Nevada § 75.160 - Service of process on certain management persons

§ 75.160. Service of process on certain management persons

1. Every nonresident of this State who, on or after October 1, 2013, accepts election

or appointment, including reelection or reappointment, as a management person of an

entity, or who, on or after October 1, 2014, serves in such capacity, and every resident

of this State who accepts election or appointment or serves in such capacity and thereafter

removes residence from this State shall be deemed, by the acceptance or by the service,

to have consented to the appointment of the registered agent of the entity as an agent

upon whom service of process may be made in all civil actions or proceedings brought

in this State by, on behalf of or against the entity in which the management person

is a necessary or proper party, or in any action or proceeding against the management

person for a violation of a duty in such capacity, whether or not the person continues

to serve as the management person at the time the action or proceeding is commenced. The acceptance or the service by the management person shall be deemed to be signification

of the consent of the management person that any process so served has the same legal

force and validity as if served upon the management person within this State. 2. Service of process must be effected by serving the registered agent with a true

copy in the manner provided by law for service of process. In addition, the party serving the registered agent shall, within 7 days after such

service, send by registered or certified mail, postage prepaid, copies of the documents

served upon the registered agent, together with a statement that service is being

made pursuant to this section, addressed to the management person at the address as

it appears on the records of the Secretary of State, or if no such address appears,

at the address last known to the serving party. 3. The appointment of the registered agent is irrevocable. If any entity or management person fails to appoint a registered agent, or fails

to file a statement of change of registered agent pursuant to NRS 77.340 before the effective date of a vacancy in the agency pursuant to NRS 77.330 or 77.370 , on the production of a certificate of the Secretary of State showing either fact,

which is conclusive evidence of the fact so certified to be made a part of the return

of service, or if the street address of the registered agent of the entity is not

staffed as required pursuant to NRS 14.020 , which fact is to be made part of the return of service, the management person may

be served with any and all legal process, or a demand or notice described in NRS 14.020 , by delivering a copy to the Secretary of State or, in the absence of the Secretary

of State, to any deputy secretary of state, and such service is valid to all intents

and purposes. The copy must: (a) Include a specific citation to the provisions of this section. The Secretary of State may refuse to accept such service if the proper citation

is not included. (b) Be accompanied by a fee of $10. The Secretary of State shall keep a copy of the legal process received pursuant to

this section in the Office of the Secretary of State for at least 1 year after receipt

thereof and shall make those records available for public inspection during normal

business hours. 4. In all cases of service pursuant to subsection 3, the defendant has 40 days, exclusive

of the day of service, within which to answer or plead. Before such service is authorized, the plaintiff shall make or cause to be made

and filed an affidavit setting forth the facts, showing that due diligence has been

used to ascertain the whereabouts of the management person to be served, and the facts

showing that direct or personal service on, or notice to, the management person cannot

be made. 5. If it appears from the affidavit that there is a last known address of the management

person, the plaintiff shall, in addition to and after such service on the Secretary

of State, mail or cause to be mailed to the management person at such address, by

registered or certified mail, a copy of the summons and a copy of the complaint, and

in all such cases the defendant has 40 days after the date of the mailing within which

to appear in the action. 6. Service pursuant to subsection 3 provides an additional manner of serving process,

and does not affect the validity of any other valid service. 7. In any action in which any management person has been served with process pursuant

to subsection 2, the time in which a defendant is required to appear and file a responsive

pleading must be computed from the date of mailing by the serving party. The court may grant an extension of time as may be necessary to afford the management

person reasonable opportunity to defend the action. 8. In a charter or other writing, a management person or owner of any entity may consent

to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in,

a specified jurisdiction, or the exclusive jurisdiction of the courts of this State,

or the exclusivity of arbitration in a specified jurisdiction or this State, and to

be served with process in the manner prescribed in the charter or other writing. Notwithstanding any other provision of this subsection, except by agreeing to arbitrate

any arbitrable matter in a specified jurisdiction or in this State, an owner of an

entity who is not a management person may not waive its right to maintain a legal

action or proceeding in the courts of this State with respect to matters relating

to the organization or internal affairs of an entity. Without limiting or affecting the enforceability under the laws of this State governing

corporations of any consent or agreement by a management person or stockholder of

a corporation, this subsection does not apply to an entity which is a corporation. 9. This section does not limit or affect the right to serve process in any other manner

now existing or hereafter enacted. This section is an extension of, and not a limitation upon, the right otherwise

existing of service of legal process upon nonresidents. 10. As used in this section: (a) “ Charter ” means the articles of organization or an operating agreement of a limited-liability

company, the certificate of limited partnership or partnership agreement of a limited

partnership or the certificate of trust or governing instrument of a business trust. (b) “ Entity ” means a domestic: (1) Corporation, whether or not for profit; (2) Limited-liability company; (3) Limited partnership; or (4) Business trust. (c) “ Management person ” means a director, officer, manager, managing member, general partner or trustee

of an entity. (d) “ Owner ” means a member of a limited-liability company, limited partner of a limited partnership

or beneficial owner of a business trust. (e) “Registered agent” has the meaning ascribed to it in NRS 77.230 .