been set forth in the articles of incorporation, they must be set forth in a certificate signed by the corporation's president, or a vice president, and its secretary, or an assistant secretary, and acknowledged by the president or vice president before a person authorized by the laws of Nevada to take acknowledgments of deeds. The certificate must be filed before the issuance of the shares. 7.] The provisions of this section do not restrict the directors of a corporation from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or executing plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Sec. 69. NRS 78.207 is hereby amended to read as follows: 78.207 1. Unless otherwise provided in the articles of incorporation, a corporation organized and existing under the laws of this state that desires to change the number of shares of a class and series, if any, of its authorized stock by increasing or decreasing the number of authorized shares of the class and series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class and series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsection 2, do so by a resolution adopted by the board of directors, without obtaining the approval of the stockholders. The resolution may also provide for a change of the par value, if any, of the same class and series of the shares increased or decreased. After the effective date and time of the change, the corporation may issue its stock in accordance therewith. 2. A proposal to increase or decrease the number of authorized shares of any class and series, if any, that includes provisions pursuant to which only money will be paid or scrip will be issued to stockholders who: (a) Before the increase or decrease in the number of shares becomes effective, in the aggregate hold 10 percent or more of the outstanding shares of the affected class and series; and (b) Would otherwise be entitled to receive fractions of shares in exchange for the cancellation of all of their outstanding shares, must be approved by the vote of stockholders holding a majority of the voting power of the affected class and series, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power thereof. 3. Any proposal to increase or decrease the number of authorized shares of any class and series, if any, that includes provisions pursuant to which only money will be paid or scrip will be issued to stockholders who: (a) Before the increase or decrease in the number of shares becomes effective, hold 1 percent or more of the outstanding shares of the affected class and series; and (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all of their outstanding shares, is subject to the provisions of [NRS 78.471 to 78.502, inclusive.] \sections 35 to 59, inclusive, of this act.\\ If the proposal is subject to those provisions, any stockholder who is obligated to accept money or scrip rather than receive a fraction of a share resulting from the action taken pursuant to this section may dissent in accordance with those provisions and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled. 4. A change pursuant to this section [must not be] \is not\\ effective until after the filing in the office of the secretary of state of a certificate, signed by the corporation's president, or a vice president, and its secretary, or an assistant secretary, and acknowledged by the president or vice president before a person authorized by the laws of this state to take acknowledgments of deeds, setting forth: (a) The current number of authorized shares and the par value, if any, of each class and series, if any, of shares before the change; (b) The number of authorized shares and the par value, if any, of each class and series, if any, of shares after the change; (c) The number of shares of each affected class and series, if any, to be issued after the change in exchange for each issued share of the same class or series; (d) The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby; (e) That, if required, the approval of the affected stockholders has been obtained; and (f) Whether the change is effective on filing the certificate or, if not, the date and time at which the change will be effective, which must not be more than 90 days after the certificate is filed. The provisions in the articles of incorporation of the corporation regarding the authorized number and par value, if any, of the changed class and series, if any, of shares shall be deemed amended as provided in the certificate at the effective date and time of the change. 5. Unless an increase or decrease of the number of authorized shares pursuant to this section is accomplished by an action that otherwise requires an amendment to the corporation's articles of incorporation, such an amendment is not required by this section. Sec. 70. NRS 78.3783 is hereby amended to read as follows: 78.3783 1. Except as \otherwise\\ provided in subsection 2, "acquisition" means the direct or indirect acquisition of a controlling interest. 2. "Acquisition" does not include any acquisition of shares in good faith, and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive: (a) By an acquiring person authorized pursuant to NRS 78.378 to 78.3793, inclusive, to exercise voting rights, to the extent that the new acquisition does not result in the acquiring person obtaining a controlling interest greater than that previously authorized; or (b) Pursuant to: (1) The laws of descent and distribution; (2) The enforcement of a judgment; (3) The satisfaction of a pledge or other security interest; or (4) A merger or reorganization effected in compliance with the provisions of NRS [78.451 to 78.466, inclusive, or 78.622,] \78.622 or sections 28 to 32, inclusive, of this act,\\ to which the issuing corporation is a party. Sec. 71. NRS 78.403 is hereby amended to read as follows: 78.403 1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with the secretary of state a certificate entitled "Restated Articles of Incorporation of ................," which must set forth the articles as amended to the date of the certificate. If the certificate alters or amends the articles in any manner, it must comply with the provisions of this chapter governing such amendments and must be accompanied by: (a) A resolution; or (b) A form prescribed by the secretary of state, setting forth which provisions of the articles of incorporation on file with the secretary of state are being altered or amended. 2. If the certificate does not alter or amend the articles, it must be signed by the president or vice president and the secretary or assistant secretary of the corporation and must be verified by their signed affidavits that they have been authorized to execute the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles of incorporation as amended to the date of the certificate. 3. The \names,\\ signatures and acknowledgments of the incorporators may be omitted from the restated articles [.] \and the names and addresses of the present directors must be included instead of the names and addresses of the original directors.\\ 4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed subsequent to the restated articles and certified copies of all certificates supplementary to the original articles. Sec. 72. NRS 78.730 is hereby amended to read as follows: 78.730 1. Any corporation which did exist or is existing under the laws of this state may, upon complying with the provisions of NRS 78.180, procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or existing charter, by filing: (a) A certificate with the secretary of state, which must set forth: (1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired. (2) The name of the [natural person or corporation] \person\\ designated as the resident agent of the [filing] corporation, his street address for the service of process, and his mailing address if different from his street address. (3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue. (5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter. (b) A list of its president, secretary and treasurer and all of its directors and their post office box or street addresses, either residence or business. 2. A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by its president or vice president and secretary or assistant secretary, verified by those officers before any person authorized by the laws of this state to administer oaths or affirmations. The certificate must be approved by a majority of the voting power of the shares. 3. A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by a person or persons designated or appointed by the stockholders of the corporation and verified by the signer or signers before any person authorized to administer oaths or affirmations. The execution and filing of the certificate must be approved by the written consent of all the stockholders of the corporation and must contain a recital that unanimous consent was secured. The corporation shall pay to the secretary of state the fee required to establish a new corporation pursuant to the provisions of this chapter. 4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the secretary of state, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation therein named. Sec. 73. NRS 78.765 is hereby amended to read as follows: 78.765 1. The fee for filing a certificate changing the number of authorized shares pursuant to NRS 78.207 or a certificate of amendment to articles of incorporation that increases the corporation's authorized stock is the difference between the fee computed at the rates specified in NRS 78.760 upon the total authorized stock of the corporation, including the proposed increase, and the fee computed at the rates specified in NRS 78.760 upon the total authorized capital, excluding the proposed increase. In no case may the amount be less than $75. 2. The fee for filing a certificate pursuant to NRS 78.195 \or an amended certificate pursuant to section 60 of this act\\ is $75. Sec. 74. Chapter 80 of NRS is hereby amended by adding thereto a new section to read as follows:\ A foreign corporation organized to render a professional service may not render that service in this state unless the person rendering it is licensed to do so by the appropriate regulating board of this state.