Nevada Code § 87.5443

Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership
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1. Except as otherwise provided in NRS 87.5413 , any foreign registered
limited-liability partnership which has forfeited its right to transact business
in this State under the provisions of this chapter may, upon complying with the
provisions of NRS 87.5435 , procure a
renewal or revival of its right to transact business in this State for any
period, together with all the rights, franchises, privileges and immunities,
and subject to all its existing and preexisting debts, duties and liabilities
secured or imposed by its original certificate authorizing it to transact
business in this State and amendments thereto, or existing certificate, by
filing:
(a) A certificate with the Secretary of State,
which must set forth:
(1) The name of the foreign registered
limited-liability partnership, which must be the name of the foreign registered
limited-liability partnership at the time of the renewal or revival, or its
name at the time of the expiration of its original certificate authorizing it
to transact business in this State.
(2) The information required pursuant to NRS 77.310 .
(3) The date on which the renewal or
revival of the right to transact business in this State is to commence or be
effective, which may be, in cases of a revival, before the date of the
certificate.
(4) Whether or not the renewal or revival
is to be perpetual and, if not perpetual, the time for which the renewal or
revival is to continue.
(5) That the foreign registered
limited-liability partnership desiring to renew or revive its right to transact
business in this State is, or has been, organized and carrying on the business
authorized by its existing or original certificate authorizing it to transact
business in this State and amendments thereto, and desires to renew or continue
through revival its transaction of business in this State pursuant to and
subject to the provisions of this chapter.
(b) A list of its managing partners, or the
equivalent thereof, and their addresses, either residence or business.
(c) A declaration under penalty of perjury, on a
form provided by the Secretary of State, that the renewal or revival is
authorized by a court of competent jurisdiction in this State or by the
managing partners of the foreign registered limited-liability partnership.
2. A foreign registered limited-liability
partnership whose registration has not expired and is being renewed shall cause
the certificate of renewal to be signed by a managing partner of the foreign
registered limited-liability partnership. The certificate of renewal must be approved
by a majority of the managing partners.
3. A foreign registered limited-liability
partnership seeking to revive its original or amended certificate authorizing
it to transact business in this State shall cause the certificate of revival to
be signed by a person or persons designated or appointed by the managing
partners of the foreign registered limited-liability partnership. The signing
and filing of the certificate must be approved by the written consent of the
managing partners of the foreign registered limited-liability partnership
holding at least a majority of the voting power and must contain a recital that
this consent was secured. The foreign registered limited-liability partnership
shall pay to the Secretary of State the fee required to qualify a foreign
registered limited-liability partnership to transact business in this State
pursuant to the provisions of NRS 87.5405 to 87.5443 , inclusive.
4. The filed certificate, or a copy
thereof which has been certified under the hand and seal of the Secretary of
State, must be received in all courts and places as prima facie evidence of the
facts therein stated and of the qualification to transact business in this
State of the foreign registered limited-liability partnership named therein.
5. Except as otherwise provided in NRS 87.544 , a renewal or revival pursuant
to this section relates back to the date on which the foreign registered
limited-liability partnerships right to transact business in this State was
forfeited and renews or revives the foreign registered limited-liability
partnerships right to transact business as if such right had at all times
remained in full force.

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