SB75 - Revises various provisions relating to businesses in this State. (BDR 7-484)

EXEMPT (Reprinted with amendments adopted on April 21, 2025) FIRST REPRINT S.B. 75 - *SB75_R1* SENATE BILL NO. 75–COMMITTEE ON JUDICIARY (ON BEHALF OF THE SECRETARY OF STATE) PREFILED NOVEMBER 20, 2024 ____________ Referred to Committee on Judiciary SUMMARY—Revises various provisions relating to businesses in this State. (BDR 7-484) 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; authorizing the Secretary of State to adopt regulations to decrease the amount of the fee for the issuance or renewal of a state business license and certain filing fees paid by business entities; authorizing the Secretary of State to adopt regulations to decrease certain penalties and fees for failing to obtain or renew a state business license or timely file certain documents; revising provisions governing the renewal of a state business license; requiring an electronic mail address to be included in certain filings related to registered agents; authorizing the Office of the Secretary of State to accept records written in a language other than English under certain circumstances; revising provisions governing acceptance by the Secretary of State of certain documents on behalf of a business entity whose name includes certain words associated with professions regulated by the State Board of Architecture, Interior Design and Residential Design; eliminating fees for the filing of documents to dissolve or cancel the registration of a business entity; revising provisions governing the registration of trademarks, trade names and service marks with the Secretary of State; authorizing the Board to accept proof of receipt of the Pritzker Architecture Prize in lieu of an examination for registration as an architect; and providing other matters properly relating thereto. – 2 – - *SB75_R1* Legislative Counsel’s Digest: Existing law requires each person conducting a business in this State to obtain a 1 state business license issued by the Secretary of State. (NRS 76.100) Existing law 2 also: (1) establishes certain fees that are required to be paid to the Secretary of State 3 to form a business entity or transact business in this State as a foreign business 4 entity; and (2) requires business entities to file an annual list of the officers, 5 directors, members and partners, as applicable, of the business entity, and pay an 6 annual fee to the Secretary of State to maintain the authority to transact business in 7 this State as a business entity. (See, e.g., NRS 78.150, 78.760, 80.050, 80.110, 8 86.263, 86.5461, 86.561) Sections 1, 3, 4, 7-9, 10, 13-16, 18-21, 23, 25-27, 29-35, 9 37, 39-44, 47-53, 56-69 and 71-74 of this bill authorize the Secretary of State to 10 establish by regulation lower amounts for: (1) the annual state business license fee, 11 the fees to form a business entity or transact business in this State as a foreign 12 business entity in this State, and the fees for the filing of an annual list by a 13 business entity; and (2) the penalties and fees for failing to pay such fees in a timely 14 manner. Sections 2 and 75 of this bill make conforming changes to update 15 references to provisions renumbered by this bill. 16 Existing law imposes fees to file certain documents with the Secretary of State 17 to dissolve a business entity or cancel the registration of a foreign business entity. 18 (NRS 78.780, 82.531, 84.015, 86.561, 87.470, 87A.315, 88.415, 88A.900) Sections 19 9.5, 18.5, 23, 25, 31.5, 34.5, 35, 38.5, 41.5, 50, 50.5, 53.5, 59, 59.5, 62.5, 65.5, 20 68.5, 69 and 79.7 of this bill eliminate these fees. 21 Existing law requires the Secretary of State to send a notice to a person who 22 holds a state business license notifying the person of the fee to renew the license 23 and the requirement to file an application for renewal of the license. (NRS 76.130) 24 Section 4 of this bill authorizes the Secretary of State to provide this notice 25 electronically, unless the person has requested to receive communications by mail. 26 Section 4 also authorizes the Secretary of State to establish a procedure for a 27 person who has provided payment information to the Secretary of State to apply to 28 automatically renew his or her state business license and pay the fee. 29 Existing law requires certain entities doing business in this State to appoint and 30 keep a registered agent who resides or is located in this State upon whom legal 31 process may be served. (NRS 14.020) The Model Registered Agents Act governs 32 registered agents. (Chapter 77 of NRS) Section 4.5 of this bill requires, whenever a 33 provision of the Model Registered Agents Act requires a filing to state an address, 34 the filing to include an electronic mail address in addition to a physical address. 35 Existing law prohibits certain records which are written in a language other 36 than English from being filed or submitted for filing in the Office of the Secretary 37 of State unless accompanied by a verified translation of that record into the English 38 language. (NRS 78.028, 78A.015, 81.003, 82.528, 84.008, 86.566, 87A.270, 39 88.338, 89.027, 600.025) Sections 5, 11, 17, 22, 24, 36, 46, 55, 70 and 76 of this 40 bill authorize the Office of the Secretary of State to accept for filing a record which 41 is written in a language other than English if the Secretary of State determines that 42 sufficient resources are available to provide for a verified translation of that record 43 into the English language. 