\\ Sec. 75. NRS 80.010 is hereby amended to read as follows: 80.010 1. Before commencing or doing any business in this state, every corporation organized pursuant to the laws of another state, territory, the District of Columbia, a dependency of the United States or a foreign country, that enters this state to do business must: (a) File in the office of the secretary of state of Nevada: (1) A certificate of corporate existence issued not more than 90 days before the date of filing by an authorized officer of the jurisdiction of its incorporation setting forth the filing of documents and instruments related to the articles of incorporation, or the governmental acts or other instrument or authority by which the corporation was created. If the certificate is in a language other than English, a translation, together with the oath of the translator and his attestation of its accuracy, must be attached to the certificate. (2) A certificate of acceptance of appointment executed by its resident agent, who must be a [natural person residing in this state, or another corporation which has a registered office located in this state.] \resident or located in this state.\\ The certificate must set forth the name of the resident agent, his street address for the service of process, and his mailing address if different from his street address. The street address of the resident agent is the registered office of the corporation in this state. (3) A statement executed by an officer of the corporation, acknowledged before a person authorized by the laws of the place where the acknowledgment is taken to take acknowledgments of deeds, setting forth: (I) A general description of the purposes of the corporation; and (II) The authorized stock of the corporation and the number and par value of shares having par value and the number of shares having no par value. (b) Lodge in the office of the secretary of state a copy of the document most recently filed by the corporation in the jurisdiction of its incorporation setting forth the authorized stock of the corporation, the number of par value shares and their par value, and the number of no-par-value shares. 2. The secretary of state shall not file the documents required by subsection 1 for any foreign corporation whose name is the same as, or deceptively similar to the name of a corporation, limited partnership or limited-liability company existing under the laws of this state or a foreign corporation, foreign limited partnership or foreign limited- liability company authorized to transact business in this state or a name to which the exclusive right is at the time reserved in the manner provided under the laws of this state, unless the written acknowledged consent of the holder of the registered or reserved name to use the same name or the requested similar name accompanies the articles of incorporation. 3. The secretary of state shall not accept for filing the documents required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words "engineer," "engineered," "engineering," "professional engineer" or "licensed engineer" unless the state board of professional engineers and land surveyors certifies that: (a) The principals of the corporation are registered to practice engineering or are registered to practice engineering and architecture, except landscape architecture, pursuant to the laws of this state; or (b) The corporation is exempt from the prohibitions of NRS 625.520. Sec. 76. NRS 80.110 is hereby amended to read as follows: 80.110 1. Each foreign corporation doing business in this state shall, within 60 days after the filing of its certificate of corporate existence with the secretary of state, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this state occurs in each year, file with the secretary of state a list of its president, secretary and treasurer or their equivalent, and all of its directors and a designation of its resident agent in this state, [certified] \signed\\ by an officer of the corporation. 2. Upon filing the list and designation, the corporation shall pay to the secretary of state a fee of $85. 3. The secretary of state shall, 60 days before the last day for filing the annual list required by subsection 1, cause to be mailed to each corporation required to comply with the provisions of NRS 80.110 to 80.170, inclusive, [and] which has not become delinquent, the blank forms to be completed and filed with [the secretary of state.] \him.\\ Failure of any corporation to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 80.110 to 80.170, inclusive. 4. An annual list for a corporation not in default which is received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year. Sec. 77. NRS 81.040 is hereby amended to read as follows: 81.040 Each corporation formed under NRS 81.010 to 81.160, inclusive, must prepare and file articles of incorporation in writing, setting forth: 1. The name of the corporation. 2. The purpose for which it is formed. 3. The name of the [natural person or corporation] \person\\ designated as the resident agent, the street address for the service of process, and the mailing address if different from the street address. 4. The term for which it is to exist, which may be perpetual. 5. If formed with stock, the amount of its stock and the number and par value, if any, and the shares into which it is divided, and the amount of common and of preferred stock that may be issued with the preferences, privileges, voting rights, restrictions and qualifications pertaining thereto. 6. The names and addresses of those selected to act as directors, not less than three, for the first year or until their successors have been elected and have accepted office. 7. Whether the property rights and interest of each member are equal or unequal, and if unequal the articles must set forth a general rule applicable to all members by which the property rights and interests of each member may be determined, but the corporation may admit new members who may vote and share in the property of the corporation with the old members, in accordance with the general rule. 8. The name and post office box or street address, either residence or business, of each of the incorporators executing the articles of incorporation. Sec. 78. NRS 81.200 is hereby amended to read as follows: 81.200 1. Every association formed under NRS 81.170 to 81.270, inclusive, shall prepare articles of association in writing, setting forth: (a) The name of the association. (b) The purpose for which it is formed. (c) The name of the [natural person or corporation] \person\\ designated as the resident agent, the street address for service of process, and the mailing address if different from the street address. (d) The term for which it is to exist, which may be perpetual. (e) The number of the directors thereof, and the names and residences of those selected for the first year. (f) The amount which each member is to pay upon admission as a fee for membership, and that each member signing the articles has actually paid the fee. (g) That the interest and right of each member therein is to be equal. (h) The name and post office box or street address, either residence or business, of each of the persons executing the articles of association. 2. The articles of association must be subscribed by the original associates or members, and acknowledged by each before some person competent to take an acknowledgment of a deed in this state. 3. The articles so subscribed and acknowledged must be filed, together with a certificate of acceptance of appointment executed by the resident agent for the association, in the office of the secretary of state, who shall furnish a certified copy thereof. From the time of the filing in the office of the secretary of state, the association may exercise all the powers for which it was formed. Sec. 79. NRS 81.440 is hereby amended to read as follows: 81.440 Each corporation formed under NRS 81.410 to 81.540, inclusive, shall prepare and file articles of incorporation in writing, setting forth: 1. The name of the corporation. 2. The purpose for which it is formed. 3. The name of the [natural person or corporation] \person\\ designated as the resident agent, the street address for service of process, and the mailing address if different from the street address. 4. The term for which it is to exist, which may be perpetual. 5. The number of directors thereof, which must be not less than three and which may be any number in excess thereof, and the names and residences of those selected for the first year and until their successors have been elected and have accepted office. 6. Whether the voting power and the property rights and interest of each member are equal or unequal, and if unequal the articles must set forth a general rule applicable to all members by which the voting power and the property rights and interests of each member may be determined, but the corporation may admit new members who may vote and share in the property of the corporation with the old members, in accordance with the general rule. 7. The name and post office box or street address, either residence or business, of each of the incorporators executing the articles of incorporation. Sec. 80. NRS 82.011 is hereby amended to read as follows: 82.011 "Articles of incorporation" and "articles" are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 82.081, 82.346, 82.356 and 82.371 and any agreement of merger filed pursuant to [NRS 82.376 to 82.411, inclusive.] \sections 2 to 34, inclusive, of this act.\\ Sec. 81. NRS 82.041 is hereby amended to read as follows: 82.041 "Registered office" of a corporation means the office maintained at the street address of its [registered] \resident\\ agent. Sec. 82. NRS 82.086 is hereby amended to read as follows: 82.086 The articles of incorporation must set forth: 1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as "Incorporated," "Inc.," "Limited," "Ltd.," "Company," "Co.," "Corporation," "Corp.," or other word which identifies it as not being a natural person. 2. The name of the [natural person or corporation] \person\\ designated as the corporation's resident agent, [the resident agent's] \his\\ street address where [it] \he\\ maintains an office for service of process, and [the resident agent's] \his\\ mailing address if different from the street address. 3. That the corporation is a nonprofit corporation. 4. