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Current as of January 01, 2025 | Updated by Findlaw Staff
1. For any limited-liability company where management is vested in one or more managers and where no member's interest in the limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may amend the articles of organization of the limited-liability company by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that:
(a) The signers thereof are at least two-thirds of the organizers or the managers of the limited-liability company, and state the name of the limited-liability company; and
(b) As of the date of the certificate, no member's interest in the limited-liability company has been issued.
2. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. If a certificate filed pursuant to this section specifies a later effective date and if no member's interest in the limited-liability company has been issued, the managers of the limited-liability company 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 specified in the certificate filed with the Secretary of State pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that no member's interest in the limited-liability company has been issued;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by at least two-thirds of the managers; and
(f) Is accompanied by a filing fee of $175.
4. This section does not permit the insertion of any matter not in conformity with this chapter.
Cite this article: FindLaw.com - Nevada Revised Statutes Title 7. Business Associations; Securities; Commodities § 86.216. Amendment of articles of organization before issuance of member's interest - last updated January 01, 2025 | https://codes.findlaw.com/nv/title-7-business-associations-securities-commodities/nv-rev-st-86-216/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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