1. Except as otherwise provided in NRS 86.246, a limited-liability company which did exist or is existing pursuant to the laws of this State may, upon complying with the provisions of NRS 86.276, 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 limited-liability company, which must be the name of the limited-liability company at the time of the renewal or revival, or its name at the time its original charter expired.
(2) The information required pursuant to NRS 77.310.
(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 limited-liability company 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 managers or, if there are no managers, all its managing members and their mailing or street addresses, either residence or business.
(c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the duly selected manager or managers of the limited-liability company or, if there are no managers, its managing members.
2. A limited-liability company whose charter has not expired and is being renewed shall cause the certificate to be signed by its manager or, if there is no manager, by a person designated by its members. The certificate must be approved by a majority in interest.
3. A limited-liability company 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 members. The signing and filing of the certificate must be approved by the written consent of a majority in interest and must contain a recital that this consent was secured. The limited-liability company shall pay to the Secretary of State the fee required to establish a new limited-liability company 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 of the limited-liability company therein named.
5. Except as otherwise provided in NRS 86.278, a renewal or revival pursuant to this section relates back to the date on which the limited-liability company’s charter expired or was revoked and renews or revives the limited-liability company’s charter and right to transact business as if such right had at all times remained in full force and effect.
(Added to NRS by 1999, 1610; A 2001, 1395, 3199; 2003, 3143; 2003, 20th Special Session, 73; 2007, 1326, 2426, 2678; 2013, 863)
Structure Nevada Revised Statutes
Chapter 86 - Limited-Liability Companies
NRS 86.022 - "Articles" and "articles of organization" defined.
NRS 86.031 - "Bankrupt" defined.
NRS 86.051 - "Foreign limited-liability company" defined.
NRS 86.055 - "In interest" defined.
NRS 86.061 - "Limited-liability company" and "company" defined.
NRS 86.065 - "Majority in interest" defined.
NRS 86.071 - "Manager" defined.
NRS 86.081 - "Member" defined.
NRS 86.091 - "Member’s interest" defined.
NRS 86.095 - "Noneconomic member" defined.
NRS 86.101 - "Operating agreement" defined.
NRS 86.105 - "Personal representative" defined.
NRS 86.111 - "Real property" defined.
NRS 86.118 - "Registered agent" defined.
NRS 86.121 - "Registered office" defined.
NRS 86.1252 - "Restricted limited-liability company" defined.
NRS 86.1255 - "Series" and "series of members" defined.
NRS 86.131 - Applicability of chapter to foreign and interstate commerce.
NRS 86.151 - Filing requirements.
NRS 86.155 - Perpetual existence of company.
NRS 86.161 - Articles of organization: Required and optional provisions.
NRS 86.176 - Name of company: Reservation; injunctive relief.
NRS 86.201 - Commencement of organizational existence.
NRS 86.211 - Articles of organization: Notice imparted by filing.
NRS 86.216 - Amendment of articles of organization before issuance of member’s interest.
NRS 86.221 - Amendment and restatement of articles of organization.
NRS 86.226 - Filing and effectiveness of certificate of amendment or judicial decree of amendment.
NRS 86.231 - Registered agent required; address of registered office.
NRS 86.236 - Registered agent of series; service of process, notice or demand upon series.
NRS 86.261 - Service of process, notice or demand upon registered agent.
NRS 86.263 - Filing requirements; fees; notice; regulations.
NRS 86.264 - Additional filing requirements for certain companies: Criteria; statement; fees.
NRS 86.266 - Certificate of authorization to transact business.
NRS 86.269 - Addresses of managers and members required; failure to file.
NRS 86.272 - Defaulting companies: Identification; reinstatement; penalty.
NRS 86.274 - Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets.
NRS 86.276 - Defaulting companies: Conditions and procedure for reinstatement.
NRS 86.278 - Defaulting companies: Reinstatement under old or new name; regulations.
NRS 86.279 - "Distribution" defined.
NRS 86.286 - Operating agreement.
NRS 86.293 - Noneconomic members.
NRS 86.296 - Classes of members or managers; series of members.