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on by the corporation. It is sufficient to state, either alone or with other purposes, that the corporation may engage in any lawful activity, subject to expressed limitations, if any. Such a statement makes all lawful activities within the objects or purposes of the corporation. 5. Whether the members of the governing board are styled directors or trustees of the corporation, and the number, names and post office box or street addresses, residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors. 6. The names and post office box or street address, residence or business, of each of the incorporators signing the articles of incorporation. Sec. 83. NRS 82.146 is hereby amended to read as follows: 82.146 1. Each corporation shall, within 60 days after the filing of its articles of incorporation with the secretary of state, and annually thereafter on or before the last day of the month in which the anniversary date of \its\\ incorporation occurs in each year, file with the secretary of state a list of its president, secretary and treasurer and all of its directors and a designation of its resident agent in this state, [certified] \signed\\ by an officer of the corporation. 2. Upon filing the list of officers and directors and designation of resident agent, the corporation shall pay to the secretary of state a fee of $15. Sec. 84. Chapter 86 of NRS is hereby amended by adding thereto the provisions set forth as sections 84.5 to 89, inclusive, of this act. Sec. 84.5. \"Majority in interest" means a majority of the interests in capital and profits of the members of a limited-liability company which: 1. In the case of capital, is determined as of the date of the dissolution event. 2. In the case of profits, is based on any reasonable estimate of profits for the period beginning on the date of the dissolution event or the date the members consider any proposed transfer or assignment of the interest of a member of the company and ending on the anticipated date of the dissolution of the company, including any present or future division of profits distributed pursuant to the operating agreement of the company in effect on the date the members consider the proposed transfer or assignment or the date of the dissolution event.\\ Sec. 85. \"Resident agent" means the agent appointed by the company upon whom process or a notice or demand authorized by law to be served upon the company may be served.\\ Sec. 86. \An operating agreement may be adopted for a limited-liability company, but only by the unanimous vote or unanimous written consent of the members. Unless otherwise provided in the operating agreement, amendments may only be adopted by the unanimous vote or written consent of the persons who are members at the time of amendment.\\ Sec. 87. \If a limited-liability company created pursuant to this chapter desires to change the location within this state of its registered office, or change its resident agent, or both, the change may be effected by filing with the secretary of state a certificate of change which sets forth: 1. The name of the company; 2. That the change authorized by this section is effective upon the filing of the certificate of change; 3. The street address of its present registered office; 4. If the present registered office is to be changed, the street address of the new registered office; 5. The name of its present resident agent; and 6. If the present resident agent is to be changed, the name of the new resident agent. A new resident agent's certificate of acceptance must be a part of or attached to the certificate of change. The certificate of change must be signed by a manager or, if none, a member of the company. \\Sec. 88. \1. Unless otherwise provided in the operating agreement, a member, regardless of the nature of his contributions, has no right to demand or receive any distribution from a limited-liability company in any form other than cash. 2. Except as otherwise provided in NRS 86.391 and 86.521, and unless otherwise provided in the operating agreement, at the time a member becomes entitled to receive a distribution he has the status of and is entitled to all remedies available to a creditor of the limited-liability company with respect to the distribution.\\ Sec. 89. \The dissolution of a limited- liability company does not impair any remedy or cause of action available to or against it or its managers or members arising before its dissolution and commenced within 2 years after the date of the dissolution. It continues as a company for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or nature by or against it and of enabling it gradually to settle and close its business, to collect and discharge its obligations, to dispose of and convey its property, and to distribute its assets, but not for the purpose of continuing the business for which it was established.\\ Sec. 89.5. NRS 86.011 is hereby amended to read as follows: 86.011 As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.021 to 86.121, inclusive, \and sections 84.5 and 85 of this act,\\ have the meanings ascribed to them in those sections. Sec. 90. NRS 86.121 is hereby amended to read as follows: 86.121 "Registered office" of a limited-liability company means the office maintained at the street address of its \resident\\ agent \.\\ [for service of process.] Sec. 91. NRS 86.151 is hereby amended to read as follows: 86.151 [Two] \ 1. One\\ or more persons may form a limited-liability company by: [1.] \(a)\\ Executing, acknowledging and filing in the office of the secretary of state articles of organization for the company; and [2.] \(b)\\ Filing a certificate of acceptance of appointment, executed by the \resident\\ agent [for service of process] of the [limited-liability] company, in the office of the secretary of state [.] \, but the articles must list one or more managers or, if there are no managers, two or more members. 2. Upon the filing of the articles of organization and the certificate of acceptance, and the payment of the filing fees, the secretary of state shall issue to the company a certificate that the articles, containing the required statement of facts, have been filed. 3. A signer of the articles of organization or a manager designated in the articles does not thereby become a member of the company. At all times after commencement of business by the company, the company must have two or more members. The filing of the articles does not, by itself, constitute commencement of business by the company.\\ Sec. 92. NRS 86.161 is hereby amended to read as follows: 86.161 1. The articles of organization must set forth: (a) The name of the limited-liability company; (b) The [period of its duration, which may not exceed 30 years from the date of filing with the secretary of state; (c) The purposes for] \latest date upon\\ which the company is [organized; (d) The address of the office where its records will be maintained as required by NRS 86.241, the] \to dissolve; (c) The\\ name and street address of the \resident\\ agent \,\\ [for service of process,] and the mailing address of the \resident\\ agent [for service of process] if different from the street address; [(e) The right, if given, of the members to admit additional members, and the terms and conditions of the admission; (f)] \(d)\\ The right, if given, of the remaining members of the company to continue the business on the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or occurrence of any other event which terminates the continued membership of a member in the company; and [(g) Any] \(e) The name and post office or street address, either residence or business, of each of the organizers executing the articles. 2. The articles may set forth any\\ other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company. [2.] \3.\\ If the company is to be managed by a manager or managers, the articles of organization must so state and must set out the names and post office box or street addresses, either residence or business, of the manager or managers who are to serve until the first annual meeting of members or until their successors are elected and qualify. If the management of a limited-liability company is reserved to the members, the names and post office box or street addresses \,\\ either residence or business, of the members must be set out in the articles of organization, and the rights, if any, of the members to contract debts on behalf of the limited-liability company. [3.] \4.\\ It is not necessary to set out in the articles of organization any of the powers enumerated in this chapter. Sec. 93. NRS 86.171 is hereby amended to read as follows: 86.171 1. The name of a limited-liability company formed under the provisions of this chapter must contain the words "Limited-Liability Company," "Limited Company," or "Limited" or the abbreviations "Ltd.," "L.L.C.," "L.C.," "LLC" or "LC." The word "Company" may be abbreviated as "Co." 2. The name of the [limited-liability] company may not [: (a) Contain a word or phrase which indicates or implies that it is organized for a purpose other than one or more of the purposes contained in its articles of organization; and (b) Be] \be\\ the same as, or deceptively similar to the name of a limited-liability company, limited partnership or corporation existing under the laws of this state or a foreign limited-liability company, foreign limited partnership or foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved in the manner provided under the laws of this state, unless the written acknowledged consent of the holder of the registered or reserved name to use the same name or the requested similar name accompanies the articles of organization. Sec. 94. NRS 86.201 is hereby amended to read as follows: 86.201 1. Upon filing the articles of organization and the certificate of acceptance of the \resident\\ agent \,\\ [for service of process,] and the payment of filing fees, the limited-liability company is considered [organized, and the filed articles of organization are rebuttable evidence that all conditions precedent required to be performed by the members have been complied with and that the limited-liability company has been] legally organized pursuant to this chapter. 