Nevada § 86.226 - Filing and effectiveness of certificate of amendment or judicial decree of amendment

§ 86.226. Filing and effectiveness of certificate of amendment or judicial decree of amendment

1. A signed certificate of amendment, or a certified copy of a judicial decree of

amendment, must be filed with the Secretary of State. A person who signs a certificate as an agent, officer or fiduciary of the limited-liability

company need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law,

upon receipt of all required filing fees the Secretary of State shall file the certificate. 2. A certificate of amendment or judicial decree of amendment is effective at the

time of the filing of the certificate or judicial decree with the Secretary of State

or upon a later date and time as specified in the certificate or judicial decree,

which date must not be more than 90 days after the certificate or judicial decree

is filed. If a certificate or judicial decree filed pursuant to subsection 1 specifies a later

effective date but does not specify an effective time, the certificate or judicial

decree is effective at 12:01 a.m. in the Pacific time zone on the specified later

date. 3. If a certificate filed pursuant to subsection 1 specifies a later effective date

or a later effective date and time and if the resolution of the members approving

the proposed amendment provides that one or more managers or, if management is not

vested in a manager, one or more members may abandon the proposed amendment, then

those managers or members may terminate the effectiveness of the certificate by filing

a certificate of termination with the Secretary of State that: (a) Is filed before the effective date and time specified in the certificate filed

pursuant to subsection 1 or, if the certificate specifies a later effective date but

does not specify an effective time, on or before the day preceding the specified later

date; (b) Identifies the certificate being terminated; (c) States that, pursuant to the resolution of the members, the manager of the company

or, if management is not vested in a manager, a designated member is authorized to

terminate the effectiveness of the certificate; (d) States that the effectiveness of the certificate has been terminated; (e) Is signed by a manager of the company or, if management is not vested in a manager,

a designated member; and (f) Is accompanied by a filing fee of $175.