Nevada Administrative Code Chapter 89 - Professional Entities and Associations
Nevada Administrative Code (NAC)
Chapter 89 — Professional Entities and Associations
Overview:
Chapter 89 governs professional entities and associations in Nevada, including professional corporations, professional limited liability companies (PLLCs), and other professional organizations. These entities are typically formed by licensed professionals such as doctors, lawyers, accountants, engineers, and other regulated occupations. The rules ensure that professional entities comply with licensing requirements, maintain ethical standards, and operate legally under Nevada law.
1. Definitions and Scope (NAC 89.010 – NAC 89.050)
Key points:
Defines essential terms, including:
Professional entity: a corporation, LLC, or association composed of licensed professionals providing services.
Licensed professional: an individual authorized to practice a regulated profession in Nevada.
Governing board: the entity responsible for regulation and oversight of professional entities.
Specifies that NAC Chapter 89 applies to all professional entities registered in Nevada.
Clarifies that these entities must comply with both corporate law and professional licensing requirements.
Why it matters:
Ensures that the legal and professional frameworks intersect, protecting both the public and licensed professionals.
2. Formation of Professional Entities (NAC 89.060 – NAC 89.120)
Key points:
Professionals may form entities such as:
Professional corporations (PCs)
Professional limited liability companies (PLLCs)
Professional associations (PAs)
Requirements include:
Filing articles of incorporation or organization with the Nevada Secretary of State.
Listing the licensed professionals and their credentials.
Stating the professional services to be provided.
Only licensed individuals in the relevant profession may own or control the entity.
Why it matters:
Ensures that professional entities are legally valid and professionally accountable.
3. Governing Structure and Management (NAC 89.130 – NAC 89.180)
Key points:
Professional entities must have a governing board, officers, or managers composed of licensed professionals.
Duties include:
Maintaining compliance with corporate and professional law.
Supervising professional practice within the entity.
Handling finances and legal obligations responsibly.
Non-licensed individuals may serve as administrative staff but cannot exercise professional authority.
Why it matters:
Ensures that professional judgment and compliance remain under qualified control, safeguarding clients and the public.
4. Licensing and Registration Compliance (NAC 89.190 – NAC 89.230)
Key points:
Professional entities must:
Obtain state licensure for the entity itself, in addition to individual licenses.
Renew registration annually with the Secretary of State and professional boards.
Notify authorities of changes in ownership, officers, or business structure.
Violations may result in suspension or revocation of the entity’s registration.
Why it matters:
Maintains a regulated standard of professional accountability, ensuring that only qualified entities can provide professional services.
5. Professional Conduct and Ethical Standards (NAC 89.240 – NAC 89.280)
Key points:
Professional entities are required to ensure that all services provided meet ethical and professional standards.
Boards may adopt rules to enforce:
Compliance with licensing board regulations.
Ethical behavior, confidentiality, and conflicts of interest policies.
Entities may face disciplinary action for violations by the entity or licensed professionals.
Why it matters:
Protects the public trust in professional services and ensures that entities uphold the highest standards of conduct.
6. Mergers, Conversions, and Structural Changes (NAC 89.290 – NAC 89.330)
Key points:
Professional entities may merge, convert, or reorganize with proper approval.
Requirements include:
Approval from the entity’s licensed members or shareholders.
Filing amended articles with the Secretary of State.
Ensuring continued compliance with professional licensing rules.
Structural changes cannot compromise the professional qualifications of owners or governance.
Why it matters:
Provides flexibility for entities to adapt their business structure while maintaining professional integrity.
7. Recordkeeping and Reporting (NAC 89.340 – NAC 89.380)
Key points:
Professional entities must maintain accurate records, including:
Ownership and membership details.
Licenses and renewals of all professionals.
Financial and corporate records.
Reports must be submitted to the Secretary of State and licensing boards as required.
Proper recordkeeping is essential for audits, regulatory compliance, and legal accountability.
Why it matters:
Ensures transparency, regulatory compliance, and continuity in professional practice.
8. Dissolution and Termination (NAC 89.390 – NAC 89.430)
Key points:
Professional entities may be dissolved voluntarily or involuntarily.
Procedures include:
Settling debts and obligations.
Notifying regulatory authorities and clients.
Filing articles of dissolution with the Secretary of State.
Licensed professionals may face restrictions if the entity is dissolved improperly.
Why it matters:
Provides a structured and lawful way to terminate professional entities, protecting creditors, clients, and regulatory compliance.
✅ Summary of Key Rule Areas
| Rule Section | What It Regulates | Core Purpose |
|---|---|---|
| NAC 89.010–050 | Definitions and scope | Clarifies terms and applicability |
| NAC 89.060–120 | Formation | Establishes legal creation of professional entities |
| NAC 89.130–180 | Governance | Management and control by licensed professionals |
| NAC 89.190–230 | Licensing compliance | Ensures regulatory and professional adherence |
| NAC 89.240–280 | Professional conduct | Upholds ethical and professional standards |
| NAC 89.290–330 | Structural changes | Regulates mergers, conversions, and reorganizations |
| NAC 89.340–380 | Recordkeeping | Maintains transparency and accountability |
| NAC 89.390–430 | Dissolution | Provides procedures for lawful termination |
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