2. A limited-liability company must not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the secretary of state has filed the articles of organization and the certificate of acceptance. Sec. 95. NRS 86.221 is hereby amended to read as follows: 86.221 1. The articles of organization of a limited- liability company must be amended when: (a) There is a change in the name of the company; (b) [There is a false or erroneous statement in the articles of organization; (c)] There is a change in the time as stated in the articles of organization for the dissolution of the company; \or\\ [(d)] \(c)\\ A time is fixed for the dissolution of the company if no time is specified in the articles of organization \.\\ [; (e) A new or substituted member is admitted; or (f) The members desire to make a change in any other statement in the articles of organization to represent accurately the agreement between them. 2. A certificate of amendment must set]\ 2. The articles may be amended for any other purpose, not inconsistent with law, as determined by all of the members or permitted by the articles or an operating agreement. 3. An amendment must be made in the form of a certificate setting\\ forth: (a) The name of the limited-liability company; (b) The date of filing of the articles of organization; and (c) The amendment to the articles of organization. [3. The]\ 4. The certificate of\\ amendment must be signed and acknowledged by [all members and an amendment adding a new member must also be signed and acknowledged by the member to be added.] \a manager of the company, or if there is no manager, then by a member.\\ Sec. 96. NRS 86.226 is hereby amended to read as follows: 86.226 1. [Signed] \A signed\\ and acknowledged [duplicate originals of any certificates] \certificate\\ of amendment, or [two certified copies of any] \a certified copy of a\\ judicial decree of amendment, must be [delivered to] \filed with\\ the secretary of state. A person who executes a certificate as an agent, officer or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that [any] \a\\ certificate does not conform to law, upon receipt of all filing fees required by law he shall [: (a) Endorse on each duplicate original the word "Filed" and the day, month and year of the filing thereof; (b) File one duplicate original in his office; and (c) Return the other duplicate original or copy to the person who filed it or that person's representative.] \file the certificate.\\ 2. Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the secretary of state, the articles of organization are amended as set forth therein. Sec. 97. NRS 86.231 is hereby amended to read as follows: 86.231 1. Except during any period of vacancy described in NRS 86.251, a limited-liability company shall have [an agent for service of process who may be either a natural person, a domestic corporation or a foreign corporation authorized to do business in this state. Every agent for service of process] \a resident agent who\\ must have a street address for the service of process. The street address of the \resident\\ agent [for service of process] is the registered office of the limited-liability company in this state. 2. Within 30 days after changing the location of his office from one address to another in this state, [an agent for service of process must] \a resident agent shall\\ file a certificate with the secretary of state setting forth the names of the limited-liability companies represented by him, the address at which he has maintained the office for each of the limited-liability companies, and the new address to which the office is transferred. Sec. 98. NRS 86.241 is hereby amended to read as follows: 86.241 1. Each limited-liability company shall continuously maintain in this state an office, which may but need not be a place of its business in this state \,\\ [or its registered office,] at which it shall keep [:] \, unless otherwise provided by an operating agreement:\\ (a) A current list of the full name and last known business address of each member and manager \,\\ separately identifying the members in alphabetical order and the managers, if any, in alphabetical order; (b) A copy of the filed articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any document has been executed; \and\\ (c) [Copies of the company's federal income tax returns and reports, if any, for the 3 most recent years; (d)] Copies of any then effective [written] operating agreement [and of any financial statements] of the company \.\\ [for the 3 most recent years; and (e) Unless contained in the articles of organization, a writing setting out: (1) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute; (2) The items as which or events on the happening of which any additional contributions agreed to be made by each member are to be made; (3) Any right of a member to receive, or of a manager to make, distributions to a member which include a return of all or any part of the member's contribution; and (4) Any events upon the happening of which the limited liability is to be dissolved and its affairs wound up.] 2. Records kept pursuant to this section are subject to inspection and copying at the reasonable request, and at the expense, of any member during ordinary business hours [.] \, unless otherwise provided in an operating agreement.\\ Sec. 99. NRS 86.251 is hereby amended to read as follows: 86.251 1. [An agent for service of process] \A resident agent\\ who desires to resign shall file with the secretary of state a signed statement for each limited- liability company that he is unwilling to continue to act as the \resident\\ agent of the limited-liability company \.\\ [for the service of process.] The execution of the statement must be acknowledged. A resignation is not effective until the signed statement is filed with the secretary of state. 2. The statement of resignation may contain an acknowledged statement of the affected limited-liability company appointing a successor \resident\\ agent [for service of process] for that limited-liability company, giving the agent's full name, street address for the service of process, and mailing address if different from the street address. A certificate of acceptance executed by the new \resident\\ agent [for service of process] must accompany the statement appointing a successor agent \.\\ [for service of process.] 3. Upon the filing of the statement of resignation with the secretary of state the capacity of the resigning person as \resident\\ agent [for service of process] terminates. If the statement of resignation contains no statement by the limited-liability company appointing a successor \resident\\ agent [for service of process,] the resigning agent [for service of process] shall immediately give written notice, by mail, to the limited- liability company of the filing of the statement and its effect. The notice must be addressed to any manager or, if none, to any member, of the limited-liability company other than the \resigning\\ agent \.\\ [for service of process.] 4. If [an agent for service of process] \a resident agent\\ dies, resigns or moves from the state, the limited-liability company, within 30 days thereafter, shall file with the secretary of state a certificate of acceptance executed by the new \resident\\ agent \.\\ [for service of process.] The certificate must set forth the name, complete street address and mailing address, if different from the street address, of the new \resident\\ agent \.\\ [for service of process.] 5. Each limited-liability company which fails to file a certificate of acceptance executed by the new \resident\\ agent [for service of process] within 30 days [of] \after\\ the death, resignation or removal of its agent for service of process as provided in subsection 4, shall be deemed in default and is subject to the provisions of NRS 86.272 and 86.274. Sec. 100. NRS 86.261 is hereby amended to read as follows: 86.261 1. The \resident\\ agent [for service of process] appointed by a limited-liability company is an agent of the company upon whom any process, notice or demand required or permitted by law to be served upon the company may be served. 2. If a limited-liability company fails to appoint or maintain [an agent for service of process] \a resident agent\\ in this state, or if [its agent for service of process] \the agent\\ cannot with reasonable diligence be found at the registered office, then the secretary of state is an agent of the company upon whom any process, notice or demand may be served. Service on the secretary of state of any process, notice or demand must be made by delivering to and leaving with him, or with any clerk of his office, duplicate copies of the process, notice or demand. If any process, notice or demand is served on the secretary of state, he shall immediately cause one of the copies thereof to be forwarded by registered mail addressed to the limited-liability company at its registered office. Any service so had on the secretary of state must be returnable in not less than 30 days. 3. The secretary of state shall keep a record of all process, notices and demands served upon him pursuant to this section and shall record therein the time of service and his action with reference thereto. 4. This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited-liability company in any other manner permitted by law. Sec. 101. NRS 86.263 is hereby amended to read as follows: 86.263 1. Each limited-liability company shall, on or before the last day of the month in which the anniversary date of \its\\ formation occurs in each year, file with the secretary of state a list of its managers or, if none, its members, and a designation of its \resident\\ agent [for service of process] in this state, [certified] \signed\\ by a manager or, if [none,] \there is no manager, by\\ a member of the company. 2. Upon filing the list of managers or members and designation of \resident\\ agent \,\\ [for service of process,] the limited-liability company shall pay to the secretary of state a fee of $85. 3. The secretary of state shall, 60 days before the last day for filing the list required by subsection 1, cause to be mailed to each limited-liability company required to comply with the provisions of this section, [and] which has not become delinquent, the blank forms to be completed and filed with [the secretary of state.] \him.