| CHAPTER
78 - PRIVATE CORPORATIONS
GENERAL PROVISIONS
NRS 78.010 Definitions; construction.
NRS 78.015 Applicability of chapter; effect on corporations
existing before April 1, 1925.
NRS 78.020 Limitations on incorporation under chapter; compliance
with other laws.
NRS 78.025 Reserved power of State to amend or repeal chapter;
chapter part of corporation’s charter.
NRS 78.026 Form required for filing of records.
NRS 78.027 Corporate records: Microfilming; imaging; return.
NRS 78.028 Filing of records written in language other than
English.
NRS 78.029 Procedure to submit replacement page to Secretary
of State before actual filing of record.
NRS 78.0295 Correction of inaccurate or defective record
filed with Secretary of State.
NRS 78.0297 Corporate records: Manner of storage; conversion
into clear and legible paper form; admissibility in evidence.
NRS 78.0298 Records or signatures maintained by corporation.
FORMATION
NRS 78.030 Filing requirements.
NRS 78.035 Articles of incorporation: Required provisions.
NRS 78.037 Articles of incorporation: Optional provisions.
NRS 78.039 Name of corporation: Distinguishable name required;
availability of name of revoked, merged or otherwise terminated
corporation; regulations.
NRS 78.040 Name of corporation: Reservation; injunctive relief.
NRS 78.045 Articles of incorporation: Approval or certification
required before filing of certain articles or amendments.
NRS 78.050 Commencement of corporate existence.
NRS 78.055 Acceptable evidence of incorporation.
POWERS
NRS 78.060 General powers.
NRS 78.065 Adoption and use of corporate seal or stamp.
NRS 78.070 Specific powers.
NRS 78.075 Railroad companies: Powers.
NRS 78.080 Railroad companies: Rights-of-way granted by the
State, counties and municipalities; limitations; reversion
on abandonment; duties of companies.
NRS 78.085 Railroad companies: Filing and recording of certified
maps and profiles.
REGISTERED OFFICE AND RESIDENT AGENT
NRS 78.090 Resident agent required; address of registered
office; powers of bank or corporation who is resident agent;
penalty for noncompliance; service upon resident agent in
lieu of corporation.
NRS 78.095 Change of address of resident agent and registered
office.
NRS 78.097 Resident agent: Resignation; designation of successor
after death, resignation or removal from State.
NRS 78.105 Maintenance of records at registered office; inspection
and copying of records; civil liability; penalties.
NRS 78.107 Denial of request for inspection of records; defense
to action for penalties or damages; authority of court to
compel production of records.
NRS 78.110 Resident agent: Revocation of appointment; change
of name.
DIRECTORS AND OFFICERS
NRS 78.115 Board of directors: Number and qualifications.
NRS 78.120 Board of directors: General powers.
NRS 78.125 Committees of board of directors: Designation;
powers; membership.
NRS 78.130 Officers of corporation: Selection; qualifications;
terms; powers and duties; filling of vacancies.
NRS 78.135 Authority of directors and representatives of
corporation.
NRS 78.138 Directors and officers: Exercise of powers; performance
of duties; presumptions and considerations; liability to corporation
and stockholders.
NRS 78.139 Directors and officers: Duties, presumptions and
powers when confronted with change or potential change in
control of corporation.
NRS 78.140 Restrictions on transactions involving interested
directors or officers; compensation of directors.
ANNUAL LIST; DEFAULTING CORPORATIONS
NRS 78.150 Filing requirements; fees; powers and duties of
Secretary of State.
NRS 78.153 Additional filing requirements for certain corporations:
Criteria; statement; fees.
NRS 78.155 Certificate of authorization to transact business.
NRS 78.165 Addresses of officers and directors required;
failure to file.
NRS 78.170 Defaulting corporations: Identification; reinstatement
of corporation which is unit-owners’ association; penalty.
NRS 78.175 Defaulting corporations: Duties of Secretary of
State; revocation of charter and forfeiture of right to transact
business; distribution of assets.
NRS 78.180 Defaulting corporations: Conditions and procedure
for reinstatement.
NRS 78.185 Defaulting corporations: Reinstatement under old
or new name; regulations.
STOCK AND OTHER SECURITIES; DISTRIBUTIONS
NRS 78.191 “Distribution” defined.
NRS 78.195 Issuance of more than one class or series of stock;
rights of stockholders.
NRS 78.1955 Establishment of matters regarding class or series
of stock by resolution of board of directors.
NRS 78.196 Required and authorized classes or series of stock;
shares called for redemption.
NRS 78.197 Rights of persons holding obligations of corporation.
NRS 78.200 Rights or options to purchase stock.
NRS 78.205 Fractions of shares: Issuance; alternatives to
issuance.
NRS 78.2055 Decrease in number of issued and outstanding
shares of class or series: Resolution by board of directors;
approval by stockholders; rights of stockholders.
NRS 78.207 Change in number of authorized shares of class
or series: Resolution by board of directors; approval by stockholders;
rights of stockholders.
NRS 78.209 Change in number of authorized shares of class
or series: Filing and effectiveness of certificate of change;
amendment of articles of incorporation.
NRS 78.211 Consideration for shares: Authority of board of
directors; effect of receipt; corporate action pending receipt
in future.
NRS 78.215 Issuance of shares for consideration or as share
dividend.
NRS 78.220 Subscriptions for corporate shares: Payment; default;
irrevocability.
NRS 78.225 Stockholder’s liability: No individual liability
except for payment for which shares were authorized to be
issued or which was specified in subscription agreement.
NRS 78.230 Liability of holder of stock as collateral security;
liability of executors, administrators, guardians and trustees.
NRS 78.235 Stock certificates: Validation; facsimile signatures;
uncertificated shares and informational statements; replacement.
NRS 78.240 Shares of stock are personal property; transfers.
NRS 78.242 Restrictions on transfer of stock.
NRS 78.245 Corporate stocks, bonds and securities not taxed
when owned by nonresidents or foreign corporations.
NRS 78.250 Cancellation of outstanding certificates or change
in informational statements: Issuance of new certificates
or statements; order for surrender of certificates; penalties
for failure to comply.
NRS 78.257 Right of stockholders to inspect, copy and audit
financial records; exceptions; civil and criminal liability;
penalty.
NRS 78.265 Preemptive rights of stockholders in corporations
organized before October 1, 1991.
NRS 78.267 Preemptive rights of stockholders in corporations
organized on or after October 1, 1991.
NRS 78.275 Assessments on stock: Levy and collection; sale
after default in payment.
NRS 78.280 Purchase by corporation of its own stock at assessment
sale when no other available purchaser.
NRS 78.283 Treasury shares: Definition; limitations; retirement
and disposal.
NRS 78.288 Distributions to stockholders.
NRS 78.300 Liability of directors for unlawful distributions.
NRS 78.307 “Investment company” and “open-end
investment company” defined; redemption of shares by
open-end investment company.
MEETINGS, ELECTIONS, VOTING AND NOTICE
NRS 78.310 Stockholders’ and directors’ meetings:
Location; authority to call.
NRS 78.315 Directors’ meetings: Quorum; consent for
actions taken without meeting; participation by telephone
or similar method.
NRS 78.320 Stockholders’ meetings: Quorum; consent
for actions taken without meeting; participation by telephone
or similar method.
NRS 78.325 Actions at meetings not regularly called: Ratification
and approval.
NRS 78.330 Directors: Election; terms; classification; voting
power.
NRS 78.335 Directors: Removal; filling of vacancies.
NRS 78.340 Failure to hold election of directors on regular
day does not dissolve corporation.
NRS 78.345 Election of directors by order of court upon failure
of regular election.
NRS 78.347 Application by stockholder for order of court
appointing custodian or receiver; authority of custodian.
NRS 78.350 Voting rights of stockholders; determination of
stockholders entitled to notice of and to vote at meeting.
NRS 78.352 Voting rights: Persons holding stock in fiduciary
capacity; persons whose stock is pledged; joint owners of
stock.
NRS 78.355 Stockholders’ proxies.
NRS 78.360 Cumulative voting.
NRS 78.365 Voting trusts.
NRS 78.370 Notice to stockholders.
NRS 78.375 Waiver of notice.
ACQUISITION OF CONTROLLING INTEREST
NRS 78.378 Applicability; imposition of stricter requirements;
protection of corporation and its stockholders.
NRS 78.3781 Definitions.
NRS 78.3782 “Acquiring person” defined.
NRS 78.3783 “Acquisition” defined.
NRS 78.3784 “Control shares” defined.
NRS 78.3785 “Controlling interest” defined.
NRS 78.3786 “Fair value” defined.
NRS 78.3787 “Interested stockholder” defined.
NRS 78.3788 “Issuing corporation” defined.
NRS 78.3789 Delivery of offeror’s statement by acquiring
person; contents of statement.
NRS 78.379 Voting rights of acquiring person; meeting of
stockholders; statements to accompany notice of meeting.
NRS 78.3791 Approval of voting rights of acquiring person.
NRS 78.3792 Redemption of control shares.
NRS 78.3793 Rights of dissenting stockholders.
AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION
NRS 78.380 Amendment of articles before issuance of voting
stock.
NRS 78.385 Scope of amendments.
NRS 78.390 Amendment of articles after issuance of stock:
Procedure.
NRS 78.403 Restatement of articles.
COMBINATIONS WITH INTERESTED STOCKHOLDERS
NRS 78.411 Definitions.
NRS 78.412 “Affiliate” defined.
NRS 78.413 “Associate” defined.
NRS 78.414 “Beneficial owner” defined.
NRS 78.416 “Combination” defined.
NRS 78.417 “Common shares” defined.
NRS 78.418 “Control,” “controlling,”
“controlled by” and “under common control
with” defined; presumption of control.
NRS 78.419 “Date of acquiring shares” defined.
[Repealed.]
NRS 78.421 “Date of announcement” defined.
NRS 78.422 “Date of consummation” defined.
NRS 78.423 “Interested stockholder” defined.
NRS 78.424 “Market value” defined.
NRS 78.426 “Preferred shares” defined.
NRS 78.427 “Resident domestic corporation” defined.
NRS 78.428 “Securities Exchange Act” defined.
NRS 78.429 “Share” defined.
NRS 78.431 “Subsidiary” defined.
NRS 78.432 “Voting shares” defined.
NRS 78.433 Applicability: Generally.
NRS 78.434 Applicability: Election not to be governed by
provisions.
NRS 78.436 Applicability: Combination with inadvertent interested
stockholder.
NRS 78.437 Applicability: Combination with interested stockholder
as of certain date.
NRS 78.438 Combination prohibited within 3 years after stockholder
becomes interested; exception; action on proposal.
NRS 78.439 Authorized combinations: General requirements.
NRS 78.441 Authorized combinations: Consideration to be received
by disinterested holders of common shares.
NRS 78.442 Authorized combinations: Consideration to be received
by disinterested holders of class or series of shares other
than common shares.
NRS 78.443 Authorized combinations: Required form and distribution
of consideration.
NRS 78.444 Authorized combinations: Restrictions on beneficial
ownership of additional voting shares by interested stockholder.
SALE OF ASSETS; DISSOLUTION AND WINDING UP
NRS 78.565 Sale, lease or exchange of assets: Authority;
vote of stockholders.
NRS 78.570 Sale of property and franchise under decree of
court.
NRS 78.575 Procedure for dissolution before payment of capital
and beginning of business.
NRS 78.580 Procedure for dissolution after issuance of stock
or beginning of business.
