AB373 - Revises provisions governing limited-liability companies. (BDR 7-131)

A.B. 373 - *AB373* ASSEMBLY BILL NO. 373–ASSEMBLYMEMBER HAFEN MARCH 6, 2025 ____________ Referred to Committee on Judiciary SUMMARY—Revises provisions governing limited-liability companies. (BDR 7-131) FISCAL NOTE: Effect on Local Government: No. Effect on the State: Yes. ~ EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted. AN ACT relating to business associations; reducing fees related to creating and dissolving limited-liability companies under certain circumstances; and providing other matters properly relating thereto. Legislative Counsel’s Digest: Existing law authorizes one or more persons to form and conduct business as a 1 limited-liability company by: (1) filing articles of organization with the Secretary of 2 State and paying a filing fee of $75; (2) filing an initial list containing certain 3 information about the limited-liability company with the Secretary of State and 4 paying a filing fee of $150; and (3) obtaining a state business license from the 5 Secretary of State and paying a fee of $200 for the issuance of the license. (NRS 6 76.100, 86.151, 86.263, 86.561) Sections 1-3 of this bill reduce these fees to $25, 7 respectively, if the articles of organization of the limited-liability company include 8 an initial manager or member who has received unemployment compensation 9 within the 7 days immediately preceding the date of the filing of the articles of 10 organization. 11 Additionally, existing law authorizes a limited-liability company to dissolve 12 under certain circumstances and imposes a fee of $100 for the filing of the articles 13 of dissolution with the Secretary of State. (NRS 86.4895-86.541, 86.561) Section 3 14 reduces the fee to $25. 15 THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS: Section 1. NRS 76.100 is hereby amended to read as follows: 1 76.100 1. A person shall not conduct a business in this State 2 unless and until the person obtains a state business license issued by 3 the Secretary of State. If the person is: 4 – 2 – - *AB373* (a) An entity required to file an initial or annual list with the 1 Secretary of State pursuant to this title, the person must obtain the 2 state business license at the time of filing the initial or annual list. 3 (b) Not an entity required to file an initial or annual list with the 4 Secretary of State pursuant to this title, the person must obtain the 5 state business license before conducting a business in this State. 6 2. An application for a state business license must: 7 (a) Be made upon a form prescribed by the Secretary of State; 8 (b) Set forth the name under which the applicant transacts or 9 intends to transact business, or if the applicant is an entity organized 10 pursuant to this title and on file with the Secretary of State, the exact 11 name on file with the Secretary of State, the business identification 12 number as assigned by the Secretary of State pursuant to NRS 13 225.082, and the location in this State of the place or places of 14 business; 15 (c) Be accompanied by a fee in the amount of $200, except that 16 if the applicant is [a] : 17 (1) A limited-liability company whose original articles of 18 organization include an initial manager or member who has 19 received unemployment compensation within the 7 days 20 immediately preceding the date of the filing of the articles of 21 organization, a fee of $25; or 22 (2) A corporation organized pursuant to chapter 78, 78A or 23 78B of NRS, or a foreign corporation required to file an initial or 24 annual list with the Secretary of State pursuant to chapter 80 of 25 NRS, [the application must be accompanied by] a fee of $500; and 26 (d) Include any other information that the Secretary of State 27 deems necessary. 28  If the applicant is an entity organized pursuant to this title and on 29 file with the Secretary of State and the applicant has no location in 30 this State of its place of business, the address of its registered agent 31 shall be deemed to be the location in this State of its place of 32 business. 33 3. The application must be signed pursuant to NRS 239.330 by: 34 (a) The owner of a business that is owned by a natural person. 35 (b) A member or partner of an association or partnership. 36 (c) A general partner of a limited partnership. 37 (d) A managing partner of a limited-liability partnership. 38 (e) A manager or managing member of a limited-liability 39 company. 40 (f) An officer of a corporation or some other person specifically 41 authorized by the corporation to sign the application. 42 4. If the application for a state business license is defective in 43 any respect or the fee required by this section is not paid, the 44 – 3 – - *AB373* Secretary of State may return the application for correction or 1 payment. 