\\ Failure of any company to receive the forms does not excuse it from the penalty imposed by law. 4. An annual list of managers or members and designation of \resident\\ agent [for service of process] for a limited-liability company not in default received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year. Sec. 102. NRS 86.266 is hereby amended to read as follows: 86.266 When the fee for filing the annual list of managers or members and designation of \resident\\ agent [for service of process] has been paid, the canceled check received by the limited-liability company constitutes a certificate authorizing it to transact its business within this state until the last day of the month in which the anniversary of its formation occurs in the next succeeding calendar year. If the company desires a formal certificate upon its payment of the annual fee, its payment must be accompanied by a self-addressed, stamped envelope. Sec. 103. NRS 86.331 is hereby amended to read as follows: 86.331 1. [Except as otherwise provided in NRS 463.5733, a member is not entitled to receive out of a limited-liability company property any part of his contributions to capital until: (a) All liabilities of the company, except liabilities to members on account of their contributions to capital, have been paid or there remains property of the company sufficient to pay them; (b) The consent of all members is had, unless the return of the contribution to capital may be rightfully demanded as provided in this chapter; or (c) The articles of organization are canceled or so amended as to set out the withdrawal or reduction. 2. Subject to the provisions of subsection 1 of this section, a member may rightfully demand the return of his or its contribution: (a) On the dissolution of the limited-liability company; or (b) After he has given all other members of the limited- liability company 6 months prior notice in writing, if no time is specified in the articles of organization for the dissolution of the limited-liability company. 3. In the absence of a statement in the articles of organization to the contrary or the consent of all members of the company, a member, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his or its contribution to capital. 4. A member of a limited-liability company may petition the district court to order the company dissolved and its affairs wound up when: (a) The member rightfully but unsuccessfully has demanded the return of his or its contribution; or (b) The other liabilities of the company have not been paid, or the company's property is insufficient for their payment and the member would otherwise be entitled to the return of his contribution.] \A member may resign from a limited-liability company at the time or upon the happening of events specified in the articles of organization or an operating agreement. If the articles of organization or operating agreement do not otherwise provide the time or the events upon the happening of which a member may resign, a member may resign upon not less than 6 months' prior written notice to the limited-liability company at the office of its resident agent and to a manager, or if there is no manager, each member at the member's or manager's address as set forth on the records of the company. The articles of organization or an operating agreement may provide that a member may not resign from a company or assign his interest before the dissolution and winding up of the company, subject to the provisions of chapter 463 of NRS or other applicable law. 2. The amount that a resigning member is entitled to receive must be determined pursuant to the provisions of this chapter, chapter 463 of NRS, the articles of organization or the operating agreement. If not otherwise provided therein, then a resigning member is entitled to receive, within a reasonable time after resignation, the fair value of his interest, as of the date of resignation, based upon his right to share in distributions from the company.\\ Sec. 103.5. NRS 86.351 is hereby amended to read as follows: 86.351 1. The interest of each member of a limited- liability company is personal property, and except as otherwise provided in this section may be transferred or assigned as provided in the operating agreement. If [all] \less than a majority in interest\\ of the other members of the company other than the member proposing to dispose of his interest [do] \does\\ not approve of the proposed transfer or assignment \,\\ [by unanimous written consent,] the transferee of the member's interest has no right to participate in the management of the business and affairs of the company or to become a member. The transferee is only entitled to receive the share of profits or other compensation by way of income, and the return of contributions, to which that member would otherwise be entitled. 2. A substituted member is a person admitted to all the rights of a member who has died or has assigned his interest in a limited-liability company with the approval of [all] \a majority in interest of\\ the members of the company \.\\ [by unanimous written consent.] The substituted member has all the rights and powers and is subject to all the restrictions and liabilities of his assignor, except that the substitution of the assignee does not release the assignor from liability to the company under this section. Sec. 104. NRS 86.371 is hereby amended to read as follows: 86.371 [The members of a limited-liability company and the managers of a limited-liability company managed by a manager or managers are not liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the company.] \Unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited-liability company formed under the laws of this state is individually liable for the debts or liabilities of the company.\\ Sec. 105. NRS 86.491 is hereby amended to read as follows: 86.491 [1.] A limited-liability company organized under this chapter must be dissolved [upon the occurrence of any of the following events: (a) When the period fixed for the duration of the limited- liability company expires; (b)] \and its affairs wound up: 1. At the time specified in the articles of organization; 2. Upon the occurrence of an event specified in an operating agreement; 3. \\By the unanimous written agreement of all members; or [(c)] \4.\\ Upon the death, \insanity,\\ retirement, resignation, expulsion, bankruptcy or dissolution of a member or occurrence of any other event which terminates his continued membership in the company, unless the business of the company is continued by the consent of \not less than a majority in interest of\\ all the remaining members under a right to do so stated in the articles of organization of the company [. 2. As soon as possible after the occurrence of any of the events specified in this section, the company must execute a statement of intent to dissolve in such form as prescribed by the secretary of state.] \or a majority in interest of all remaining members agrees in writing within 90 days after the event to continue the business of the company.\\ Sec. 106. NRS 86.521 is hereby amended to read as follows: 86.521 1. In settling accounts after dissolution, the liabilities of a limited-liability company are entitled to payment in the following order: (a) Those to creditors, \including members who are creditors,\\ in the order of priority as provided \and to the extent otherwise permitted\\ by law, except those to members of the limited-liability company on account of their contributions; (b) Those to members of the limited-liability company in respect of their share of the profits and other compensation by way of income on their contributions; and (c) Those to members of the limited-liability company in respect of their contributions to capital. 2. Subject to any statement in the operating agreement, members share in the company's assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims. Sec. 107. NRS 86.531 is hereby amended to read as follows: 86.531 \1.\\ When all debts, liabilities and obligations have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets have been distributed to the members, articles of dissolution must be [executed in duplicate and verified by the person signing the articles, which must set forth: 1.] \prepared, signed and acknowledged, setting forth: (a)\\ The name of the limited-liability company; [2. That the secretary of state has theretofore endorsed a statement of intent to dissolve the company as "filed" and the date on which such statement was filed; 3.] \(b)\\ That all debts, obligations and liabilities have been paid and discharged or that adequate provision has been made therefor; [4.] \(c)\\ That all the remaining property and assets have been distributed among its members in accordance with their respective rights and interests; and [5.] \(d)\\ That there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit.\ 2. The articles must be signed by a manager, or if there is no manager by a member, of the company.\\ Sec. 108. NRS 86.541 is hereby amended to read as follows: 86.541 1. [Two signed copies of the] \The signed and acknowledged\\ articles of dissolution must be [delivered to] \filed with\\ the secretary of state. Unless the secretary of state finds that the articles of dissolution do not conform to law, he shall when all fees and license taxes prescribed by law have been paid [: (a) Endorse on each of such duplicate originals the word "Filed" and the month, day and year of the filing thereof; and (b) File one of the duplicate originals in this office. 2. One duplicate original of the articles of dissolution filed by the secretary of state must be returned to the representative of the dissolved limited-liability company.] \issue a certificate that the limited-liability company is dissolved. 