§ 87.5443 — Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership

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 partnership’s right to transact business in this State was forfeited and renews or revives the foreign registered limited-liability partnership’s right to transact business as if such right had at all times remained in full force.

Legislative History

(Added to NRS by 2015, 1295 )