Nevada § 86.544 - Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration

§ 86.544. Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration

1. Before transacting business in this State, a foreign limited-liability company

must register with the Secretary of State. A person shall not register a foreign limited-liability company with the Secretary

of State for any illegal purpose or with the fraudulent intent to conceal any business

activity, or lack thereof, from another person or a governmental agency. 2. In order to register, a foreign limited-liability company must submit to the Secretary

of State an application for registration as a foreign limited-liability company, signed

by a manager of the company or, if management is not vested in a manager, a member

of the company, or by some other person specifically authorized by the foreign limited-liability

company to sign the application. The application for registration must set forth: (a) The name of the foreign limited-liability company and, if different, the name

under which it proposes to register and transact business in this State; (b) The jurisdiction and date of its formation; (c) A declaration of the existence of the foreign limited-liability company and that

the foreign limited-liability company is in good standing in the jurisdiction in which

it was formed; (d) The information required pursuant to NRS 77.310 ; (e) A statement that the Secretary of State is appointed the agent of the foreign

limited-liability company for service of process if the authority of the registered

agent has been revoked, or if the registered agent has resigned or cannot be found

or served with the exercise of reasonable diligence; (f) The address of the office required to be maintained in the state of its organization

by the laws of that state or, if not so required, of the principal office of the foreign

limited-liability company; (g) The name and business address of each manager or, if management is not vested

in a manager, each member; (h) The address of the office at which is kept a list of the names and addresses of

the members and their capital contributions, together with an undertaking by the foreign

limited-liability company to keep those records until the registration in this State

of the foreign limited-liability company is cancelled or withdrawn; and (i) If the foreign limited-liability company has one or more series of members and

if the debts or liabilities of a series are enforceable against the assets of that

series only and not against the assets of the company generally or another series,

a statement to that effect.