44 Existing law prohibits the Secretary of State from accepting for filing 45 documents used to form certain business entities, documents which amend the 46 documents used to form such entities or the records required to be filed by a foreign 47 corporation before doing business in this State, if the document or record provides 48 that the name of the business entity contains the words “architect,” “architecture,” 49 “registered architect,” “licensed architect,” “registered interior designer,” 50 “registered interior design,” “residential designer,” “registered residential 51 designer,” “licensed residential designer” or “residential design,” unless the State 52 Board of Architecture, Interior Design and Residential Design certifies that: (1) the 53 principals of the business entity hold a certificate of registration to practice the 54 – 3 – - *SB75_R1* relevant profession; or (2) the business entity meets the requirements to do business 55 as an entity whose ownership consists of both persons who are qualified to practice 56 the relevant profession and persons who are not so qualified or who are qualified to 57 practice a different profession regulated by the Board. (NRS 78.045, 80.010, 58 86.171, 87.450, 87A.175, 88.320, 623.349) As an alternative to a certification from 59 the Board, Sections 6, 12, 28, 38, 45, and 54 of this bill authorize the Secretary of 60 State to accept documents on behalf of a business entity that uses one of the 61 restricted professional titles in its name if the principals of the business entity 62 present documentation satisfactory to the Secretary of State that: (1) the principals 63 hold a certificate of registration to practice the relevant profession; or (2) the 64 business entity meets the requirements to do business as an entity whose ownership 65 consists of both persons who are qualified to practice the relevant profession and 66 persons who are not so qualified or who are qualified to practice a different 67 profession regulated by the Board. 68 Existing law prohibits a person from practicing architecture in this State 69 without a certificate of registration issued by the State Board of Architecture, 70 Interior Design and Residential Design. (NRS 623.180) Before receiving a 71 certificate of registration, existing law requires an applicant to pass an examination 72 adopted by the Board. (NRS 623.200) Section 79.3 of this bill authorizes the Board 73 to accept, in lieu of an examination, evidence that the application is a laureate of the 74 Pritzker Architecture Prize. 75 Existing law authorizes a person who is using a trademark, trade name or 76 service mark in this State to register that mark with the Secretary of State. (NRS 77 600.340) The Secretary of State is authorized, for the purposes of administrative 78 convenience, to adopt regulations that define general classes of goods and services 79 for which a mark may be registered. (NRS 600.400) An application for registration 80 must identify the class of the goods or services, as designated by the Secretary of 81 State, in connection with which the mark is used. (NRS 600.340) Section 79 of this 82 bill removes the authority for the Secretary of State to define the classes of goods 83 and services for which a mark may be registered and instead sets forth the schedule 84 of classes of goods and services adopted by the United States Patent and Trademark 85 Office for the purpose of classifying marks which are registered federally. Section 86 77 of this bill makes a conforming change to reflect that the classes of goods and 87 services for which a mark may be registered will no longer be defined by the 88 Secretary of State. 89 Existing law authorizes a person to assign a mark and its registration. (NRS 90 600.370) Section 78 of this bill requires an assignment of a mark to be made on a 91 form prescribed by the Secretary of State. 92 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 (a) An entity required to file an initial or annual list with the 5 Secretary of State pursuant to this title, the person must obtain the 6 state business license at the time of filing the initial or annual list. 7 – 4 – - *SB75_R1* (b) Not 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 before conducting a business in this State. 3 2. An application for a state business license must: 4 (a) Be made upon a form prescribed by the Secretary of State; 5 (b) Set forth the name under which the applicant transacts or 6 intends to transact business, or if the applicant is an entity organized 7 pursuant to this title and on file with the Secretary of State, the exact 8 name on file with the Secretary of State, the business identification 9 number as assigned by the Secretary of State pursuant to NRS 10 225.082, and the location in this State of the place or places of 11 business; 12 (c) [Be] Except as otherwise provided in subsection 3, be 13 accompanied by a fee in the amount of $200, except that if the 14 applicant is a corporation organized pursuant to chapter 78, 78A or 15 78B of NRS, or a foreign corporation required to file an initial or 16 annual list with the Secretary of State pursuant to chapter 80 of 17 NRS, the application must be accompanied by a fee of $500; and 18 (d) Include any other information that the Secretary of State 19 deems necessary. 20  If the applicant is an entity organized pursuant to this title and on 21 file with the Secretary of State and the applicant has no location in 22 this State of its place of business, the address of its registered agent 23 shall be deemed to be the location in this State of its place of 24 business. 25 3. The Secretary of State may establish by regulation the 26 amount of the fee that must accompany an application for a state 27 business license pursuant to subsection 2, which must not exceed 28 the amount of the corresponding fee set forth in subsection 2. If 29 the Secretary of State establishes by regulation the amount of such 30 a fee, an application for a state business license must be 31 accompanied by a fee in the amount established by the Secretary 32 of State by regulation. 33 4. 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.] 5. If the application for a state business license is defective 43 in any respect or the fee required by this section is not paid, the 44 – 5 – - *SB75_R1* Secretary of State may return the application for correction or 1 payment. 2 [5.] 6. A state business license issued pursuant to this section 3 must contain the business identification number assigned by the 4 Secretary of State pursuant to NRS 225.082. 5 [6.] 7. The state business license required to be obtained 6 pursuant to this section is in addition to any license to conduct 7 business that must be obtained from the local jurisdiction in which 8 the business is being conducted. 9 [7.] 8. 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 [Text truncated for display. 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