NRS 78.585 Continuation of corporation after dissolution
for winding up business; limitation on actions by or against
dissolved corporation.
NRS 78.590 Trustees of dissolved corporation: Powers of directors.
NRS 78.595 Trustees of dissolved corporation: Authority to
sue and be sued; joint and several responsibility.
NRS 78.600 Trustees or receivers for dissolved corporations:
Appointment; powers.
NRS 78.605 Jurisdiction of district court.
NRS 78.610 Duties of trustees or receivers; payment and distribution
to creditors and stockholders.
NRS 78.615 Abatement of pending actions; substitution of
dissolution trustees or receivers.
NRS 78.620 Dissolution or forfeiture of charter by decree
of court; filing.
INSOLVENCY; RECEIVERS AND TRUSTEES
NRS 78.622 Reorganization under federal law: Powers of corporation.
NRS 78.630 Application of creditors or stockholders of insolvent
corporation for injunction and appointment of receiver or
trustee; hearing.
NRS 78.635 Appointment of receiver or trustee of insolvent
corporation: Powers.
NRS 78.640 Property and privileges of insolvent corporation
vest in appointed receiver.
NRS 78.645 Corporation may resume control upon payment of
debts and receipt of capital to conduct business; order of
court dissolving corporation and forfeiting charter.
NRS 78.650 Stockholders’ application for injunction
and appointment of receiver when corporation mismanaged.
NRS 78.655 Reorganization of corporation by majority of stockholders
during receivership.
NRS 78.660 Powers of district court.
NRS 78.665 Receiver to take possession of corporate assets
upon court order.
NRS 78.670 Inventory, list of debts and reports by receiver.
NRS 78.675 Creditors’ proofs of claims; when participation
barred; notice.
NRS 78.680 Creditors’ claims to be in writing under
oath; examination of claimants.
NRS 78.685 Action on creditors’ claims; appeal of disallowed
claims.
NRS 78.695 Substitution of receiver as party; abatement of
actions.
NRS 78.700 Sales of encumbered or deteriorating property.
NRS 78.705 Compensation, costs and expenses of receiver.
NRS 78.710 Distribution of money to creditors and stockholders.
NRS 78.715 Acts of majority of receivers effectual; removal
and vacancies.
NRS 78.720 Employees’ liens for wages when corporation
insolvent.
REINCORPORATION; RENEWAL AND REVIVAL OF CHARTERS
NRS 78.725 Domestic corporations in existence on April 1,
1925, may reincorporate under this chapter.
NRS 78.730 Renewal or revival: Procedure; fee; certificate
as evidence.
NRS 78.740 Renewal or revival: Status of corporation.
SUITS AGAINST CORPORATIONS, DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS AND STOCKHOLDERS
NRS 78.745 Action against stockholder for unpaid subscriptions;
limitation of action.
NRS 78.747 Liability of stockholder, director or officer
for debt or liability of corporation.
NRS 78.750 Service of process on corporations.
NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.
NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and
advancement of expenses.
NRS 78.752 Insurance and other financial arrangements against
liability of directors, officers, employees and agents.
SECRETARY OF STATE: DUTIES AND FEES
NRS 78.755 Duties: Collection of fees; employment of new
technology to aid in performance.
NRS 78.760 Filing fees: Articles of incorporation.
NRS 78.765 Filing fees: Certificate changing number of authorized
shares; certificate of amendment to articles; certificate
of correction; certificate of designation; certificate of
termination; certificate of withdrawal.
NRS 78.767 Filing fees: Certificates of restated articles
of incorporation.
NRS 78.780 Filing fees: Certificates of extension and dissolution.
NRS 78.785 Miscellaneous fees.
MISCELLANEOUS PROVISIONS
NRS 78.795 Registration of natural person or corporation
willing to serve as resident agent for corporation, limited-liability
company or limited partnership.
_________
GENERAL PROVISIONS
NRS 78.010 Definitions; construction.
1. As used in this chapter:
(a) “Approval” and “vote” as describing
action by the directors or stockholders mean the vote of directors
in person or by written consent or of stockholders in person,
by proxy or by written consent.
(b) “Articles,” “articles of incorporation”
and “certificate of incorporation” are synonymous
terms and, unless the context otherwise requires, include
all certificates filed pursuant to NRS 78.030, 78.180, 78.185,
78.1955, 78.209, 78.380, 78.385, 78.390, 78.725 and 78.730
and any articles of merger, conversion, exchange or domestication
filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270.
Unless the context otherwise requires, these terms include
restated articles and certificates of incorporation.
(c) “Directors” and “trustees” are
synonymous terms.
(d) “Receiver” includes receivers and trustees
appointed by a court as provided in this chapter or in chapter
32 of NRS.
(e) “Record” means information that is inscribed
on a tangible medium or that is stored in an electronic or
other medium and is retrievable in perceivable form.
(f) “Registered office” means the office maintained
at the street address of the resident agent.
(g) “Resident agent” means the agent appointed
by the corporation upon whom process or a notice or demand
authorized by law to be served upon the corporation may be
served.
(h) “Sign” means to affix a signature to a record.
(i) “Signature” means a name, word, symbol or
mark executed or otherwise adopted, or a record encrypted
or similarly processed in whole or in part, by a person with
the present intent to identify himself and adopt or accept
a record. The term includes, without limitation, an electronic
signature as defined in NRS 719.100.
(j) “Stockholder of record” means a person whose
name appears on the stock ledger of the corporation.
(k) “Street address” of a resident agent means
the actual physical location in this State at which a resident
agent is available for service of process.
2. General terms and powers given in this chapter are not
restricted by the use of special terms, or by any grant of
special powers contained in this chapter.
[Part 47:177:1925; NCL § 1646] + [83:177:1925; A 1931,
415; 1931 NCL § 1682]—(NRS A 1965, 216; 1977, 184;
1989, 871; 1991, 1207; 1993, 944; 1995, 2093; 1997, 695; 1999,
1576; 2001, 101, 1358, 2722, 3199; 2003, 48, 3077)
NRS 78.015 Applicability of chapter; effect on corporations
existing before April 1, 1925.
1. The provisions of this chapter apply to:
(a) Corporations organized in this State on or after October
1, 1991, except:
(1) Where the provisions of chapters 80, 84 and 89 of NRS
are inconsistent with the provisions of this chapter;
(2) Corporations expressly excluded by the provisions of
this chapter; and
(3) Corporations governed by the provisions of NRS 81.170
to 81.540, inclusive, and chapter 82 of NRS.
(b) Corporations whose charters are renewed or revived in
the manner provided in NRS 78.730.
(c) Corporations organized and still existing under this
chapter before October 1, 1991, or any prior act or any amendment
thereto.
(d) Close corporations, unless otherwise provided in chapter
78A of NRS.
(e) All insurance companies, mutual fire insurance companies,
surety companies, express companies, railroad companies, and
public utility companies now existing and formed before October
1, 1991, under any other act or law of this State, subject
to any special provisions concerning any class of corporations
inconsistent with the provisions of this chapter, in which
case the special provisions continue to apply.
2. Neither the existence of corporations formed or existing
before April 1, 1925, nor any liability, cause of action,
right, privilege or immunity validly existing in favor of
or against any such corporation on April 1, 1925, are affected,
abridged, taken away or impaired by this chapter, or by any
change in the requirements for the formation of corporations
provided by this chapter, nor by the amendment or repeal of
any laws under which such prior existing corporations were
formed or created.
[1:177:1925; A 1935, 146; 1937, 4; 1945, 196; 1943 NCL §
1600]—(NRS A 1989, 948; 1991, 1207; 1995, 2094)
NRS 78.020 Limitations on incorporation under chapter; compliance
with other laws.
1. Insurance companies, mutual fire insurance companies,
surety companies, express companies and railroad companies
may be formed under this chapter, but such a corporation may
not:
(a) Transact any such business within this State until it
has first complied with all laws concerning or affecting the
right to engage in such business.
(b) Infringe the laws of any other state or country in which
it may intend to engage in business, by so incorporating under
this chapter.
2. No trust company, savings and loan association, thrift
company or corporation organized for the purpose of conducting
a banking business may be organized under this chapter.
[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955,
402]—(NRS A 1975, 1; 1983, 117; 1997, 1014)
NRS 78.025 Reserved power of State to amend or repeal chapter;
chapter part of corporation’s charter. This chapter
may be amended or repealed at the pleasure of the Legislature,
and every corporation created under this chapter, or availing
itself of any of the provisions of this chapter, and all stockholders
of such corporation shall be bound by such amendment; but
such amendment or repeal shall not take away or impair any
remedy against any corporation, or its officers, for any liability
which shall have been previously incurred. This chapter, and
all amendments thereof, shall be a part of the charter of
every corporation, except so far as the same are inapplicable
and inappropriate to the objects of the corporation.
[2:177:1925; NCL § 1601]
NRS 78.026 Form required for filing of records.
1. Each record filed with the Secretary of State pursuant
to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to file a record which
does not comply with subsection 1 or which does not contain
all of the information required by statute for filing the
record.
3. If the provisions of the form prescribed by the Secretary
of State conflict with the provisions of any record that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to
appear in the record in order for the record to be filed;
and
(b) Unless otherwise provided in the record, the provisions
of the record control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of records with the Office of the Secretary
of State.
(Added to NRS by 2003, 20th Special Session, 26)
NRS 78.027 Corporate records: Microfilming; imaging; return.
The Secretary of State may microfilm or image any record which
is filed in his office with respect to a corporation pursuant
to this chapter and may return the original record to the
corporation.
(Added to NRS by 1977, 572; A 2003, 3077; 2003, 20th Special
Session, 27)
NRS 78.028 Filing of records written in language other than
English. No record which is written in a language other than
English may be filed or submitted for filing in the Office
of the Secretary of State pursuant to the provisions of this
chapter unless it is accompanied by a verified translation
of that record into the English language.
(Added to NRS by 1995, 1112; A 2003, 3077)
NRS 78.029 Procedure to submit replacement page to Secretary
of State before actual filing of record. Before the issuance
of stock an incorporator, and after the issuance of stock
an officer, of a corporation may authorize the Secretary of
State in writing to replace any page of a record submitted
for filing on an expedited basis, before the actual filing,
and to accept the page as if it were part of the original
record.
(Added to NRS by 1997, 2807; A 1999, 1577; 2003, 3078)
NRS 78.0295 Correction of inaccurate or defective record
filed with Secretary of State.
1. A corporation may correct a record filed in the Office
of the Secretary of State with respect to the corporation
if the record contains an inaccurate description of a corporate
action or if the record was defectively signed, attested,
sealed, verified or acknowledged.
2. To correct a record, the corporation must:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation;
(2) Describes the record, including, without limitation,
its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
record in an accurate or corrected form; and
(5) Is signed by an officer of the corporation or, if no
stock has been issued by the corporation, by the incorporator
or a director of the corporation.
(b) Deliver the certificate to the Secretary of State for
filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on the effective
date of the record it corrects except as to persons relying
on the uncorrected record and adversely affected by the correction.
As to those persons, the certificate is effective when filed.
(Added to NRS by 1997, 693; A 2001, 1358, 3170, 3199; 2003,
3078; 2003, 20th Special Session, 27)
NRS 78.0297 Corporate records: Manner of storage; conversion
into clear and legible paper form; admissibility in evidence.
1. Except as otherwise provided by federal or state law,
any records maintained by a corporation in its regular course
of business, including, without limitation, its stock ledger,
books of account and minute books, may be kept on, by means
of or be in the form of, any information processing system
or other information storage device or medium.
