Nevada § 86.263 - Filing requirements; fees; notice; regulations

§ 86.263. Filing requirements; fees; notice; regulations

1. A limited-liability company shall, at the time of the filing of its articles of

organization with the Secretary of State, or, if the limited-liability company has

selected an alternative due date pursuant to subsection 12, on or before that alternative

due date, file with the Secretary of State, on a form furnished by the Secretary of

State, a list that contains: (a) The name of the limited-liability company; (b) The file number of the limited-liability company, if known; (c) The names and titles of all of its managers or, if there is no manager, all of

its managing members; (d) The address, either residence or business, of each manager or managing member

listed, following the name of the manager or managing member; and (e) The signature of a manager or managing member of the limited-liability company,

or some other person specifically authorized by the limited-liability company to sign

the list, certifying that the list is true, complete and accurate. 2. The limited-liability company shall thereafter, on or before the last day of the

month in which the anniversary date of its organization occurs, or, if, pursuant to

subsection 12, the limited-liability company has selected an alternative due date

for filing the list required by subsection 1, on or before the last day of the month

in which the anniversary date of the alternative due date occurs in each year, file

with the Secretary of State, on a form furnished by the Secretary of State, an annual

list containing all of the information required in subsection 1. 3. Each list required by subsections 1 and 2 must be accompanied by a declaration

under penalty of perjury that: (a) The limited-liability company has complied with the provisions of chapter 76 of

NRS; (b) The limited-liability company acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer any false or forged instrument for

filing in the Office of the Secretary of State; and (c) None of the managers or managing members identified in the list has been identified

in the list with the fraudulent intent of concealing the identity of any person or

persons exercising the power or authority of a manager or managing member in furtherance

of any unlawful conduct. 4. Upon filing: (a) The initial list required by subsection 1, the limited-liability company shall

pay to the Secretary of State a fee of $150. (b) Each annual list required by subsection 2, the limited-liability company shall

pay to the Secretary of State a fee of $150. 5. If a limited-liability company files an amended list of managers and managing members

with the Secretary of State within 60 days after the date on which the initial list

required by subsection 1 is filed, the limited-liability company or the resigning

manager or managing member is not required to pay a fee for filing the amended list. 6. Except as otherwise provided in subsection 5, if a manager or managing member of

a limited-liability company resigns and the resignation is not reflected on the annual

or amended list of managers and managing members, the limited-liability company or

the resigning manager or managing member shall pay to the Secretary of State a fee

of $75 to file the resignation. 7. The Secretary of State shall, 90 days before the last day for filing each list

required by subsection 2, provide to each limited-liability company which is required

to comply with the provisions of this section, and which has not become delinquent,

a notice of the fee due under subsection 4 and a reminder to file the list required

by subsection 2. Failure of any company to receive a notice does not excuse it from the penalty imposed

by law. 8. If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective

or the fee required by subsection 4 is not paid, the Secretary of State may return

the list for correction or payment. 9. An annual list for a limited-liability company not in default received by the Secretary

of State more than 90 days before its due date shall be deemed an amended list for

the previous year. 10. A person who files with the Secretary of State a list required by subsection 1

or 2 which identifies a manager or managing member with the fraudulent intent of concealing

the identity of any person or persons exercising the power or authority of a manager

or managing member in furtherance of any unlawful conduct is subject to the penalty

set forth in NRS 225.084 . 11. For the purposes of this section, a member is not deemed to exercise actual control

of the daily operations of a limited-liability company based solely on the fact that

the member has voting control of the limited-liability company. 12. The Secretary of State may allow a limited-liability company to select an alternative

due date for filing the list required by subsection 1. 13. The Secretary of State may adopt regulations to administer the provisions of subsection

12.