NRS 86.431
Indemnification of manager, member, employee or agent: Scope

  • authorization.

1.

To the extent that a manager, member, employee or agent of a limited-liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in NRS 86.411 and 86.421, or in defense of any claim, issue or matter therein, the company shall indemnify him or her against expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with the defense.

2.

Any indemnification under NRS 86.411 and 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the limited-liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances. The determination must be made:

(a)

By the members or managers as provided in the articles of organization or the operating agreement;

(b)

If there is no provision in the articles of organization or the operating agreement, by a majority in interest of the members who are not parties to the action, suit or proceeding;

(c)

If a majority in interest of the members who are not parties to the action, suit or proceeding so order, by independent legal counsel in a written opinion; or

(d)

If members who are not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Source: Section 86.431 — Indemnification of manager, member, employee or agent: Scope; authorization., https://www.­leg.­state.­nv.­us/NRS/NRS-086.­html#NRS086Sec431.

86.011
Definitions. 86.022
“Articles” and “articles of organization” defined. 86.031
“Bankrupt” defined. 86.051
“Foreign limited-liability company” defined. 86.061
“Limited-liability company” and “company” defined. 86.065
“Majority in interest” defined. 86.071
“Manager” defined. 86.081
“Member” defined. 86.091
“Member’s interest” defined. 86.095
“Noneconomic member” defined. 86.101
“Operating agreement” defined. 86.105
“Personal representative” defined. 86.111
“Real property” defined. 86.118
“Registered agent” defined. 86.121
“Registered office” defined. 86.131
Applicability of chapter to foreign and interstate commerce. 86.135
Amendment or repeal of provisions of chapter 86.137
Secretary of State authorized to adopt certain regulations to allow limited-liability company to carry out powers and duties through most recent technology. 86.138
Company records: Manner of storage 86.141
Purpose for organization 86.151
Filing requirements. 86.155
Perpetual existence of company. 86.161
Articles of organization: Required and optional provisions. 86.171
Name of company: Distinguishable name required 86.176
Name of company: Reservation 86.201
Commencement of organizational existence. 86.211
Articles of organization: Notice imparted by filing. 86.213
Penalty for purporting to do business as limited-liability company without filing articles of organization 86.216
Amendment of articles of organization before issuance of member’s interest. 86.221
Amendment and restatement of articles of organization. 86.226
Filing and effectiveness of certificate of amendment or judicial decree of amendment. 86.231
Registered agent required 86.236
Registered agent of series 86.241
Maintenance of records at principal office in State or with custodian of records 86.243
Denial of right to obtain or examine records 86.246
Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers 86.251
Resignation of registered agent or termination of registration of commercial registered agent. 86.261
Service of process, notice or demand upon registered agent. 86.263
Filing requirements 86.264
Additional filing requirements for certain companies: Criteria 86.266
Certificate of authorization to transact business. 86.269
Addresses of managers and members required 86.272
Defaulting companies: Identification 86.274
Defaulting companies: Duties of Secretary of State 86.276
Defaulting companies: Conditions and procedure for reinstatement. 86.278
Defaulting companies: Reinstatement under old or new name 86.281
General powers. 86.286
Operating agreement. 86.291
Management. 86.293
Noneconomic members. 86.296
Classes of members or managers 86.298
Duties of manager or managing member. 86.301
Limitation on authority to contract debt or incur liability. 86.311
Acquisition, ownership and disposition of property by company and series. 86.321
Contributions to capital: Form. 86.326
Admission of members 86.331
Resignation or withdrawal of member: Limitation 86.335
Resignation or withdrawal of member in violation of operating agreement 86.341
Distribution of profits. 86.343
Distribution of profits and contributions: Prohibition 86.345
Distributions: Limitations applicable to restricted limited-liability companies. 86.346
Distributions: Form 86.351
Nature and transfer of member’s interest 86.361
Liability of persons assuming to act as company without authority. 86.371