2. A corporation shall convert within a reasonable time any
records kept in the manner described in subsection 1 into
clear and legible paper form upon the request of any person
entitled to inspect the records maintained by the corporation
pursuant to any provision of this chapter.
3. A clear and legible paper form produced from records kept
in the manner described in subsection 1 is admissible in evidence
and accepted for all other purposes to the same extent as
an original paper record with the same information provided
that the paper form portrays the record accurately.
(Added to NRS by 2003, 3076)
NRS 78.0298 Records or signatures maintained by corporation.
1. No record or signature maintained by a corporation is
required to be created, generated, sent, communicated, received,
stored or otherwise processed or used by electronic means
or in electronic form.
2. The corporation may refuse to accept or conduct any transaction
or create, generate, send, communicate, receive, store or
otherwise process, use or accept any record or signature by
electronic means or in electronic form.
(Added to NRS by 2003, 3076)
FORMATION
NRS 78.030 Filing requirements.
1. One or more persons may establish a corporation for the
transaction of any lawful business, or to promote or conduct
any legitimate object or purpose, pursuant and subject to
the requirements of this chapter, by:
(a) Signing and filing in the Office of the Secretary of
State articles of incorporation; and
(b) Filing a certificate of acceptance of appointment, signed
by the resident agent of the corporation, in the Office of
the Secretary of State.
2. The articles of incorporation must be as provided in NRS
78.035, and the Secretary of State shall require them to be
in the form prescribed. If any articles are defective in this
respect, the Secretary of State shall return them for correction.
[3:177:1925; A 1931, 415; 1931 NCL § 1602]—(NRS
A 1963, 70; 1979, 394; 1981, 1888; 1989, 948; 1991, 1208;
1995, 2095; 1999, 1577; 2003, 3078)
NRS 78.035 Articles of incorporation: Required provisions.
The articles of incorporation must set forth:
1. The name of the corporation. A name appearing to be that
of a natural person and containing a given name or initials
must not be used as a corporate name except with an additional
word or words such as “Incorporated,” “Limited,”
“Inc.,” “Ltd.,” “Company,”
“Co.,” “Corporation,” “Corp.,”
or other word which identifies it as not being a natural person.
2. The name of the person designated as the corporation’s
resident agent, the street address of the resident agent where
process may be served upon the corporation, and the mailing
address of the resident agent if different from the street
address.
3. The number of shares the corporation is authorized to
issue and, if more than one class or series of stock is authorized,
the classes, the series and the number of shares of each class
or series which the corporation is authorized to issue, unless
the articles authorize the board of directors to fix and determine
in a resolution the classes, series and numbers of each class
or series as provided in NRS 78.195 and 78.196.
4. The names and addresses, either residence or business,
of the first board of directors or trustees, together with
any desired provisions relative to the right to change the
number of directors as provided in NRS 78.115.
5. The name and address, either residence or business, of
each of the incorporators signing the articles of incorporation.
[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955,
402]—(NRS A 1957, 75; 1967, 769; 1981, 1888; 1985, 1785;
1987, 81, 574, 1054; 1991, 1208; 1993, 945; 1995, 2095; 1999,
1577; 2003, 3078; 2003, 20th Special Session, 27)
NRS 78.037 Articles of incorporation: Optional provisions.
The articles of incorporation may also contain any provision,
not contrary to the laws of this State:
1. For the management of the business and for the conduct
of the affairs of the corporation;
2. Creating, defining, limiting or regulating the powers
of the corporation or the rights, powers or duties of the
directors, the officers or the stockholders, or any class
of the stockholders, or the holders of bonds or other obligations
of the corporation; or
3. Governing the distribution or division of the profits
of the corporation.
(Added to NRS by 1987, 80; A 1991, 1210; 1993, 945; 2001,
3171)
NRS 78.039 Name of corporation: Distinguishable name required;
availability of name of revoked, merged or otherwise terminated
corporation; regulations.
1. The name proposed for a corporation must be distinguishable
on the records of the Secretary of State from the names of
all other artificial persons formed, organized, registered
or qualified pursuant to the provisions of this title that
are on file in the Office of the Secretary of State and all
names that are reserved in the Office of the Secretary of
State pursuant to the provisions of this title. If a proposed
name is not so distinguishable, the Secretary of State shall
return the articles of incorporation containing the proposed
name to the incorporator, unless the written, acknowledged
consent of the holder of the name on file or reserved name
to use the same name or the requested similar name accompanies
the articles of incorporation.
2. For the purposes of this section and NRS 78.040, a proposed
name is not distinguishable from a name on file or reserved
name solely because one or the other contains distinctive
lettering, a distinctive mark, a trademark or a trade name,
or any combination of these.
3. The name of a corporation whose charter has been revoked,
which has merged and is not the surviving entity or whose
existence has otherwise terminated is available for use by
any other artificial person.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
(Added to NRS by 1975, 477; A 1987, 1056; 1991, 1210; 1993,
945; 1997, 2807; 1999, 1578)
NRS 78.040 Name of corporation: Reservation; injunctive relief.
1. The Secretary of State, when requested so to do, shall
reserve, for a period of 90 days, the right to use any name
available under NRS 78.039, for the use of any proposed corporation.
During the period, a name so reserved is not available for
use or reservation by any other artificial person forming,
organizing, registering or qualifying in the Office of the
Secretary of State pursuant to the provisions of this title
without the written, acknowledged consent of the person at
whose request the reservation was made.
2. The use by any other artificial person of a name in violation
of subsection 1 or NRS 78.039 may be enjoined, even if the
record under which the artificial person is formed, organized,
registered or qualified has been filed by the Secretary of
State.
[4a:177:1925; added 1931, 415; 1931 NCL § 1603.01] +
[4b:177:1925; added 1931, 415; 1931 NCL § 1603.02]—(NRS
A 1963, 64; 1979, 395; 1981, 472; 1987, 1056; 1993, 946; 1999,
1578; 2003, 3079)
NRS 78.045 Articles of incorporation: Approval or certification
required before filing of certain articles or amendments.
1. The Secretary of State shall not accept for filing any
articles of incorporation or any certificate of amendment
of articles of incorporation of any corporation formed pursuant
to the laws of this State which provides that the name of
the corporation contains the word “bank” or “trust,”
unless:
(a) It appears from the articles or the certificate of amendment
that the corporation proposes to carry on business as a banking
or trust company, exclusively or in connection with its business
as a bank, savings and loan association or thrift company;
and
(b) The articles or certificate of amendment is first approved
by the Commissioner of Financial Institutions.
2. The Secretary of State shall not accept for filing any
articles of incorporation or any certificate of amendment
of articles of incorporation of any corporation formed pursuant
to the provisions of this chapter if it appears from the articles
or the certificate of amendment that the business to be carried
on by the corporation is subject to supervision by the Commissioner
of Insurance or by the Commissioner of Financial Institutions,
unless the articles or certificate of amendment is approved
by the Commissioner who will supervise the business of the
corporation.
3. Except as otherwise provided in subsection 6, the Secretary
of State shall not accept for filing any articles of incorporation
or any certificate of amendment of articles of incorporation
of any corporation formed pursuant to the laws of this State
if the name of the corporation contains the words “engineer,”
“engineered,” “engineering,” “professional
engineer,” “registered engineer” or “licensed
engineer” unless:
(a) The State Board of Professional Engineers and Land Surveyors
certifies that the principals of the corporation are licensed
to practice engineering pursuant to the laws of this State;
or
(b) The State Board of Professional Engineers and Land Surveyors
certifies that the corporation is exempt from the prohibitions
of NRS 625.520.
4. The Secretary of State shall not accept for filing any
articles of incorporation or any certificate of amendment
of articles of incorporation of any corporation formed pursuant
to the laws of this State which provides that the name of
the corporation contains the word “accountant,”
“accounting,” “accountancy,” “auditor”
or “auditing” unless the Nevada State Board of
Accountancy certifies that the corporation:
(a) Is registered pursuant to the provisions of chapter 628
of NRS; or
(b) Has filed with the Nevada State Board of Accountancy
under penalty of perjury a written statement that the corporation
is not engaged in the practice of accounting and is not offering
to practice accounting in this State.
5. The Secretary of State shall not accept for filing any
articles of incorporation or any certificate of amendment
of articles of incorporation of any corporation formed or
existing pursuant to the laws of this State which provides
that the name of the corporation contains the words “unit-owners’
association” or “homeowners’ association”
or if it appears in the articles of incorporation or certificate
of amendment that the purpose of the corporation is to operate
as a unit-owners’ association pursuant to chapter 116
of NRS unless the Administrator of the Real Estate Division
of the Department of Business and Industry certifies that
the corporation has:
(a) Registered with the Ombudsman for Owners in Common-Interest
Communities pursuant to NRS 116.31158; and
(b) Paid to the Administrator of the Real Estate Division
the fees required pursuant to NRS 116.31155.
6. The provisions of subsection 3 do not apply to any corporation,
whose securities are publicly traded and regulated by the
Securities Exchange Act of 1934, which does not engage in
the practice of professional engineering.
7. The Commissioner of Financial Institutions and the Commissioner
of Insurance may approve or disapprove the articles or amendments
referred to them pursuant to the provisions of this section.
[4.5:177:1925; added 1949, 520; 1943 NCL § 1603.1]—(NRS
A 1977, 1056; 1979, 1102; 1983, 467, 1696; 1987, 1873; 1993,
128; 1995, 1112; 1997, 1058; 1999, 1706, 2441; 2001, 111;
2003, 20th Special Session, 28)
NRS 78.050 Commencement of corporate existence.
1. Upon the filing of the articles of incorporation and the
certificate of acceptance pursuant to NRS 78.030, and the
payment of the filing fees, the Secretary of State shall issue
to the corporation a certificate that the articles, containing
the required statement of facts, have been filed. From the
date the articles are filed, the corporation is a body corporate,
by the name set forth in the articles of incorporation, subject
to the forfeiture of its charter or dissolution as provided
in this chapter.
2. Neither an incorporator nor a director designated in the
articles of incorporation thereby becomes a subscriber or
stockholder of the corporation.
3. The filing of the articles of incorporation does not,
by itself, constitute commencement of business by the corporation.
[Part 5:177:1925; NCL § 1604]—(NRS A 1989, 948;
1991, 1211; 1993, 946)
NRS 78.055 Acceptable evidence of incorporation. A copy of
any articles of incorporation filed pursuant to this chapter,
and certified by the Secretary of State under his official
seal, or, with respect to a corporation organized before October
1, 1991, a copy of the copy thereof, filed with the county
clerk, or microfilmed by the county clerk, under the county
seal, certified by the clerk, must be received in all courts
and places as prima facie evidence of the facts therein stated,
and of the existence and incorporation of the corporation
therein named.
[Part 5:177:1925; NCL § 1604]—(NRS A 1963, 70;
1991, 1211)
POWERS
NRS 78.060 General powers.
1. Any corporation organized under the provisions of this
chapter:
(a) Has all the rights, privileges and powers conferred by
this chapter.
(b) Has such rights, privileges and powers as may be conferred
upon corporations by any other existing law.
(c) May at any time exercise those rights, privileges and
powers, when not inconsistent with the provisions of this
chapter, or with the purposes and objects for which the corporation
is organized.
(d) Unless otherwise provided in its articles, has perpetual
existence.
2. Every corporation, by virtue of its existence as such,
is entitled:
(a) To have succession by its corporate name until dissolved
and its affairs are wound up according to law.