2. \\Upon the filing of the articles of dissolution the existence of the company ceases, except for the purpose of suits, other proceedings and appropriate action as provided in this chapter. The manager or managers in office at the time of dissolution, or the survivors of them, are thereafter trustees for the members and creditors of the dissolved company and as such have authority to distribute any property of the company discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the dissolved company. [3. The articles of organization must be canceled by the secretary of state upon filing of the articles of dissolution.] Sec. 109. NRS 86.561 is hereby amended to read as follows: 86.561 1. The secretary of state shall charge and collect for: (a) Filing the original articles of organization, or for registration of a foreign company, $125; (b) Amending the articles of organization, or amending the registration of a foreign company, $75; (c) Filing a statement of intent to dissolve, $15; (d) Filing articles of dissolution, and canceling the articles of organization of a domestic or foreign company, $30; (e) Filing a statement of change of address of [records] \registered\\ office or change of the \resident\\ agent \,\\ [for service of process,] or both, $15; (f) Certifying articles of organization or an amendment to the articles, in both cases where a copy is provided, $10; (g) Certifying an authorized printed copy of this chapter, $10; (h) Certifying the reservation of a name for a limited- liability company, $20; (i) Executing, filing or certifying any other document, $10; (j) Comparing any document or paper submitted for certification, with the record thereof, to ascertain whether any corrections are required to be made before certifying, 20 cents for each folio of 1,200 words of each document or paper compared; and (k) Copies made at the office of the secretary of state, $1 per page. 2. The secretary of state shall charge and collect at the time of any service of process on him as agent for service of process of a limited-liability company, $10 which may be recovered as taxable costs by the party to the action causing the service to be made if the party prevails in the action. Sec. 110. Chapter 88 of NRS is hereby amended by adding thereto a new section to read as follows:\ If a limited partnership created pursuant to this chapter desires to change its resident agent, the change may be effected by filing with the secretary of state a certificate of change signed by a general partner which sets forth: 1. The name of the limited partnership; 2. That the change authorized by this section is effective upon the filing of the certificate of change; 3. The name of its present resident agent; and 4. If the present resident agent is to be changed, the name of the new resident agent. The new resident agent's certificate of acceptance must be a part of or attached to the certificate of change.\\ Sec. 111. NRS 88.315 is hereby amended to read as follows: 88.315 As used in this chapter, unless the context otherwise requires: 1. "Certificate of limited partnership" means the certificate referred to in NRS 88.350, and the certificate as amended or restated. 2. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. 3. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in NRS 88.450. 4. "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners. 5. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. 6. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. 7. "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners. 8. "Partner" means a limited or general partner. 9. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. 10. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. 11. "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association or corporation. 12. \"Resident agent" means the agent appointed by the limited partnership upon whom process or a notice or demand authorized by law to be served upon the limited partnership may be served. 13. \\"State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. Sec. 112. NRS 88.330 is hereby amended to read as follows: 88.330 1. Each limited partnership shall continuously maintain in this state: (a) An office, which may but need not be a place of its business in this state, at which must be kept the records required by NRS 88.335 to be maintained; and (b) [An agent for service of process on the limited partnership, who must be a natural person resident of this state, a domestic corporation or a foreign corporation authorized to do business in this state.] \A resident agent.\\ 2. Every [such agent for service of process] \resident agent\\ shall file a certificate [thereof] in the office of the secretary of state [.] \, setting forth his street address where process may be served upon the limited partnership and his mailing address if different from the street address.\\ 3. Within 30 days after changing the location of his office from one address to another in this state, [an agent for service of process] \a resident agent\\ shall file a certificate with the secretary of state setting forth the names of the limited partnerships represented by the agent, the address at which [the agent] \he\\ has maintained the office for each of the limited partnerships, and the new address to which the office is transferred. 4. Within 30 days after changing the location of the office which contains records for a limited partnership, [the agent] \a general partner of the limited partnership\\ shall file a [notice of the] \certificate of a \\change in address with the secretary of state which sets forth the name of the limited partnership, the previous address of the office \which contains records\\ and the new address of the office [.] \which contains records.\\ Sec. 113. NRS 88.332 is hereby amended to read as follows: 88.332 1. Any person who has been designated by a limited partnership as its \resident\\ agent [for service of process] and who thereafter desires to resign shall file with the secretary of state a signed statement that he is unwilling to continue to act as the \resident\\ agent of the limited partnership \.\\ [for service of process.] The execution of the statement must be acknowledged. A resignation is not effective until the signed statement is filed with the secretary of state. The statement of resignation may contain an acknowledged statement by the affected limited partnership appointing a successor \resident\\ agent [for service of process] for the limited partnership. A certificate of acceptance executed by the new agent, stating the full name, complete street address and, if different from the street address, mailing address of the new agent, must accompany the statement appointing the new agent for service of process. 2. Upon the filing of the statement with the secretary of state the capacity of the person as \resident\\ agent [for service of process] terminates. If the statement of resignation does not contain a statement by the limited partnership appointing a successor agent for service of process, the resigning agent shall immediately give written notice, by mail, to the limited partnership of the filing of the statement and the effect thereof. The notice must be addressed to a general partner of the partnership other than the \resident\\ agent \.\\ [for service of process.] 3. If a designated \resident\\ agent [for service of process] dies, resigns or removes from the state, the limited partnership, within 30 days thereafter, shall file with the secretary of state a certificate of acceptance, executed by the new agent for service of process. The certificate must set forth the full name, complete street address and, if different from the street address, mailing address of the newly designated resident agent. Sec. 114. NRS 88.350 is hereby amended to read as follows: 88.350 1. In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. The certificate must set forth: (a) The name of the limited partnership; (b) The address of the office \which contains records\\ and the name and address of the \resident\\ agent [for service of process] required to be maintained by NRS 88.330; (c) The name and the business address of each general partner; (d) The latest date upon which the limited partnership is to dissolve; and (e) Any other matters the general partners determine to include therein. 2. A certificate of acceptance of appointment of [an agent for service of process,] \a resident agent,\\ executed by the agent, must be filed with the certificate of limited partnership. 3. A limited partnership is formed at the time of the filing of the certificate of limited partnership and the certificate of acceptance in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. Sec. 115. NRS 88.355 is hereby amended to read as follows: 88.355 1. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate must set forth: (a) The name of the limited partnership; (b) The date of filing of the certificate [;] \of limited partnership;\\ and (c) The amendment \.\\ [to the certificate.] 2. Within 30 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed: (a) The admission of a new general partner; (b) The withdrawal of a general partner; or (c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner. 3. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described \, except the address of its office or the name or address of its resident agent,\\ have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate. 4. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine. 5. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the 30-day period specified in subsection 2. 6. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment. Sec. 116. NRS 88.395 is hereby amended to read as follows: 88.395 1. Each limited partnership shall, on or before the last day of the month in which the anniversary date of the filing of its certificate of limited partnership occurs in each year, file with the secretary of state a list of its general partners and a designation of its \resident\\ agent in this state \,\\ [for service of process, certified] \signed\\ by a general partner of the limited partnership. The list must, after the name of each general partner listed thereon, set forth his post office box or street address. 2. If addresses are not thus stated for all listed partners on any list offered for filing, the secretary of state may refuse to file it, and the limited partnership for which the list has been offered for filing is subject to all the provisions relating to failure to file such a list within or at the times specified, unless such a list is subsequently submitted for filing conformably to the provisions of NRS 88.400. 3. The secretary of state shall, 60 days before the last day for filing the list required by subsection 1, cause to be mailed to each limited partnership required to comply with the provisions of this section which has not become delinquent the blank forms to be completed and filed with [the secretary of state.] \him.