Nevada Revised Statutes Title 7. Business Associations; Securities; Commodities § 86.226. Filing and effectiveness of certificate of amendment or judicial decree of amendment

1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State.  A person who signs a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his or her authority as a prerequisite to filing.  Unless the Secretary of State finds that a certificate does not conform to law, upon receipt of all required filing fees the Secretary of State shall file the certificate.

2. A certificate of amendment or judicial decree of amendment is effective at the time of the filing of the certificate or judicial decree with the Secretary of State or upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the certificate or judicial decree is filed.  If a certificate or judicial decree filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the certificate or judicial decree is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

3. If a certificate filed pursuant to subsection 1 specifies a later effective date or a later effective date and time and if the resolution of the members approving the proposed amendment provides that one or more managers or, if management is not vested in a manager, one or more members may abandon the proposed amendment, then those managers or members 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 and time specified in the certificate filed pursuant to subsection 1 or, if the certificate specifies a later effective date but does not specify an effective time, on or before the day preceding the specified later date;

(b) Identifies the certificate being terminated;

(c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;

(d) States that the effectiveness of the certificate has been terminated;

(e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member;  and

(f) Is accompanied by a filing fee of $175.


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