Nev. Rev. Stat. » NRS: CHAPTER 86 - LIMITED-LIABILITY COMPANIES

Nev. Rev. Stat. § 86.544

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

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NRS 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the agent of the foreign limited-liability company for service of process if the authority of the registered agent has been revoked, or if the registered agent has resigned or cannot be found or served with the exercise of reasonable diligence;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 address, either residence or business, 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.

      (Added to NRS by 2001, 1386; A 2001, 3199; 2003, 3141; 2005, 2197; 2007, 2675; 2013, 859; 2025, 809)

     

Notes of Decisions
Cited in 2 cases (2 in the last 5 years), 2021–2023 · leading case: San Francisco Comprehensive Tours, LLC v. Tripadvisor, LLC
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ESGS, Inc v. Seven Mile Food & Beverage, LLC (2023) nvd · cites it 2× “10 Plaintiff subsequently initiated the present lawsuit in state court, asserting the following 11 claims: (1) breach of contract; (2) breach of the implied covenant of good faith and fair dealing; 12 (3) fraudulent or intentional misrepresentation; (4) negligent…”
San Francisco Comprehensive Tours, LLC v. Tripadvisor, LLC (2021) nvd · cites it 3× ““Maintaining, defending or settling any proceeding” does not, however, constitute “business transacting” under NRS 86.544. See NRS 86.5483(1)(a). 25 Because Plaintiff’s lawsuit serves as its only point of contact with Nevada, Plaintiff is not “transacting business” as defined…”
— Nev. Rev. Stat. § 86.544(1) — 1 case
San Francisco Comprehensive Tours, LLC v. Tripadvisor, LLC (2021) nvd ““Maintaining, defending or settling any proceeding” does not, however, constitute “business transacting” under NRS 86.544. See NRS 86.5483(1)(a). 25 Because Plaintiff’s lawsuit serves as its only point of contact with Nevada, Plaintiff is not “transacting business” as defined…”
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