Liability of member or manager for debts or liabilities of company. 86.376
Liability of person who acts as alter ego of company for debts or liabilities of company. 86.381
Member of company is not proper party in proceeding by or against company 86.391
Liability of member to company. 86.401
Rights and remedies of creditor of member. 86.411
Indemnification of manager, member, employee or agent: Proceeding other than by company. 86.421
Indemnification of manager, member, employee or agent: Proceeding by company. 86.431
Indemnification of manager, member, employee or agent: Scope 86.441
Indemnification of member or manager: Advancement of expenses. 86.451
Indemnification of manager, member, employee or agent: Effect of provisions on other rights 86.461
Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent. 86.471
Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent. 86.481
Exclusion of company which provides self-insurance from title 57 of NRS. 86.483
Authority of member to bring action. 86.485
Qualifications of plaintiff. 86.487
Pleading. 86.489
Expenses. 86.490
Dissolution before commencement of business 86.491
Events requiring dissolution and winding up of affairs 86.495
Dissolution by decree of court 86.505
Continuation of company after dissolution for winding up of affairs 86.521
Distribution of assets after dissolution. 86.531
Articles of dissolution: Required provisions. 86.541
Filing and effectiveness of articles of dissolution 86.542
Creditors’ proofs of claims 86.543
Law governing organization, internal affairs and liability of managers and members. 86.544
Filing requirements 86.545
Issuance of certificate of registration by Secretary of State. 86.546
Name for registration. 86.547
Cancellation of registration. 86.548
Penalty for transacting business without registration 86.549
Action by Attorney General to restrain transaction of business. 86.555
Issuance of occupational or professional license to limited-liability company by board or commission 86.557
Form required for filing of records. 86.561
Fees. 86.563
Procedure to submit replacement page to Secretary of State before actual filing of record. 86.566
Filing of records written in language other than English. 86.568
Correction of inaccurate or defective record filed with Secretary of State 86.571
Waiver of notice. 86.580
Renewal or revival of charter: Procedure 86.590
Renewal or revival of charter: Status of company. 86.1252
“Restricted limited-liability company” defined. 86.1255
“Series” and “series of members” defined. 86.4895
Dissolution of company whose charter has been revoked without additional fees and penalties 86.5411
Application of creditors or members of insolvent company for injunction and appointment of receiver or trustee 86.5412
Appointment of receiver or trustee of insolvent company: Powers. 86.5413
Property and privileges of insolvent company vest in appointed receiver. 86.5414
Company may resume control upon payment of debts and receipt of capital to conduct business 86.5415
Members’ application for injunction and appointment of receiver when company mismanaged. 86.5416
Reorganization of company by majority of members during receivership. 86.5417
Powers of district court. 86.5418
Receiver to take possession of company assets upon court order. 86.5419
Inventory, lists of debts and reports by receiver. 86.5421
Creditors’ claims to be in writing under oath 86.5422
Action on creditors’ claims 86.5423
Substitution of receiver as party 86.5424
Sales of encumbered or deteriorating property. 86.5425
Compensation, costs and expenses of receiver. 86.5426
Distribution of money to creditors and members. 86.5427
Acts of majority of receivers effectual 86.5428
Employees’ liens for wages when company insolvent. 86.5461
Annual list: Filing requirements 86.5462
Additional filing requirements for certain companies: Criteria 86.5463
Certificate of authorization to transact business. 86.5464
Addresses of managers or managing members required 86.5465
Defaulting companies: Identification 86.5466
Defaulting companies: Duties of Secretary of State. 86.5467
Defaulting companies: Conditions and procedure for reinstatement. 86.5468
Defaulting companies: Reinstatement or revival under old or new name 86.5469
Cancellation of registration without additional fees and penalties 86.5475
Renewal or revival of right to transact business: Procedure 86.5483
Activities not constituting transaction of business. 86.5487
Determination of whether solicitation is made or accepted. 86.54615
List or statement to be maintained at principal office in State or with custodian of records
Last Updated

Jun. 24, 2021

§ 86.431’s source at nv​.us