\\ Failure of any limited partnership to receive the forms does not excuse it from the penalty imposed by NRS 88.400. Sec. 117. NRS 88.415 is hereby amended to read as follows: 88.415 The secretary of state, for services relating to his official duties and the records of his office, shall charge and collect the following fees: 1. For filing a certificate of limited partnership, $125. 2. For filing a certificate of amendment of limited partnership or restated certificate of limited partnership, $75. 3. For filing a reinstated certificate of limited partnership, $75. 4. For filing the annual list of general partners and designation of an agent for service of process, $85. 5. For filing a certificate of the change of address of [an agent for service of process,] \a resident agent,\\ $15 plus $1 for each limited partnership he represents. 6. For certifying a certificate of limited partnership, an amendment to the certificate, or a certificate as amended where a copy is provided, $10. 7. For certifying an authorized printed copy of [the limited partnership law,] \this chapter,\\ $10. 8. For certifying the reservation of a limited partnership name, $20. 9. For executing, filing or certifying any other document, $10. 10. For comparing any document or paper submitted for certification, with the record thereof, to ascertain whether any corrections are required to be made before certifying, 20 cents for each folio of 100 words of each document or paper compared. 11. For copies made at the office of the secretary of state, $1 per page. 12. For filing a certificate of cancellation of a limited partnership, $30. Sec. 118. NRS 88.500 is hereby amended to read as follows: 88.500 A limited partner may withdraw from a limited partnership \only\\ at the time or upon the happening of events specified in writing in the partnership agreement. [If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than 6 months' prior written notice to each general partner at his address on the books of the limited partnership at its office in this state.] Sec. 119. NRS 88.575 is hereby amended to read as follows: 88.575 Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state [, in duplicate,] an application for registration as a foreign limited partnership, signed and [sworn to] \acknowledged\\ by a general partner and a signed certificate of acceptance of [an agent for service of process.] \a resident agent.\\ The application for registration must set forth: 1. The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state; 2. The state and date of its formation; 3. The name and address of the \resident\\ agent [for service of process on the foreign limited partnership] whom the foreign limited partnership elects to appoint \;\\ [, who must be a natural person who is a resident of this state, a domestic corporation or a foreign corporation having a place of business in, and authorized to do business in this state;] 4. A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if the \resident\\ agent's authority has been revoked or if the \resident\\ agent cannot be found or served with the exercise of reasonable diligence; 5. The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership; 6. The name and business address of each general partner; and 7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn. Sec. 120. NRS 88.580 is hereby amended to read as follows: 88.580 [1.] If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall [: (a) Endorse on the application the word "Filed," and the month, day and year of the filing thereof; (b) File in his office a duplicate original of the application; and (c) Issue] \issue\\ a certificate of registration to transact business in this state [. 2. The certificate of registration, together with a duplicate original of the application, must be returned] \and mail it\\ to the person who filed the application or his representative. Sec. 121. NRS 89.020 is hereby amended to read as follows: 89.020 As used in this chapter, unless the context requires otherwise: 1. "Employee" means a person [duly] licensed or otherwise legally authorized to render professional service within this state who renders such service through a professional corporation or a professional association, but does not include clerks, bookkeepers, technicians or other [individuals] \persons\\ who are not usually considered by custom and practice of the profession to be rendering professional services to the public. 2. \"Licensed" means legally authorized by the appropriate regulating board of this state to engage in a regulated profession in this state. 3. \\"Professional association" means a common law association of two or more persons [duly] licensed or otherwise legally authorized to render professional service within this state when created by written articles of association which contain in substance the following provisions characteristic of corporate entities: (a) The death, insanity, bankruptcy, retirement, resignation, expulsion or withdrawal of any member of the association [shall] \does\\ not cause its dissolution. (b) The authority to manage the affairs of the association [shall be] \is\\ vested in a board of directors or an executive board or committee, elected by the members of the association. (c) The members of the association [shall be] \are\\ employees of the association. (d) Members' ownership [interests are] \is\\ evidenced by [membership certificates. 3.] \ certificates. 4.\\ "Professional corporation" means a corporation organized under this chapter [for the purpose of rendering] \to render\\ a professional service. [4.] \5.\\ "Professional service" means any type of personal service which may legally be performed only pursuant to a license, certificate of registration or other legal authorization. [5.] \6.\\ "Regulating board" means the body which regulates and authorizes the admission to the profession which a professional corporation or a professional association is authorized to perform. Sec. 122. NRS 89.040 is hereby amended to read as follows: 89.040 1. One or more persons may organize a professional corporation in the manner provided for organizing a private corporation pursuant to chapter 78 of NRS. [If more than one person organizes such a corporation, each of the persons] \Each person\\ organizing the corporation must, except as otherwise provided in subsection 2 of NRS 89.050, be authorized to perform the [same] professional service [.] \for which the corporation is organized.\\ The articles of incorporation must contain the following additional information: (a) The profession to be practiced by means of the professional corporation. (b) The names and [residential] \post office box or street\\ addresses \, either residence or business,\\ of the original stockholders and directors of the professional corporation. (c) A certificate from the regulating board of the profession to be practiced showing that each of the directors, and each of the stockholders who is a natural person, is licensed to practice the profession. 2. The corporate name of a professional corporation must contain the words "Professional Corporation" or the abbreviation "Prof. Corp.," or the word "Chartered" or "Limited" or the abbreviation "Ltd." The corporate name must contain the last name of one or more of its stockholders. The corporation may render professional services and exercise its authorized powers under a fictitious name if the corporation has first registered the name in the manner required by chapter 602 of NRS. Sec. 123. NRS 89.070 is hereby amended to read as follows: 89.070 1. Except as otherwise provided in subsections 2 and 3: (a) No corporation organized under the provisions of this chapter may issue any of its stock to anyone other than a natural person who is licensed [or authorized] to render the same specific professional services as those for which the corporation was incorporated. (b) No stockholder of a corporation organized under this chapter may enter into a voting trust agreement or any other type of agreement vesting another person with the authority to exercise the voting power of any or all of his stock, unless the other person is licensed [or authorized] to render the same specific professional services as those for which the corporation was incorporated. (c) No shares of a corporation organized under this chapter may be sold or transferred except to a natural person who is eligible to be a stockholder of the corporation or to the personal representative or estate of a deceased or legally incompetent stockholder. The personal representative or estate of the stockholder may continue to own shares for a reasonable period, but may not participate in any decisions concerning the rendering of professional services. The articles of incorporation or bylaws may provide specifically for additional restrictions on the transfer of shares and may provide for the redemption or purchase of the shares by the corporation, its stockholders or an eligible individual account plan complying with the requirements of subsection 2 at prices and in a manner specifically set forth. A stockholder may transfer his shares in the corporation or any other interest in the assets of the corporation to a revocable trust if he acts as trustee of the revocable trust and any person who acts as cotrustee and is not licensed to perform the services for which the corporation was incorporated does not participate in any decisions concerning the rendering of those services. 2. A person not licensed to render the professional services for which the corporation was incorporated may own a beneficial interest in any of the assets, including corporate shares, held for his account by an eligible individual account plan sponsored by the professional corporation for the benefit of its employees, which is intended to qualify under section 401 of the Internal Revenue Code (26 U.S.C. § 401) if the terms of the trust are such that the total number of shares which may be distributed for the benefit of persons not licensed to render the professional services for which the corporation was incorporated is less than a controlling interest and: (a) The trustee of the trust is licensed to render the same specific professional services as those for which the corporation was incorporated; or (b) The trustee is not permitted to participate in any corporate decisions concerning the rendering of professional services in his capacity as trustee. A trustee who is individually a stockholder of the corporation may participate in his individual capacity as a stockholder, director or officer in any corporate decision. 