(b) To sue and be sued in any court of law or equity.
(c) To make contracts.
(d) To appoint such officers and agents as the affairs of
the corporation require, and to allow them suitable compensation.
(e) To make bylaws not inconsistent with the Constitution
or laws of the United States, or of this State, for the management,
regulation and government of its affairs and property, the
transfer of its stock, the transaction of its business, and
the calling and holding of meetings of its stockholders.
(f) To wind up and dissolve itself, or be wound up or dissolved,
in the manner mentioned in this chapter.
(g) Unless otherwise provided in the articles, to engage
in any lawful activity.
[Part 8:177:1925; NCL § 1607] + [91:177:1925; NCL §
1690]—(NRS A 1969, 99; 1991, 1211; 2003, 3079)
NRS 78.065 Adoption and use of corporate seal or stamp.
1. Every corporation, by virtue of its existence as such,
shall have power to adopt and use a common seal or stamp,
and alter the same at pleasure.
2. The use of a seal or stamp by a corporation on any corporate
record is not necessary. The corporation may use a seal or
stamp, if it desires, but such use or nonuse must not in any
way affect the legality of the record.
[Part 8:177:1925; NCL § 1607] + [85:177:1925; A 1953,
180]—(NRS A 1967, 102; 1971, 1100; 2003, 3080)
NRS 78.070 Specific powers. Subject to such limitations,
if any, as may be contained in its articles of incorporation,
every corporation has the following powers:
1. To borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other
lawful purpose of its incorporation and to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable at a specified time
or times, or payable upon the happening of a specified event
or events, whether secured by mortgage, pledge or other security,
or unsecured, for money borrowed, or in payment for property
purchased or acquired, or for any other lawful object.
2. To guarantee, purchase, hold, take, obtain, receive, subscribe
for, own, use, dispose of, sell, exchange, lease, lend, assign,
mortgage, pledge, or otherwise acquire, transfer or deal in
or with bonds or obligations of, or shares, securities or
interests in or issued by, any person, government, governmental
agency or political subdivision of government, and to exercise
all the rights, powers and privileges of ownership of such
an interest, including the right to vote, if any.
3. To purchase, hold, sell, pledge and transfer shares of
its own stock, and use therefor its property or money.
4. To conduct business, have one or more offices, and hold,
purchase, lease, mortgage, convey and take by devise or bequest
real and personal property in this State, and in any of the
several states, territories, possessions and dependencies
of the United States, the District of Columbia, Puerto Rico
and any foreign countries.
5. To do everything necessary and proper for the accomplishment
of the objects enumerated in its articles of incorporation
or necessary or incidental to the protection and benefit of
the corporation, and, in general, to carry on any lawful business
necessary or incidental to the attainment of the objects of
the corporation, whether or not the business is similar in
nature to the objects set forth in the articles of incorporation,
except that:
(a) A corporation created under the provisions of this chapter
does not possess the power of issuing bills, notes or other
evidences of debt for circulation of money; and
(b) This chapter does not authorize the formation of banking
corporations to issue or circulate money or currency within
this State, or outside of this State, or at all, except the
federal currency, or the notes of banks authorized under the
laws of the United States.
6. To make donations for the public welfare or for charitable,
scientific or educational purposes.
7. To enter into any relationship with another person in
connection with any lawful activities.
[9:177:1925; A 1931, 415; 1949, 158; 1953, 180]—(NRS
A 1959, 690; 1963, 1146; 1969, 117; 1987, 576; 1991, 1212;
1993, 947; 1997, 696; 2003, 3080)
NRS 78.075 Railroad companies: Powers. In furtherance of
and in addition to the powers which railroad companies organized
under this chapter are entitled to exercise, but not in limitation
of any of the powers granted by this chapter, every railroad
company may:
1. Cause such examination and surveys for the proposed railroad
to be made as may be necessary to the selection of the most
advantageous route for the railroad, and for such purposes,
by their officers, agents and employees, to enter upon the
lands or waters of any persons, but subject to responsibility
for all damages which they do thereto.
2. Receive, hold, take and convey, by deed or otherwise,
as a natural person might or could do, such voluntary grants
and donations of real estate, and other property of every
description, as may be made to it to aid and encourage the
construction, maintenance and accommodation of the railroad.
3. Purchase, and by voluntary grants and donations receive
and take, and by its officers, engineers, surveyors and agents,
enter upon and take possession of, and hold and use, in any
manner they may deem proper, all such lands and real estate,
and other property as the directors may deem necessary and
proper for the construction and maintenance of the railroad,
and for the stations, depots and other accommodations and
purposes, deemed necessary to accomplish the object for which
the corporation is formed.
4. Lay out its road or roads, not exceeding 200 feet wide,
and construct and maintain the road with such tracks and with
such appendages as may be deemed necessary for the convenient
use of it. The company may make embankments, excavations,
ditches, drains, culverts or otherwise, and procure timber,
stone and gravel, or other materials, and may take as much
more land, whenever they may think proper, as may be necessary
for the purposes aforesaid, in the manner hereinafter provided,
for the proper construction and security of the road.
5. Construct their road across, along or upon any stream
of water, watercourse, roadstead, bay, navigable stream, street,
avenue or highway, or across any railway, canal, ditch or
flume which the route of its road intersects, crosses or runs
along, in such manner as to afford security for life and property.
The corporation shall restore the stream or watercourse, road,
street, avenue, highway, railroad, canal, ditch or flume thus
intersected to its former state, as near as may be, or in
a sufficient manner not to have impaired unnecessarily its
usefulness or injured its franchises.
6. Cross, intersect, join and unite its railroad with any
other railroad, either before or after constructed, at any
point upon its route, and upon the grounds of such other railroad
company, with the necessary turnouts, sidings and switches,
and other conveniences, in furtherance of the objects of its
connections; and every company whose railroad is, or will
be hereafter, intersected by any new railroad in forming such
intersections and connection, and grant the facilities aforesaid.
If the two corporations cannot agree upon the amount of compensation
to be made therefor, or the points or the manner of such crossings,
intersections and connections, the same must be ascertained
and determined by commissioners, to be appointed as is provided
hereinafter in respect to the taking of lands, but this section
is not to affect the rights and franchises heretofore granted.
7. Purchase lands, timber, stone, gravel or other materials
to be used in the construction and maintenance of its road,
or take them in the manner provided by this chapter. The railroad
company may change the line of its road, in whole or in part,
whenever a majority of the directors determine, as is provided
hereinafter, but no such change may vary the general route
of a road, as contemplated in the articles of incorporation
of the company.
8. Receive by purchase, donation or otherwise, any lands,
or other property, of any description, and hold and convey
it in any manner the directors may think proper, the same
as natural persons might or could do, that may be necessary
for the construction and maintenance of its road, or for the
erection of depots, turnouts, workshops, warehouses or for
any other purposes necessary for the convenience of railroad
companies, in order to transact the business usual for railroad
companies.
9. Take, transport, carry and convey persons and property
on their railroad, by the force and power of steam, of animals,
or any mechanical power, or by any combinations of them, and
receive tolls or compensation therefor.
10. Erect and maintain all necessary and convenient buildings,
stations, depots and fixtures and machinery for the accommodation
and use of their passengers, freight and business, obtain
and hold the lands and other property necessary therefor,
and acquire additional lands and rights-of-way and build and
operate extensions or branches of its line of railroad.
11. Regulate the time and manner in which passengers and
property are transported, and the tolls and compensation to
be paid therefor, within the limits prescribed by law.
12. Regulate the force and speed of their locomotives, cars,
trains or other machinery used and employed on their road,
and establish, execute and enforce all needful and proper
rules and regulations fully and completely for the management
of its business transactions usual and proper for railroad
companies.
13. Purchase, hold, sell and transfer shares of its own stock,
bonds, debentures, or other securities issued by it, except
that:
(a) No corporation may use its funds or property for the
purchase of its own shares of stock when such use would cause
any impairment of the capital of the corporation; and
(b) Shares of its own stock belonging to the corporation
must not be voted upon, directly or indirectly, nor counted
as outstanding for the purpose of any stockholders’
quorum or vote.
14. Acquire, own, and operate motor vehicles, and air transportation
facilities, and transport persons and property along and over
the streets and highways of this State, for the transportation,
for hire, of passengers, property and freight, either directly
or through a subsidiary company or companies, subject to all
relevant provisions of law concerning permits, licenses, franchises
and the regulation of such form of transportation by motor
vehicles or other agencies.
Ê Whenever the track of a railroad crosses a railroad
or highway, such railroad or highway may be carried under,
over or on a level with the track, as may be most expedient,
and in cases where an embankment or cutting makes a change
in the line of such railroad or highway desirable, with a
view to a more easy ascent or descent, the company may take
such additional lands and materials, if needed for the construction
of such road or highway, on such new line, as may be deemed
requisite by the railroad. Unless the lands and materials
so taken are purchased, or voluntarily given for the purpose
aforesaid, compensation therefor must be ascertained in the
manner provided by law.
[9(a):177:1925; added 1945, 196; 1943 NCL § 1608.01]—(NRS
A 1993, 2762)
NRS 78.080 Railroad companies: Rights-of-way granted by the
State, counties and municipalities; limitations; reversion
on abandonment; duties of companies.
1. The right-of-way is hereby given and granted to all railroad
companies that are now organized, or may be organized under
the provisions of this chapter, or under the laws of any other
state or territory, or under any act of Congress, to locate,
construct and maintain their roads, or any part or parcel
thereof, over and through any of the swamp or overflowed lands
belonging to this State, or any other public lands which are
now or may be the property of the State, at the time of constructing
the railroad.
2. Such railroad companies are hereby authorized to survey
and mark through the lands of the State, to be held by them
for the track of their respective railroads, 200 feet in width,
for the whole length the roads may be located over the lands
of the State; and the right is hereby further given and granted
to the companies to locate, occupy and hold all necessary
sites and grounds for watering places, depots or other buildings,
for the convenient use of the same, along the line of the
road or roads, so far as the places convenient for the same
may fall upon the lands belonging to the State, except within
the limits of any incorporated city or town, or within 3 miles
where the same shall be taken, on paying to the State the
value of the same.
3. No one depot, watering place, machine or workshop, or
other buildings for the convenient use of such roads, shall
cover over 6 acres each, and the sites or places on the lands
of this State shall not be nearer to each other than 5 miles
along the line of the roads.
4. The right is hereby further given and granted to the companies
to take from any of the lands belonging to this State all
such materials of earth, wood, stone or other materials whatever,
as may be necessary or convenient, from time to time, for
the first construction or equipment of the road or roads,
or any part thereof.
5. If any road, at any time after its location, shall be
discontinued or abandoned by the company or companies, or
the location of any part thereof be so changed as not to cover
the lands of the State thus previously occupied, then the
lands so abandoned or left shall revert to this State.
6. When the location of the route of either of the railroads,
or sites or places for depots, watering places, machine or
workshops or other buildings for the convenient use of the
same, shall be selected, the secretary of the company shall
transmit to the Director of the State Department of Conservation
and Natural Resources, and to the State Controller, and to
the recorder of the county in which the lands so selected
are situated, to each of the officers, a correct plot of the
location of the railroad, or sites or places, before such
selection shall become operative.
7. When any such company shall, for its purposes aforesaid,
require any of the lands belonging to any of the counties,
cities or towns in this State, the county, city and town officers,
respectively, having charge of such lands, may grant and convey
such land to such company, for a compensation which shall
be agreed upon between them, or may donate and convey the
same without any compensation; and if they shall not agree
upon the sale and price, the same may be taken by the company
as is provided in other cases of taking lands by condemnation.
