86.226 - Filing of certificate of amendment or judicial decree of amendment; effective date. - Nevada Statutes

86.226  Filing of certificate of amendment or judicial decree of amendment; effective date.

      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 upon filing the certificate with the Secretary of State or upon a later date specified in the certificate or judicial decree, which must not be more than 90 days after the certificate or judicial decree is filed.

      3.  If a certificate specifies an effective date 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 specified in the certificate or judicial decree filed pursuant to subsection 1;

      (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.

      (Added to NRS by 1993, 1009; A 1995, 2109; 1997, 717; 1999, 1613; 2001, 1388, 3180, 3199; 2003, 3138; 2003, 20th Special Session, 65; 2005, 2193)