NRS 89.258
Renewal or revival of articles of association: Procedure
- fee
- certificate as evidence
- status of association.
1.
Except as otherwise provided in NRS 89.251, a professional association which did exist or is existing under NRS 89.200 to 89.270, inclusive, may, upon complying with the provisions of NRS 89.256, procure a renewal or revival of its articles of association 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 articles of association and amendments thereto, or existing articles of association, by filing:(a)
A certificate with the Secretary of State, which must set forth:(1)
The name of the professional association, which must be the name of the professional association at the time of the renewal or revival, or its name at the time its original articles of association expired.(2)
The information required pursuant to NRS 77.310.(3)
The date on which the renewal or revival of the professional association’s articles of association is to commence or be effective, which may be, in cases of a revival, before the date of the certificate of revival.(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 professional association desiring to renew or revive its articles of association is, or has been, organized and carrying on the business authorized by its existing or original articles of association and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.(b)
A list of its members and employees who are licensed or otherwise authorized by law to render professional services in this State 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 owners of the membership interests in the professional association.2.
A professional association whose articles of association have expired and are being renewed shall cause the certificate to be signed by a member of the professional association. The certificate of renewal must be approved by a majority of the members who hold a membership interest in the professional association.3.
A professional association seeking to revive its original or amended articles of association shall cause the certificate of revival to be signed by a person or persons designated or appointed by the members of the professional association. The signing and filing of the certificate of revival must be approved by the written consent of the holders of a membership interest in the professional association holding at least a majority of the voting power and must contain a recital that this consent was secured. The professional association shall pay to the Secretary of State the fee required to form a new professional association pursuant to the provisions of NRS 89.200 to 89.270, inclusive.4.
The filed certificate of renewal or revival, 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 do business in this State of the professional association named therein.5.
A renewal or revival pursuant to this section relates back to the date on which the professional association’s articles of association expired or was revoked and renews or revives the professional association’s articles of association and right to transact business as if such right had at all times remained in full force.6.
A professional association that has revived or renewed its articles of association pursuant to the provisions of this section:(a)
Is a professional association and continues to be a professional association for the time stated in the certificate of revival or renewal;(b)
Possesses the rights, privileges and immunities conferred by the original articles of association and by NRS 89.200 to 89.270, inclusive; and(c)
Is subject to the restrictions and liabilities set forth in NRS 89.200 to 89.270, inclusive.
Source:
Section 89.258 — Renewal or revival of articles of association: Procedure; fee; certificate as evidence; status of association., https://www.leg.state.nv.us/NRS/NRS-089.html#NRS089Sec258.