8. Before any corporation incorporated or organized otherwise
than under the laws of this State shall be entitled to any
of the rights granted by this chapter, it shall file in the
office of the county recorder of each county in which the
railroad, or any part, extension or branch thereof shall be
situate, a copy of its certificate or articles of incorporation,
or of the act or law by which it was created, with the certified
list of its officers, in the manner and form required by law.
[9(b):177:1925; added 1945, 196; 1943 NCL § 1608.02]—(NRS
A 1957, 653)
NRS 78.085 Railroad companies: Filing and recording of certified
maps and profiles.
1. Every railroad company in this State shall, within 90
days after its road is finally located:
(a) Cause to be made a map and profile thereof, and of the
land taken and obtained for the use thereof, and the boundaries
of the several counties through which the road may run;
(b) File the map and profile thereof in the Office of the
Secretary of State and a duplicate thereof with the Public
Utilities Commission of Nevada; and
(c) Cause to be made like maps of the parts thereof located
in different counties, and record such maps in the office
of the recorder of the county in which those parts of the
road are located.
2. The maps and profiles must be certified by the chief engineer,
the acting president and secretary of the company, and copies
of the maps and profiles so certified and recorded as required
by subsection 1 must be kept in the office of the company,
subject to examination by all interested persons.
[9(d):177:1925; added 1945, 196; 1943 NCL § 1608.04]—(NRS
A 1997, 1963; 2001, 1751)
REGISTERED OFFICE AND RESIDENT AGENT
NRS 78.090 Resident agent required; address of registered
office; powers of bank or corporation who is resident agent;
penalty for noncompliance; service upon resident agent in
lieu of corporation.
1. Except during any period of vacancy described in NRS 78.097,
every corporation must have a resident agent who resides or
is located in this State. Every resident agent must have a
street address for the service of process, and may have a
separate mailing address such as a post office box, which
may be different from the street address. The street address
of the resident agent is the registered office of the corporation
in this State.
2. If the resident agent is a bank or corporation, it may:
(a) Act as the fiscal or transfer agent of any state, municipality,
body politic or corporation and in that capacity may receive
and disburse money.
(b) Transfer, register and countersign certificates of stock,
bonds or other evidences of indebtedness and act as agent
of any corporation, foreign or domestic, for any purpose required
by statute, or otherwise.
(c) Act as trustee under any mortgage or bond issued by any
municipality, body politic or corporation, and accept and
execute any other municipal or corporate trust not inconsistent
with the laws of this State.
(d) Receive and manage any sinking fund of any corporation,
upon such terms as may be agreed upon between the corporation
and those dealing with it.
3. Every corporation organized pursuant to this chapter which
fails or refuses to comply with the requirements of this section
is subject to a fine of not less than $100 nor more than $500,
to be recovered with costs by the State, before any court
of competent jurisdiction, by action at law prosecuted by
the Attorney General or by the district attorney of the county
in which the action or proceeding to recover the fine is prosecuted.
4. All legal process and any demand or notice authorized
by law to be served upon a corporation may be served upon
the resident agent of the corporation in the manner provided
in subsection 2 of NRS 14.020. If any demand, notice or legal
process, other than a summons and complaint, cannot be served
upon the resident agent, it may be served in the manner provided
in NRS 14.030. These manners and modes of service are in addition
to any other service authorized by law.
[78:177:1925; A 1929, 413; NCL § 1677] + [Part 79:177:1925;
NCL § 1678]—(NRS A 1959, 682; 1969, 571; 1987,
1057; 1989, 949, 975, 1971; 1991, 1213; 1993, 948; 1995, 2095)
NRS 78.095 Change of address of resident agent and registered
office.
1. Within 30 days after changing the location of his office
from one address to another in this State, a resident agent
shall sign a certificate setting forth:
(a) The names of all the corporations represented by the
resident agent;
(b) The address at which the resident agent has maintained
the registered office for each of such corporations; and
(c) The new address to which the resident agency will be
transferred and at which the resident agent will thereafter
maintain the registered office for each of the corporations
recited in the certificate.
2. Upon the filing of the certificate in the Office of the
Secretary of State, the registered office in this State of
each of the corporations recited in the certificate is located
at the new address of the resident agent thereof as set forth
in the certificate.
[1:17:1931; 1931 NCL § 1677.01]—(NRS A 1983, 261;
1989, 871; 1991, 1214; 1993, 948; 1995, 1112; 2003, 3081)
NRS 78.097 Resident agent: Resignation; designation of successor
after death, resignation or removal from State.
1. A resident agent who desires to resign shall file with
the Secretary of State a signed statement, on a form provided
by the Secretary of State, for each artificial person formed,
organized, registered or qualified pursuant to the provisions
of this title that he is unwilling to continue to act as the
resident agent of the artificial person for the service of
process. The fee for filing a statement of resignation is
$100 for the first artificial person for whom the resident
agent is unwilling to continue to act as the agent and $1
for each additional artificial person listed on the statement
of resignation. A resignation is not effective until the signed
statement is filed with the Secretary of State.
2. The statement of resignation may contain a statement of
the affected corporation appointing a successor resident agent
for that corporation. A certificate of acceptance signed by
the new resident agent, stating the full name, complete street
address and, if different from the street address, mailing
address of the new resident agent, must accompany the statement
appointing a successor resident agent.
3. Upon the filing of the statement of resignation with the
Secretary of State the capacity of the resigning person as
resident agent terminates. If the statement of resignation
contains no statement by the corporation appointing a successor
resident agent, the resigning resident agent shall immediately
give written notice, by mail, to the corporation of the filing
of the statement and its effect. The notice must be addressed
to any officer of the corporation other than the resident
agent.
4. If a resident agent dies, resigns or removes from the
State, the corporation, within 30 days thereafter, shall file
with the Secretary of State a certificate of acceptance signed
by the new resident agent. The certificate must set forth
the full name and complete street address of the new resident
agent for the service of process, and may have a separate
mailing address, such as a post office box, which may be different
from the street address.
5. A corporation that fails to file a certificate of acceptance
signed by the new resident agent within 30 days after the
death, resignation or removal of its former resident agent
shall be deemed in default and is subject to the provisions
of NRS 78.170 and 78.175.
(Added to NRS by 1959, 681; A 1967, 89; 1969, 11; 1989, 949;
1991, 1214; 1993, 949; 1999, 1579; 2003, 3081; 2003, 20th
Special Session, 29)
NRS 78.105 Maintenance of records at registered office; inspection
and copying of records; civil liability; penalties.
1. A corporation shall keep a copy of the following records
at its registered office:
(a) A copy certified by the Secretary of State of its articles
of incorporation, and all amendments thereto;
(b) A copy certified by an officer of the corporation of
its bylaws and all amendments thereto; and
(c) A stock ledger or a duplicate stock ledger, revised annually,
containing the names, alphabetically arranged, of all persons
who are stockholders of the corporation, showing their places
of residence, if known, and the number of shares held by them
respectively. In lieu of the stock ledger or duplicate stock
ledger, the corporation may keep a statement setting out the
name of the custodian of the stock ledger or duplicate stock
ledger, and the present and complete mailing or street address
where the stock ledger or duplicate stock ledger specified
in this section is kept.
2. Any person who has been a stockholder of record of a corporation
for at least 6 months immediately preceding his demand, or
any person holding, or thereunto authorized in writing by
the holders of, at least 5 percent of all of its outstanding
shares, upon at least 5 days’ written demand is entitled
to inspect in person or by agent or attorney, during usual
business hours, the records required by subsection 1 and make
copies therefrom. Holders of voting trust certificates representing
shares of the corporation must be regarded as stockholders
for the purpose of this subsection. Every corporation that
neglects or refuses to keep the records required by subsection
1 open for inspection, as required in this subsection, shall
forfeit to the State the sum of $25 for every day of such
neglect or refusal.
3. If any corporation willfully neglects or refuses to make
any proper entry in the stock ledger or duplicate copy thereof,
or neglects or refuses to permit an inspection of the records
required by subsection 1 upon demand by a person entitled
to inspect them, or refuses to permit copies to be made therefrom,
as provided in subsection 2, the corporation is liable to
the person injured for all damages resulting to him therefrom.
4. When the corporation keeps a statement in the manner provided
for in paragraph (c) of subsection 1, the information contained
thereon must be given to any stockholder of the corporation
demanding the information, when the demand is made during
business hours. Every corporation that neglects or refuses
to keep a statement available, as in this subsection required,
shall forfeit to the State the sum of $25 for every day of
such neglect or refusal.
5. In every instance where an attorney or other agent of
the stockholder seeks the right of inspection, the demand
must be accompanied by a power of attorney signed by the stockholder
authorizing the attorney or other agent to inspect on behalf
of the stockholder.
6. The right to copy records under subsection 2 includes,
if reasonable, the right to make copies by photographic, xerographic
or other means.
7. The corporation may impose a reasonable charge to recover
the costs of labor and materials and the cost of copies of
any records provided to the stockholder.
[80:177:1925; A 1951, 332]—(NRS A 1959, 29; 1963, 217;
1965, 978; 1991, 1214; 1997, 697; 2003, 3082)
NRS 78.107 Denial of request for inspection of records; defense
to action for penalties or damages; authority of court to
compel production of records.
1. An inspection authorized by NRS 78.105 may be denied to
a stockholder or other person upon his refusal to furnish
to the corporation an affidavit that the inspection is not
desired for a purpose which is in the interest of a business
or object other than the business of the corporation and that
he has not at any time sold or offered for sale any list of
stockholders of any domestic or foreign corporation or aided
or abetted any person in procuring any such record of stockholders
for any such purpose.
2. It is a defense to any action for penalties or damages
under NRS 78.105 that the person suing has at any time sold,
or offered for sale, any list of stockholders of the corporation,
or any other corporation, or has aided or abetted any person
in procuring any such stock list for any such purpose, or
that the person suing desired inspection for a purpose which
is in the interest of a business or object other than the
business of the corporation.
3. This section does not impair the power or jurisdiction
of any court to compel the production for examination of the
books of a corporation in any proper case.
(Added to NRS by 1997, 693)
NRS 78.110 Resident agent: Revocation of appointment; change
of name.
1. If a corporation created pursuant to this chapter desires
to change its resident agent, the change may be effected by
filing with the Secretary of State a certificate of change
of resident agent signed by an officer of the corporation
which sets forth:
(a) The name of the corporation;
(b) The name and street address of its present resident agent;
and
(c) The name and street address of the new resident agent.
2. The new resident agent’s certificate of acceptance
must be a part of or attached to the certificate of change
of resident agent.
3. If the name of a resident agent is changed as a result
of a merger, conversion, exchange, sale, reorganization or
amendment, the resident agent shall:
(a) File with the Secretary of State a certificate of name
change of resident agent that includes:
(1) The current name of the resident agent as filed with
the Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person formed,
organized, registered or qualified pursuant to the provisions
of this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomes effective
upon the filing of the proper certificate of change.
[89:177:1925; NCL § 1688]—(NRS A 1959, 683; 1989,
950; 1991, 1216; 1995, 2096; 1999, 1579; 2003, 20th Special
Session, 30)
DIRECTORS AND OFFICERS
NRS 78.115 Board of directors: Number and qualifications.
The business of every corporation must be managed under the
direction of a board of directors or trustees, all of whom
must be natural persons who are at least 18 years of age.