NRS 86.298 - Duties of manager or managing member.
NRS 86.301 - Limitation on authority to contract debt or incur liability.
NRS 86.311 - Acquisition, ownership and disposition of property by company and series.
NRS 86.321 - Contributions to capital: Form.
NRS 86.341 - Distributions: Generally.
NRS 86.345 - Distributions: Limitations applicable to restricted limited-liability companies.
NRS 86.346 - Distributions: Form; status of member or transferee.
NRS 86.351 - Nature and transfer of member’s interest; rights of transferee; substituted members.
NRS 86.361 - Liability of persons assuming to act as company without authority.
NRS 86.371 - Liability of member or manager for debts or liabilities of company.
NRS 86.381 - Member of company is not proper party in proceeding by or against company; exception.
NRS 86.391 - Liability of member to company.
NRS 86.401 - Rights and remedies of creditor of member.
NRS 86.421 - Indemnification of manager, member, employee or agent: Proceeding by company.
NRS 86.431 - Indemnification of manager, member, employee or agent: Scope; authorization.
NRS 86.441 - Indemnification of member or manager: Advancement of expenses.
NRS 86.481 - Exclusion of company which provides self-insurance from title 57 of NRS.
NRS 86.483 - Authority of member to bring action.
NRS 86.485 - Qualifications of plaintiff.
NRS 86.490 - Dissolution before commencement of business; limitations.
NRS 86.495 - Dissolution by decree of court; termination of series by decree of court.
NRS 86.521 - Distribution of assets after dissolution.
NRS 86.531 - Articles of dissolution: Required provisions and signatories.
NRS 86.5412 - Appointment of receiver or trustee of insolvent company: Powers.
NRS 86.5413 - Property and privileges of insolvent company vest in appointed receiver.
NRS 86.5416 - Reorganization of company by majority in interest of members during receivership.
NRS 86.5417 - Powers of district court.
NRS 86.5418 - Receiver to take possession of company assets upon court order.
NRS 86.5419 - Inventory, lists of debts and reports by receiver.
NRS 86.542 - Creditors’ proofs of claims; when participation barred; notice.
NRS 86.5421 - Creditors’ claims to be in writing under oath; examination of claimants.
NRS 86.5422 - Action on creditors’ claims; appeal of disallowed claims.
NRS 86.5423 - Substitution of receiver as party; abatement of actions.
NRS 86.5424 - Sales of encumbered or deteriorating property.
NRS 86.5425 - Compensation, costs and expenses of receiver.
NRS 86.5426 - Distribution of money to creditors and members.
NRS 86.5427 - Acts of majority of receivers effectual; removal and vacancies.
NRS 86.5428 - Employees’ liens for wages when company insolvent.
NRS 86.543 - Law governing organization, internal affairs and liability of managers and members.
NRS 86.545 - Issuance of certificate of registration by Secretary of State.
NRS 86.546 - Name for registration.
NRS 86.5462 - Additional filing requirements for certain companies: Criteria; statement; fees.
NRS 86.5463 - Certificate of authorization to transact business.
NRS 86.5464 - Addresses of managers or managing members required; failure to file.
NRS 86.5466 - Defaulting companies: Duties of Secretary of State.
NRS 86.5467 - Defaulting companies: Conditions and procedure for reinstatement.
NRS 86.5468 - Defaulting companies: Reinstatement or revival under old or new name; regulations.
NRS 86.5469 - Cancellation of registration without additional fees and penalties; regulations.
NRS 86.547 - Cancellation of registration.
NRS 86.548 - Penalty for transacting business without registration; enforcement; regulations.
NRS 86.5483 - Activities not constituting transaction of business.
NRS 86.5487 - Determination of whether solicitation is made or accepted.
NRS 86.549 - Action by Attorney General to restrain transaction of business.
NRS 86.557 - Form required for filing of records.
NRS 86.566 - Filing of records written in language other than English.
NRS 86.571 - Waiver of notice.
NRS 86.580 - Renewal or revival of charter: Procedure; fee; certificate as evidence.
NRS 86.590 - Renewal or revival of charter: Status of company.