2 5. A state business license issued pursuant to this section must 3 contain the business identification number assigned by the Secretary 4 of State pursuant to NRS 225.082. 5 6. The state business license required to be obtained pursuant 6 to this section is in addition to any license to conduct business that 7 must be obtained from the local jurisdiction in which the business is 8 being conducted. 9 7. For the purposes of this chapter, a person: 10 (a) Shall be deemed to conduct a business in this State if a 11 business for which the person is responsible: 12 (1) Is organized pursuant to this title, other than a business 13 organized pursuant to: 14 (I) Chapter 82 or 84 of NRS; or 15 (II) Chapter 81 of NRS if the business is a nonprofit unit- 16 owners’ association or a nonprofit religious, charitable, fraternal or 17 other organization that qualifies as a tax-exempt organization 18 pursuant to 26 U.S.C. § 501(c); 19 (2) Has an office or other base of operations in this State; 20 (3) Except as otherwise provided in NRS 76.103, has a 21 registered agent in this State; or 22 (4) Pays wages or other remuneration to a natural person 23 who performs in this State any of the duties for which he or she is 24 paid. 25 (b) Shall be deemed not to conduct a business in this State if: 26 (1) The business for which the person is responsible: 27 (I) Is not organized pursuant to this title; 28 (II) Does not have an office or base of operations in this 29 State; 30 (III) Does not have a registered agent in this State; and 31 (IV) Does not pay wages or other remuneration to a 32 natural person who performs in this State any of the duties for which 33 he or she is paid, other than wages or other remuneration paid to a 34 natural person for performing duties in connection with an activity 35 described in subparagraph (2); 36 (2) The business for which the person is responsible is 37 conducting activity in this State solely to provide vehicles or 38 equipment on a short-term basis in response to a wildland fire, a 39 flood, an earthquake or another emergency; or 40 (3) The Secretary of State determines that the person is not 41 conducting a business in this State. 42 8. As used in this section, “registered agent” has the meaning 43 ascribed to it in NRS 77.230. 44 – 4 – - *AB373* Sec. 2. NRS 86.263 is hereby amended to read as follows: 1 86.263 1. A limited-liability company shall, at the time of the 2 filing of its articles of organization with the Secretary of State, or, if 3 the limited-liability company has selected an alternative due date 4 pursuant to subsection 12, on or before that alternative due date, file 5 with the Secretary of State, on a form furnished by the Secretary of 6 State, a list that contains: 7 (a) The name of the limited-liability company; 8 (b) The file number of the limited-liability company, if known; 9 (c) The names and titles of all of its managers or, if there is no 10 manager, all of its managing members; 11 (d) The address, either residence or business, of each manager or 12 managing member listed, following the name of the manager or 13 managing member; and 14 (e) The signature of a manager or managing member of the 15 limited-liability company, or some other person specifically 16 authorized by the limited-liability company to sign the list, 17 certifying that the list is true, complete and accurate. 18 2. The limited-liability company shall thereafter, on or before 19 the last day of the month in which the anniversary date of its 20 organization occurs, or, if, pursuant to subsection 12, the limited- 21 liability company has selected an alternative due date for filing the 22 list required by subsection 1, on or before the last day of the month 23 in which the anniversary date of the alternative due date occurs in 24 each year, file with the Secretary of State, on a form furnished by 25 the Secretary of State, an annual list containing all of the 26 information required in subsection 1. 27 3. Each list required by subsections 1 and 2 must be 28 accompanied by a declaration under penalty of perjury that: 29 (a) The limited-liability company has complied with the 30 provisions of chapter 76 of NRS; 31 (b) The limited-liability company acknowledges that pursuant to 32 NRS 239.330, it is a category C felony to knowingly offer any false 33 or forged instrument for filing in the Office of the Secretary of 34 State; and 35 (c) None of the managers or managing members identified in the 36 list has been identified in the list with the fraudulent intent of 37 concealing the identity of any person or persons exercising the 38 power or authority of a manager or managing member in 39 furtherance of any unlawful conduct. 