A corporation must have at least one director, and may provide
in its articles of incorporation or in its bylaws for a fixed
number of directors or a variable number of directors, and
for the manner in which the number of directors may be increased
or decreased. Unless otherwise provided in the articles of
incorporation, directors need not be stockholders.
[Part 31:177:1925; NCL § 1630]—(NRS A 1965, 1012;
1981, 384; 1987, 577; 1993, 949; 1995, 1113; 2003, 3083)
NRS 78.120 Board of directors: General powers.
1. Subject only to such limitations as may be provided by
this chapter, or the articles of incorporation of the corporation,
the board of directors has full control over the affairs of
the corporation.
2. Except as otherwise provided in this subsection and subject
to the bylaws, if any, adopted by the stockholders, the directors
may make the bylaws of the corporation. Unless otherwise prohibited
by any bylaw adopted by the stockholders, the directors may
adopt, amend or repeal any bylaw, including any bylaw adopted
by the stockholders. The articles of incorporation may grant
the authority to adopt bylaws exclusively to the directors.
3. The selection of a period for the achievement of corporate
goals is the responsibility of the directors.
[Part 31:177:1925; NCL § 1630]—(NRS A 1991, 1217;
2003, 3083)
NRS 78.125 Committees of board of directors: Designation;
powers; membership.
1. Unless it is otherwise provided in the articles of incorporation,
the board of directors may designate one or more committees
which, to the extent provided in the resolution or resolutions
or in the bylaws of the corporation, have and may exercise
the powers of the board of directors in the management of
the business and affairs of the corporation.
2. Each committee must include at least one director. Unless
the articles of incorporation or the bylaws provide otherwise,
the board of directors may appoint natural persons who are
not directors to serve on committees.
3. The board of directors may designate one or more directors
as alternate members of a committee to replace any member
who is disqualified or absent from a meeting of the committee.
The bylaws of the corporation may provide that, unless the
board of directors appoints alternate members pursuant to
this subsection, the member or members of a committee present
at a meeting and not disqualified from voting, whether or
not the member or members constitute a quorum, may unanimously
appoint another member of the board of directors to act at
the meeting in the place of an absent or disqualified member
of the committee.
[32:177:1925; A 1929, 413; NCL § 1631]—(NRS A
1971, 1100; 1991, 1217; 1993, 949; 2001, 1359, 3199; 2003,
3083)
NRS 78.130 Officers of corporation: Selection; qualifications;
terms; powers and duties; filling of vacancies.
1. Every corporation must have a president, a secretary and
a treasurer.
2. Every corporation may also have one or more vice presidents,
assistant secretaries and assistant treasurers, and such other
officers and agents as may be deemed necessary.
3. All officers must be natural persons and must be chosen
in such manner, hold their offices for such terms and have
such powers and duties as may be prescribed by the bylaws
or determined by the board of directors. Any natural person
may hold two or more offices.
4. An officer holds office after the expiration of his term
until a successor is chosen or until his resignation or removal
before the expiration of his term. A failure to elect officers
does not require the corporation to be dissolved. Any vacancy
occurring in an office of the corporation by death, resignation,
removal or otherwise, must be filled as the bylaws provide,
or in the absence of such a provision, by the board of directors.
[36:177:1925; A 1937, 291; 1931 NCL § 1635]—(NRS
A 1960, 152; 1991, 1217; 1993, 950)
NRS 78.135 Authority of directors and representatives of
corporation.
1. The statement in the articles of incorporation of the
objects, purposes, powers and authorized business of the corporation
constitutes, as between the corporation and its directors,
officers or stockholders, an authorization to the directors
and a limitation upon the actual authority of the representatives
of the corporation. Such limitations may be asserted in a
proceeding by a stockholder or the State to enjoin the doing
or continuation of unauthorized business by the corporation
or its officers, or both, in cases where third parties have
not acquired rights thereby, or to dissolve the corporation,
or in a proceeding by the corporation or by the stockholders
suing in a representative suit against the officers or directors
of the corporation for violation of their authority.
2. No limitation upon the business, purposes or powers of
the corporation or upon the powers of the stockholders, officers
or directors, or the manner of exercise of such powers, contained
in or implied by the articles may be asserted as between the
corporation or any stockholder and any third person.
3. Any contract or conveyance, otherwise lawful, made in
the name of a corporation, which is authorized or ratified
by the directors, or is done within the scope of the authority,
actual or apparent, given by the directors, binds the corporation,
and the corporation acquires rights thereunder, whether the
contract is signed or is wholly or in part executory.
[Part 31(a):177:1925; added 1949, 158; 1943 NCL § 1630.01]—(NRS
A 1961, 94; 1993, 950; 2003, 3083)
NRS 78.138 Directors and officers: Exercise of powers; performance
of duties; presumptions and considerations; liability to corporation
and stockholders.
1. Directors and officers shall exercise their powers in
good faith and with a view to the interests of the corporation.
2. In performing their respective duties, directors and officers
are entitled to rely on information, opinions, reports, books
of account or statements, including financial statements and
other financial data, that are prepared or presented by:
(a) One or more directors, officers or employees of the corporation
reasonably believed to be reliable and competent in the matters
prepared or presented;
(b) Counsel, public accountants, financial advisers, valuation
advisers, investment bankers or other persons as to matters
reasonably believed to be within the preparer’s or presenter’s
professional or expert competence; or
(c) A committee on which the director or officer relying
thereon does not serve, established in accordance with NRS
78.125, as to matters within the committee’s designated
authority and matters on which the committee is reasonably
believed to merit confidence,
Ê but a director or officer is not entitled to rely
on such information, opinions, reports, books of account or
statements if he has knowledge concerning the matter in question
that would cause reliance thereon to be unwarranted.
3. Directors and officers, in deciding upon matters of business,
are presumed to act in good faith, on an informed basis and
with a view to the interests of the corporation.
4. Directors and officers, in exercising their respective
powers with a view to the interests of the corporation, may
consider:
(a) The interests of the corporation’s employees, suppliers,
creditors and customers;
(b) The economy of the State and Nation;
(c) The interests of the community and of society; and
(d) The long-term as well as short-term interests of the
corporation and its stockholders, including the possibility
that these interests may be best served by the continued independence
of the corporation.
5. Directors and officers are not required to consider the
effect of a proposed corporate action upon any particular
group having an interest in the corporation as a dominant
factor.
6. The provisions of subsections 4 and 5 do not create or
authorize any causes of action against the corporation or
its directors or officers.
7. Except as otherwise provided in NRS 35.230, 90.660, 91.250,
452.200, 452.270, 668.045 and 694A.030, or unless the articles
of incorporation or an amendment thereto, in each case filed
on or after October 1, 2003, provide for greater individual
liability, a director or officer is not individually liable
to the corporation or its stockholders or creditors for any
damages as a result of any act or failure to act in his capacity
as a director or officer unless it is proven that:
(a) His act or failure to act constituted a breach of his
fiduciary duties as a director or officer; and
(b) His breach of those duties involved intentional misconduct,
fraud or a knowing violation of law.
(Added to NRS by 1991, 1184; A 1993, 951; 1999, 1580; 2001,
3171; 2003, 3084)
NRS 78.139 Directors and officers: Duties, presumptions and
powers when confronted with change or potential change in
control of corporation.
1. Except as otherwise provided in subsection 2 or the articles
of incorporation, directors and officers confronted with a
change or potential change in control of the corporation have:
(a) The duties imposed upon them by subsection 1 of NRS 78.138;
and
(b) The benefit of the presumptions established by subsection
3 of that section.
2. If directors and officers take action to resist a change
or potential change in control of a corporation which impedes
the exercise of the right of stockholders to vote for or remove
directors:
(a) The directors must have reasonable grounds to believe
that a threat to corporate policy and effectiveness exists;
and
(b) The action taken which impedes the exercise of the stockholders’
rights must be reasonable in relation to that threat.
Ê If those facts are found, the directors and officers
have the benefit of the presumption established by subsection
3 of NRS 78.138.
3. The provisions of subsection 2 do not apply to:
(a) Actions that only affect the time of the exercise of
stockholders’ voting rights; or
(b) The adoption or execution of plans, arrangements or instruments
that deny rights, privileges, power or authority to a holder
of a specified number or fraction of shares or fraction of
voting power.
4. The provisions of subsections 2 and 3 do not permit directors
or officers to abrogate any right conferred by statute or
the articles of incorporation.
5. Directors may resist a change or potential change in control
of the corporation if the directors by a majority vote of
a quorum determine that the change or potential change is
opposed to or not in the best interest of the corporation:
(a) Upon consideration of the interests of the corporation’s
stockholders and any of the matters set forth in subsection
4 of NRS 78.138; or
(b) Because the amount or nature of the indebtedness and
other obligations to which the corporation or any successor
to the property of either may become subject, in connection
with the change or potential change in control, provides reasonable
grounds to believe that, within a reasonable time:
(1) The assets of the corporation or any successor would
be or become less than its liabilities;
(2) The corporation or any successor would be or become insolvent;
or
(3) Any voluntary or involuntary proceeding pursuant to the
federal bankruptcy laws concerning the corporation or any
successor would be commenced by any person.
(Added to NRS by 1999, 1575)
NRS 78.140 Restrictions on transactions involving interested
directors or officers; compensation of directors.
1. A contract or other transaction is not void or voidable
solely because:
(a) The contract or transaction is between a corporation
and:
(1) One or more of its directors or officers; or
(2) Another corporation, firm or association in which one
or more of its directors or officers are directors or officers
or are financially interested;
(b) A common or interested director or officer:
(1) Is present at the meeting of the board of directors or
a committee thereof which authorizes or approves the contract
or transaction; or
(2) Joins in the signing of a written consent which authorizes
or approves the contract or transaction pursuant to subsection
2 of NRS 78.315; or
(c) The vote or votes of a common or interested director
are counted for the purpose of authorizing or approving the
contract or transaction,
Ê if one of the circumstances specified in subsection
2 exists.
2. The circumstances in which a contract or other transaction
is not void or voidable pursuant to subsection 1 are:
(a) The fact of the common directorship, office or financial
interest is known to the board of directors or committee,
and the board or committee authorizes, approves or ratifies
the contract or transaction in good faith by a vote sufficient
for the purpose without counting the vote or votes of the
common or interested director or directors.
(b) The fact of the common directorship, office or financial
interest is known to the stockholders, and they approve or
ratify the contract or transaction in good faith by a majority
vote of stockholders holding a majority of the voting power.
The votes of the common or interested directors or officers
must be counted in any such vote of stockholders.
(c) The fact of the common directorship, office or financial
interest is not known to the director or officer at the time
the transaction is brought before the board of directors of
the corporation for action.
(d) The contract or transaction is fair as to the corporation
at the time it is authorized or approved.
3. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors
or a committee thereof which authorizes, approves or ratifies
a contract or transaction, and if the votes of the common
or interested directors are not counted at the meeting, then
a majority of the disinterested directors may authorize, approve
or ratify a contract or transaction.
4. Unless otherwise provided in the articles of incorporation
or the bylaws, the board of directors, without regard to personal
interest, may establish the compensation of directors for
services in any capacity. If the board of directors establishes
the compensation of directors pursuant to this subsection,
such compensation is presumed to be fair to the corporation
unless proven unfair by a preponderance of the evidence.