3. A professional corporation in which all the stockholders who are natural persons are licensed [or authorized] to render the same specific professional service, may acquire and hold stock in another professional corporation, or in a similar corporation organized pursuant to the corresponding law of another state, if all the stockholders who are natural persons of the corporation whose stock is acquired are licensed [or authorized] \in that corporation's state of incorporation\\ to render the same specific professional service as the stockholders who are natural persons of the professional corporation that acquires the stock. 4. Any act in violation of this section is void and does not pass any rights or privileges or vest any powers, except to an innocent person who is not a stockholder and who has relied on the effectiveness of the action. Sec. 124. NRS 89.080 is hereby amended to read as follows: 89.080 1. If any officer, stockholder, director or employee of a corporation organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render such professional services within this state, he shall sever within a reasonable period all [employment] \professional service\\ with and financial interest in [such] \the\\ corporation; but this chapter does not prevent a corporation formed under this chapter from entering into a contract with an employee which provides for severance pay or for compensation for past services upon termination of [employment,] \professional service,\\ whether by death or otherwise. 2. No person may be an officer or director of a corporation organized under this chapter other than a natural person who is [duly licensed or otherwise legally authorized] \licensed\\ to render the same specific professional services as those for which the corporation was incorporated. 3. Upon the death of [an employee] \a stockholder\\ of a corporation who has transferred his interest in the corporation to a revocable trust as permitted by NRS 89.070, the trustee of the revocable trust may continue to retain any interest so transferred, including corporate shares, for a reasonable period, but may not exercise any authority concerning the rendering of professional services and may not distribute the corporate interest to any person not licensed to render the services for which the corporation was incorporated. 4. A corporation's failure to require compliance with the provisions of this section is a ground for the forfeiture of its charter. Sec. 125. NRS 89.110 is hereby amended to read as follows: 89.110 No professional corporation may do any act which is prohibited to be done by [individual persons authorized] \natural persons licensed\\ to practice the profession which the professional corporation is organized to practice. Sec. 126. NRS 89.230 is hereby amended to read as follows: 89.230 Members who organize a professional association [shall all be individuals duly licensed or otherwise legally authorized] \must all be natural persons licensed\\ to render the same specific professional services as those for which the professional association is organized. A professional association may render professional service only through its members and employees, all of whom [shall be duly authorized] \must be licensed\\ to render [such] \the\\ professional service. Sec. 127. NRS 89.240 is hereby amended to read as follows: 89.240 1. If any member or employee of a professional association who has been rendering professional service to the public becomes legally disqualified to render [such] \the\\ professional service within this state, he shall sever within a reasonable period all [employment] \professional service\\ with and financial interest in [such] \the\\ association; but this chapter does not prevent a professional association from entering into a contract with a member or employee which provides for severance pay or for compensation for past services upon termination of [employment,] \professional service,\\ whether by death or otherwise. Upon the death of a member of the association who has transferred his interest in the association to a revocable trust as permitted by subsection 2, the trustee of the revocable trust may continue to retain any interest so transferred for a reasonable period, but may not exercise any authority concerning the rendering of professional services and may not distribute the interest in the association or its assets to any person not licensed [in the association or its assets to any person not licensed] to render the services for which the association was organized. 2. No membership interest in a professional association may be sold or transferred except to a natural person who is eligible to be a member of the association or to the personal representative or estate of a deceased or legally incompetent member, except as provided in this subsection. The personal representative of such a member may continue to own such interest for a reasonable period, but may not participate in any decisions concerning the rendering of professional service. A member may transfer his interest in the association or any other interest in the assets of the association to a revocable trust if he acts as trustee of the revocable trust and any person who acts as cotrustee and is not licensed to perform the services for which the association is organized does not participate in any decisions concerning the rendering of those professional services. 3. The articles of association may provide specifically for additional restrictions on the transfer of members' interests and may provide for the redemption or purchase of such \an\\ interest by the association or its other members at prices and in a manner specifically set forth [.] \in the articles.\\ Sec. 128. (Deleted by amendment.) Sec. 129. NRS 89.270 is hereby amended to read as follows: 89.270 No professional association may do any act which is prohibited to be done by [individual persons authorized] \natural persons licensed\\ to practice the profession which the professional association is organized to practice. Sec. 130. NRS 78.451, 78.452, 78.453, 78.454, 78.456, 78.457, 78.458, 78.459, 78.461, 78.462, 78.463, 78.464, 78.466, 78.471, 78.472, 78.473, 78.474, 78.476, 78.477, 78.478, 78.479, 78.481, 78.482, 78.483, 78.491, 78.492, 78.493, 78.494, 78.496, 78.497, 78.498, 78.499, 78.501, 78.502, 82.376, 82.381, 82.386, 82.391, 82.396, 82.401, 82.406, 82.411, 82.416, 82.421, 82.426, 82.431, 86.181, 86.501, 86.511 and 89.090 are hereby repealed. "T T" LEADLINES OF REPEALED SECTIONS "T T" 78.451 Merger: Authority; plan of merger. 78.452 Exchange of shares: Authority; plan of exchange. 78.453 Plan of merger or exchange: Approval by stockholders. 78.454 Plan of merger: When action by stockholders is not required. 78.456 Abandonment of planned merger or exchange. 78.457 Merger of subsidiary into parent corporation. 78.458 Filing and contents of articles of merger or exchange; effective date of merger or exchange. 78.459 Effect of merger or exchange. 78.461 Merger or exchange with foreign corporation. 78.462 Merger with limited partnership: Generally. 78.463 Merger with limited partnership: Approval of plan of merger. 78.464 Merger with limited partnership: Filing, contents and execution of articles of merger; abandonment. 78.466 Merger with limited partnership: Effective date and effect of merger. 78.471 Definitions. 78.472 "Beneficial stockholder" defined. 78.473 "Corporation" defined. 78.474 "Dissenter" defined. 78.476 "Fair value" defined. 78.477 "Interest" defined. 78.478 "Stockholder" defined. 78.479 "Stockholder of record" defined. 78.481 Right of stockholder to dissent from certain corporate actions and to obtain payment for shares. 78.482 Limitations on right of dissent: Assertion with respect to plan of merger or exchange. 78.483 Limitations on right of dissent: Assertion as to portion only of shares registered to stockholder; assertion by beneficial stockholder. 78.491 Notification of stockholders regarding right of dissent. 78.492 Prerequisites to demand for payment for shares. 78.493 Dissenter's notice: Delivery to stockholders entitled to assert rights; contents. 78.494 Demand for payment and deposit of certificates; retention of rights of stockholder. 78.496 Uncertificated shares: Authority to restrict transfer after demand for payment; retention of rights of stockholder. 78.497 Payment for shares: General requirements. 78.498 Payment for shares: Shares acquired on or after date of dissenter's notice. 78.499 Dissenter's estimate of fair value: Notification of corporation; demand for payment of estimate. 78.501 Legal proceeding to determine fair value: Duties of corporation; powers of court; rights of dissenter. 78.502 Legal proceeding to determine fair value: Assessment of costs and fees. 82.376 Domestic corporations: Authority to merge. 82.381 Domestic corporations: Contents and approval of agreement of merger. 82.386 Domestic corporations: Mandatory provisions of agreement of merger. 82.391 Corporations for public benefit. [Repealed.] 82.396 Domestic corporations: Approval and filing of agreement of merger; certified copy of agreement is evidence of existence of surviving corporation. 82.401 Domestic and foreign corporations: Authority to merge. 82.406 Domestic and foreign corporations: Agreement of merger required; contents of agreement. 82.411 Domestic and foreign corporations: Authorization, adoption, approval, acknowledgment and filing of agreement of merger; certified copy of articles of merger is evidence of existence of surviving corporation. 82.416 Domestic and foreign corporations: Service of process in Nevada. 82.421 Effect of merger. 82.426 Powers of directors and officers of constituent corporations after merger; powers of surviving corporation regarding liabilities of constituent corporations. 82.431 Rights of dissenting members; exceptions. 86.181 Articles of organization: Execution. 86.501 Filing of statement of intent to dissolve. 86.511 Effect of filing statement of intent to dissolve. 89.090 Filing annual statement with secretary of state; contents; fee; penalty. -30-