40 4. Upon filing: 41 (a) The initial list required by subsection 1, the limited-liability 42 company shall pay to the Secretary of State a fee of $150 [.] , except 43 that if an initial member or manager included in the original 44 articles of organization has received unemployment compensation 45 – 5 – - *AB373* within the 7 days immediately preceding the date of the filing of 1 the articles of organization, a fee of $25. 2 (b) Each annual list required by subsection 2, the limited- 3 liability company shall pay to the Secretary of State a fee of $150. 4 5. If a limited-liability company files an amended list of 5 managers and managing members with the Secretary of State within 6 60 days after the date on which the initial list required by subsection 7 1 is filed, the limited-liability company or the resigning manager or 8 managing member is not required to pay a fee for filing the 9 amended list. 10 6. Except as otherwise provided in subsection 5, if a manager 11 or managing member of a limited-liability company resigns and the 12 resignation is not reflected on the annual or amended list of 13 managers and managing members, the limited-liability company or 14 the resigning manager or managing member shall pay to the 15 Secretary of State a fee of $75 to file the resignation. 16 7. The Secretary of State shall, 90 days before the last day for 17 filing each list required by subsection 2, provide to each limited- 18 liability company which is required to comply with the provisions of 19 this section, and which has not become delinquent, a notice of the 20 fee due under subsection 4 and a reminder to file the list required by 21 subsection 2. Failure of any company to receive a notice does not 22 excuse it from the penalty imposed by law. 23 8. If the list to be filed pursuant to the provisions of subsection 24 1 or 2 is defective or the fee required by subsection 4 is not paid, the 25 Secretary of State may return the list for correction or payment. 26 9. An annual list for a limited-liability company not in default 27 received by the Secretary of State more than 90 days before its due 28 date shall be deemed an amended list for the previous year. 29 10. A person who files with the Secretary of State a list 30 required by subsection 1 or 2 which identifies a manager or 31 managing member with the fraudulent intent of concealing the 32 identity of any person or persons exercising the power or authority 33 of a manager or managing member in furtherance of any unlawful 34 conduct is subject to the penalty set forth in NRS 225.084. 35 11. For the purposes of this section, a member is not deemed to 36 exercise actual control of the daily operations of a limited-liability 37 company based solely on the fact that the member has voting control 38 of the limited-liability company. 39 12. The Secretary of State may allow a limited-liability 40 company to select an alternative due date for filing the list required 41 by subsection 1. 42 13. The Secretary of State may adopt regulations to administer 43 the provisions of subsection 12. 44 – 6 – - *AB373* Sec. 3. NRS 86.561 is hereby amended to read as follows: 1 86.561 1. The Secretary of State shall charge and collect for: 2 (a) Filing the original articles of organization, or for registration 3 of a foreign company, $75 [;] , except that if an initial member or 4 manager included in the original articles of organization has 5 received unemployment compensation within the 7 days 6 immediately preceding the date of the filing of the articles of 7 organization, $25; 8 (b) Amending or restating the articles of organization, amending 9 the registration of a foreign company or filing a certificate of 10 correction, $175; 11 (c) Filing the articles of dissolution of a domestic or foreign 12 company, [$100;] $25; 13 (d) Certifying a copy of articles of organization or an 14 amendment to the articles, $30; 15 (e) Certifying an authorized printed copy of this chapter, $30; 16 (f) Reserving a name for a limited-liability company, $25; 17 (g) Filing a certificate of cancellation, $100; 18 (h) Signing, filing or certifying any other record, $50; and 19 (i) Copies provided by the Office of the Secretary of State, $2 20 per page. 21 2. The Secretary of State shall charge and collect, at the time of 22 any service of process on the Secretary of State as agent for service 23 of process of a limited-liability company, $100 which may be 24 recovered as taxable costs by the party to the action causing the 25 service to be made if the party prevails in the action. 26 3. Except as otherwise provided in this section, the fees set 27 forth in NRS [Text truncated for display. Full text available on LegiScan.]