[31(b):177:1925; added 1951, 328]—(NRS A 1959, 683;
1969, 113; 1989, 872; 1991, 1218; 1993, 952; 1997, 698; 2003,
3085)
ANNUAL LIST; DEFAULTING CORPORATIONS
NRS 78.150 Filing requirements; fees; powers and duties of
Secretary of State.
1. A corporation organized pursuant to the laws of this State
shall, on or before the last day of the first month after
the filing of its articles of incorporation with the Secretary
of State, file with the Secretary of State a list, on a form
furnished by him, containing:
(a) The name of the corporation;
(b) The file number of the corporation, if known;
(c) The names and titles of the president, secretary and
treasurer, or the equivalent thereof, and of all the directors
of the corporation;
(d) The address, either residence or business, of each officer
and director listed, following the name of the officer or
director;
(e) The name and address of the lawfully designated resident
agent of the corporation; and
(f) The signature of an officer of the corporation certifying
that the list is true, complete and accurate.
2. The corporation shall annually thereafter, on or before
the last day of the month in which the anniversary date of
incorporation occurs in each year, file with the Secretary
of State, on a form furnished by him, an annual list containing
all of the information required in subsection 1.
3. Each list required by subsection 1 or 2 must be accompanied
by:
(a) A declaration under penalty of perjury that the corporation:
(1) Has complied with the provisions of NRS 360.780; and
(2) Acknowledges that pursuant to NRS 239.330, it is a category
C felony to knowingly offer any false or forged instrument
for filing with the Office of the Secretary of State.
(b) A statement as to whether the corporation is a publicly
traded company. If the corporation is a publicly traded company,
the corporation must list its Central Index Key. The Secretary
of State shall include on his Internet website the Central
Index Key of a corporation provided pursuant to this paragraph
and instructions describing the manner in which a member of
the public may obtain information concerning the corporation
from the Securities and Exchange Commission.
4. Upon filing the list required by:
(a) Subsection 1, the corporation shall pay to the Secretary
of State a fee of $125.
(b) Subsection 2, the corporation shall pay to the Secretary
of State, if the amount represented by the total number of
shares provided for in the articles is:
$75,000 or less.........................................................................................................
$125
Over $75,000 and not over $200,000......................................................................
175
Over $200,000 and not over $500,000....................................................................
275
Over $500,000 and not over $1,000,000.................................................................
375
Over $1,000,000:
For the first $1,000,000......................................................................................
375
For each additional $500,000 or fraction thereof...........................................
275
The maximum fee which may be charged pursuant to paragraph
(b) for filing the annual list is $11,100.
5. If a director or officer of a corporation resigns and the
resignation is not made in conjunction with the filing of
an annual or amended list of directors and officers, the corporation
shall pay to the Secretary of State a fee of $75 to file the
resignation of the director or officer.
6. The Secretary of State shall, 60 days before the last
day for filing each annual list required by subsection 2,
cause to be mailed to each corporation which is required to
comply with the provisions of NRS 78.150 to 78.185, inclusive,
and which has not become delinquent, a notice of the fee due
pursuant to subsection 4 and a reminder to file the annual
list required by subsection 2. Failure of any corporation
to receive a notice or form does not excuse it from the penalty
imposed by law.
7. If the list to be filed pursuant to the provisions of
subsection 1 or 2 is defective in any respect or the fee required
by subsection 4 is not paid, the Secretary of State may return
the list for correction or payment.
8. An annual list for a corporation not in default which
is received by the Secretary of State more than 90 days before
its due date shall be deemed an amended list for the previous
year and must be accompanied by the appropriate fee as provided
in subsection 4 for filing. A payment submitted pursuant to
this subsection does not satisfy the requirements of subsection
2 for the year to which the due date is applicable.
[Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL §
1804]—(NRS A 1957, 315; 1959, 684; 1977, 401; 1979,
185; 1983, 689; 1985, 233; 1989, 976; 1991, 2460; 1993, 952;
1995, 2096; 1997, 2808, 3126; 1999, 639, 1581, 3018; 2001,
215, 1359, 3172, 3199; 2003, 928, 2253; 2003, 20th Special
Session, 30, 182)
NRS 78.153 Additional filing requirements for certain corporations:
Criteria; statement; fees.
1. At the time of submitting any list required pursuant to
NRS 78.150, a corporation that meets the criteria set forth
in subsection 2 must submit:
(a) The statement required pursuant to subsection 3, accompanied
by a declaration under penalty of perjury attesting that the
statement does not contain any material misrepresentation
of fact; and
(b) A fee of $100,000, to be distributed in the manner provided
pursuant to subsection 4.
2. A corporation must submit a statement pursuant to this
section if the corporation, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within
this State for any product sold or distributed by the corporation
within this State; and
(b) Has had, during the previous 5-year period, a total of
five or more investigations commenced against the corporation,
its parent or its subsidiaries in any jurisdiction within
the United States, including all state and federal investigations:
(1) Which concern any alleged contract, combination or conspiracy
in restraint of trade, as described in subsection 1 of NRS
598A.060, or which concern similar activities prohibited by
a substantially similar law of another jurisdiction; and
(2) Which resulted in the corporation being fined or otherwise
penalized or which resulted in the corporation being required
to divest any holdings or being unable to acquire any holdings
as a condition for the settlement, dismissal or resolution
of those investigations.
3. A corporation that meets the criteria set forth in subsection
2 shall submit a statement which includes the following information
with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the
facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation,
a copy of all pleadings filed in the investigation by any
party to the litigation.
(d) A summary of the outcome of the investigation, including
specific information concerning whether any fine or penalty
was imposed against the corporation and whether the corporation
was required to divest any holdings or was unable to acquire
any holdings as a condition for the settlement, dismissal
or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be deposited
in the Attorney General’s Administration Budget Account
and used solely for the purpose of investigating any alleged
contract, combination or conspiracy in restraint of trade,
as described in subsection 1 of NRS 598A.060.
(Added to NRS by 2003, 927)
NRS 78.155 Certificate of authorization to transact business.
If a corporation has filed the initial or annual list in compliance
with NRS 78.150 and has paid the appropriate fee for the filing,
the cancelled check or other proof of payment received by
the corporation constitutes a certificate authorizing it to
transact its business within this State until the last day
of the month in which the anniversary of its incorporation
occurs in the next succeeding calendar year.
[2:180:1925; A 1931, 408; 1931 NCL § 1805]—(NRS
A 1959, 684; 1981, 62; 1983, 689; 1993, 953; 1999, 1582; 2001,
3173; 2003, 20th Special Session, 31)
NRS 78.165 Addresses of officers and directors required;
failure to file.
1. Each list required to be filed under the provisions of
NRS 78.150 to 78.185, inclusive, must, after the name of each
officer and director listed thereon, set forth the address,
either residence or business, of each officer and director.
2. If the addresses are not stated for each person on any
list offered for filing, the Secretary of State may refuse
to file the list, and the corporation for which the list has
been offered for filing is subject to all the provisions of
NRS 78.150 to 78.185, inclusive, relating to failure to file
the list within or at the times therein specified, unless
a list is subsequently submitted for filing which conforms
to the provisions of NRS 78.150 to 78.185, inclusive.
[3(a):180:1925; added 1951, 280]—(NRS A 1959, 685;
1985, 233; 1991, 1219; 2003, 3086; 2003, 20th Special Session,
31)
NRS 78.170 Defaulting corporations: Identification; reinstatement
of corporation which is unit-owners’ association; penalty.
1. Each corporation which is required to make a filing and
pay the fee prescribed in NRS 78.150 to 78.185, inclusive,
and which refuses or neglects to do so within the time provided
shall be deemed in default.
2. Upon notification from the Administrator of the Real Estate
Division of the Department of Business and Industry that a
corporation which is a unit-owners’ association as defined
in NRS 116.011 has failed to register pursuant to NRS 116.31158
or failed to pay the fees pursuant to NRS 116.31155, the Secretary
of State shall deem the corporation to be in default. If,
after the corporation is deemed to be in default, the Administrator
notifies the Secretary of State that the corporation has registered
pursuant to NRS 116.31158 and paid the fees pursuant to NRS
116.31155, the Secretary of State shall reinstate the corporation
if the corporation complies with the requirements for reinstatement
as provided in this section and NRS 78.180 and 78.185.
3. For default there must be added to the amount of the fee
a penalty of $75. The fee and penalty must be collected as
provided in this chapter.
[4:180:1925; A 1931, 408; 1931 NCL § 1807]—(NRS
A 1977, 401, 606; 1979, 185; 1983, 690; 1985, 233; 1989, 976;
1991, 1219; 1995, 1113; 2001, 3173; 2003, 929; 2003, 20th
Special Session, 32)
NRS 78.175 Defaulting corporations: Duties of Secretary of
State; revocation of charter and forfeiture of right to transact
business; distribution of assets.
1. The Secretary of State shall notify, by providing written
notice to its resident agent, each corporation deemed in default
pursuant to NRS 78.170. The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. On the first day of the first anniversary of the month
following the month in which the filing was required, the
charter of the corporation is revoked and its right to transact
business is forfeited.
3. The Secretary of State shall compile a complete list containing
the names of all corporations whose right to transact business
has been forfeited.
4. The Secretary of State shall forthwith notify, by providing
written notice to its resident agent, each corporation specified
in subsection 3 of the forfeiture of its charter. The written
notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
5. If the charter of a corporation is revoked and the right
to transact business is forfeited as provided in subsection
2, all the property and assets of the defaulting domestic
corporation must be held in trust by the directors of the
corporation as for insolvent corporations, and the same proceedings
may be had with respect thereto as are applicable to insolvent
corporations. Any person interested may institute proceedings
at any time after a forfeiture has been declared, but, if
the Secretary of State reinstates the charter, the proceedings
must at once be dismissed and all property restored to the
officers of the corporation.
6. Where the assets are distributed, they must be applied
in the following manner:
(a) To the payment of the filing fee, penalties incurred
and costs due the State;
(b) To the payment of the creditors of the corporation; and
(c) Any balance remaining, to distribution among the stockholders.
[Part 5:180:1925; NCL § 1808]—(NRS A 1957, 152;
1959, 59; 1973, 1026; 1977, 606; 1979, 185; 1991, 1219; 1995,
1113; 2001, 1360, 3199; 2003, 20th Special Session, 32)
NRS 78.180 Defaulting corporations: Conditions and procedure
for reinstatement.
1. Except as otherwise provided in subsections 3 and 4, the
Secretary of State shall reinstate a corporation which has
forfeited or which forfeits its right to transact business
pursuant to the provisions of this chapter and shall restore
to the corporation its right to carry on business in this
State, and to exercise its corporate privileges and immunities,
if it:
(a) Files with the Secretary of State:
(1) The list required by NRS 78.150;
(2) The statement required by NRS 78.153, if applicable;
and
(3) A certificate of acceptance of appointment signed by
its resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 78.150 and
78.170 for each year or portion thereof during which it failed
to file each required annual list in a timely manner;
(2) The fee set forth in NRS 78.153, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the corporation,
he shall issue to the corporation a certificate of reinstatement
if the corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 8 of NRS
78.785.
3. The Secretary of State shall not order a reinstatement
unless all delinquent fees and penalties have been paid, and
the revocation of the charter occurred only by reason of failure
to pay the fees and penalties.
4. If a corporate charter has been revoked pursuant to the
provisions of this chapter and has remained revoked for a
period of 5 consecutive years, the charter must not be reinstated.
[6:180:1925; A 1927, 42; NCL § 1809]—(NRS A 1959,
60; 1973, 1027; 1975, 477; 1977, 402; 1985, 234, 1871; 1991,
1220; 1993, 953; 1995, 1114; 1997, 2808; 2001, 1360, 3173,
3199; 2003, 20th Special Session, 33)
NRS 78.185 Defaulting corporations: Reinstatement under old
or new name; regulations.
1. Except as otherwise provided in subsection 2, if a corporation
applies to reinstate or revive its charter but its name has
been legally reserved or acquired by another artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title whose name is on file with the Office
of the Secretary of State or reserved in the Office of the
Secretary of State pursuant to the provisions of this title,
the corporation shall in its application for reinstatement
submit in writing to the Secretary of State some other name
under which it desires its corporate existence to be reinstated
or revived. If that name is distinguishable from all other
names reserved or otherwise on file, the Secretary of State
shall reinstatement the corporation under that new name. Upon
the issuance of a certificate of reinstatement or revival
under that new name, the articles of incorporation of the
applying corporation shall be deemed to reflect the new name
without the corporation having to comply with the provisions
of NRS 78.385, 78.390 or 78.403.
2. If the applying corporation submits the written, acknowledged
consent of the artificial person having a name, or the person
who has reserved a name, which is not distinguishable from
the old name of the applying corporation or a new name it
has submitted, it may be reinstated or revived under that
name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved name solely
because one or the other contains distinctive lettering, a
distinctive mark, a trademark or a trade name, or any combination
of these.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
[7:180:1925; NCL § 1810]—(NRS A 1961, 94; 1987,
1057; 1991, 1221; 1993, 953; 1997, 2809; 1999, 1582; 2003,
3086; 2003, 20th Special Session, 33)
STOCK AND OTHER SECURITIES; DISTRIBUTIONS
NRS 78.191 “Distribution” defined. As used in
NRS 78.191 to 78.307, inclusive, unless the context otherwise
requires, the word “distribution” means a direct
or indirect transfer of money or other property other than
its own shares or the incurrence of indebtedness by a corporation
to or for the benefit of its stockholders with respect to
any of its shares. A distribution may be in the form of a
declaration or payment of a dividend, a purchase, redemption
or other acquisition of shares, a distribution of indebtedness,
or otherwise.
(Added to NRS by 1991, 1185)
NRS 78.195 Issuance of more than one class or series of stock;
rights of stockholders.
1. If a corporation desires to have more than one class or
series of stock, the articles of incorporation must prescribe,
or vest authority in the board of directors to prescribe,
the classes, series and the number of each class or series
of stock and the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class
or series of stock. If more than one class or series of stock
is authorized, the articles of incorporation or the resolution
of the board of directors passed pursuant to a provision of
the articles must prescribe a distinguishing designation for
each class and series. The voting powers, designations, preferences,
limitations, restrictions, relative rights and distinguishing
designation of each class or series of stock must be described
in the articles of incorporation or the resolution of the
board of directors before the issuance of shares of that class
or series.
2. All shares of a series must have voting powers, designations,
preferences, limitations, restrictions and relative rights
identical with those of other shares of the same series and,
except to the extent otherwise provided in the description
of the series, with those of other series of the same class.
3. Unless otherwise provided in the articles of incorporation,
no stock issued as fully paid up may ever be assessed and
the articles of incorporation must not be amended in this
particular.
4. Any rate, condition or time for payment of distributions
on any class or series of stock may be made dependent upon
any fact or event which may be ascertained outside the articles
of incorporation or the resolution providing for the distributions
adopted by the board of directors if the manner in which a
fact or event may operate upon the rate, condition or time
of payment for the distributions is stated in the articles
of incorporation or the resolution. As used in this subsection,
“fact or event” includes, without limitation,
the existence of a fact or occurrence of an event, including,
without limitation, a determination or action by a person,
the corporation itself or any government, governmental agency
or political subdivision of a government.
5. The provisions of this section do not restrict the directors
of a corporation from taking action to protect the interests
of the corporation and its stockholders, including, but not
limited to, adopting or signing plans, arrangements or instruments
that grant rights to stockholders or that deny rights, privileges,
power or authority to a holder of a specified number of shares
or percentage of share ownership or voting power.
[11:177:1925; A 1929, 413; 1941, 374; 1931 NCL § 1610]—(NRS
A 1961, 195; 1985, 1787; 1987, 577; 1989, 873; 1991, 1221;
1993, 954; 1995, 2097; 1999, 1582; 2001, 1361, 3199; 2003,
3086)
NRS 78.1955 Establishment of matters regarding class or series
of stock by resolution of board of directors.
1. If the voting powers, designations, preferences, limitations,
restrictions and relative rights of any class or series of
stock have been established by a resolution of the board of
directors pursuant to a provision in the articles of incorporation,
a certificate of designation setting forth the resolution
must be signed by an officer of the corporation and filed
with the Secretary of State. A certificate of designation
signed and filed pursuant to this section must become effective
before the issuance of any shares of the class or series.
2. Unless otherwise provided in the articles of incorporation
or the certificate of designation being amended, if no shares
of a class or series of stock established by a resolution
of the board of directors have been issued, the designation
of the class or series, the number of the class or series
and the voting powers, designations, preferences, limitations,
restrictions and relative rights of the class or series may
be amended by a resolution of the board of directors pursuant
to a certificate of amendment filed in the manner provided
in subsection 4.
3. Unless otherwise provided in the articles of incorporation
or the certificate of designation, if shares of a class or
series of stock established by a resolution of the board of
directors have been issued, the designation of the class or
series, the number of the class or series and the voting powers,
designations, preferences, limitations, restrictions and relative
rights of the class or series may be amended by a resolution
of the board of directors only if the amendment is approved
as provided in this subsection. Unless otherwise provided
in the articles of incorporation or the certificate of designation,
the proposed amendment adopted by the board of directors must
be approved by the vote of stockholders holding shares in
the corporation entitling them to exercise a majority of the
voting power, or such greater proportion of the voting power
as may be required by the articles of incorporation or the
certificate of designation, of:
(a) The class or series of stock being amended; and
(b) Each class and each series of stock which, before amendment,
is senior to the class or series being amended as to the payment
of distributions upon dissolution of the corporation, regardless
of any limitations or restrictions on the voting power of
that class or series.
4. A certificate of amendment to a certificate of designation
must be signed by an officer of the corporation and filed
with the Secretary of State and must:
(a) Set forth the original designation and the new designation,
if the designation of the class or series is being amended;
(b) State that no shares of the class or series have been
issued or state that the approval of the stockholders required
pursuant to subsection 3 has been obtained; and
(c) Set forth the amendment to the class or series or set
forth the designation of the class or series, the number of
the class or series and the voting powers, designations, preferences,
limitations, restrictions and relative rights of the class
or series, as amended.
5. A certificate filed pursuant to subsection 1 or 4 becomes
effective upon filing with the Secretary of State or upon
a later date specified in the certificate, which must not
be later than 90 days after the certificate is filed.
6. If shares of a class or series of stock established by
a certificate of designation are not outstanding, the corporation
may file a certificate which states that no shares of the
class or series are outstanding and which contains the resolution
of the board of directors authorizing the withdrawal of the
certificate of designation establishing the class or series
of stock. The certificate must be signed by an officer of
the corporation and filed with the Secretary of State. Upon
filing the certificate and payment of the fee required pursuant
to NRS 78.765, all matters contained in the certificate of
designation regarding the class or series of stock are eliminated
from the articles of incorporation.
7. NRS 78.380, 78.385 and 78.390 do not apply to certificates
of amendment filed pursuant to this section.
(Added to NRS by 1995, 2092; A 2001, 1362, 3199)
NRS 78.196 Required and authorized classes or series of stock;
shares called for redemption.
1. Each corporation must have:
(a) One or more classes or series of shares that together
have unlimited voting rights; and
(b) One or more classes or series of shares that together
are entitled to receive the net assets of the corporation
upon dissolution.
Ê If the articles of incorporation provide for only
one class of stock, that class of stock has unlimited voting
rights and is entitled to receive the net assets of the corporation
upon dissolution.
2. The articles of incorporation, or a resolution of the
board of directors pursuant thereto, may authorize one or
more classes or series of stock that:
(a) Have special, conditional or limited voting powers, or
no right to vote, except to the extent otherwise provided
by this title;
(b) Are redeemable or convertible:
(1) At the option of the corporation, the stockholders or
another person, or upon the occurrence of a designated event;
(2) For cash, indebtedness, securities or other property;
or
(3) In a designated amount or in an amount determined in
accordance with a designated formula or by reference to extrinsic
data or events;
(c) Entitle the stockholders to distributions calculated
in any manner, including dividends that may be cumulative,
noncumulative or partially cumulative;
(d) Have preference over any other class or series of shares
with respect to distributions, including dividends and distributions
upon the dissolution of the corporation;
(e) Have par value; or
(f) Have powers, designations, preferences, limitations,
restrictions and relative rights dependent upon any fact or
event which may be ascertained outside of the articles of
incorporation or the resolution if the manner in which the
fact or event may operate on such class or series of stock
is stated in the articles of incorporation or the resolution.
As used in this paragraph, “fact or event” includes,
without limitation, the existence of a fact or occurrence
of an event, including, without limitation, a determination
or action by a person, the corporation itself or any government,
governmental agency or political subdivision of a government.
3. Unless otherwise provided in the articles of incorporation
or in a resolution of the board of directors establishing
a class or series of stock, shares which are subject to redemption
and which have been called for redemption are not deemed to
be outstanding shares for purposes of voting or determining
the total number of shares entitled to vote on a matter on
and after the date on which:
(a) Written notice of redemption has been sent to the holders
of such shares; and
(b) A sum sufficient to redeem the shares has been irrevocably
deposited or set aside to pay the redemption price to the
holders of the shares upon surrender of any certificates.
4. The description of voting powers, designations, preferences,
limitations, restrictions and relative rights of the classes
or series of shares contained in this section is not exclusive.
(Added to NRS by 1991, 1185; A 1999, 1583; 2001, 1363, 3199;
2003, 3087)
NRS 78.197 Rights of persons holding obligations of corporation.
A corporation may provide in its articles of incorporation
that the holder of a bond, debenture or other obligation of
the corporation may have any of the rights of a stockholder
in the corporation.
(Added to NRS by 1987, 574; A 1993, 955)
NRS 78.200 Rights or options to purchase stock.
1. A corporation may create and issue rights or options entitling
the holders thereof to purchase from the corporation any shares
of its stock of any class or classes to be evidenced by or
in such instrument or instruments as are approved by the board
of directors.
2. The terms upon which, the time or times, which may be
limited or unlimited in duration, at or within which, and
the price or prices, including a formula by which such price
or prices may be determined, at which any such shares may
be purchased from the corporation upon the exercise of any
such right or option may be fixed and stated in the articles
of incorporation or in a resolution or resolutions adopted
by the board of directors providing for the creation and issue
of the rights or options, and, in every case, set forth or
incorporated by reference in the instrument or instruments
evidencing the rights or options. The judgment of the board
of directors as to the consideration for such rights or options
issued is conclusive in the absence of actual fraud in the
transaction.
3. The board of directors may authorize one or more officers
of the corporation to:
(a) Designate the persons to be recipients of rights or options
created by the corporation; and
(b) Determine the number of rights or options to be received
by the persons designated pursuant to paragraph (a).
4. The authorization pursuant to subsection 3 must specify
the maximum number of rights or options the officer or officers
may award. The board of directors may not authorize an officer
to designate himself as a recipient of the rights or options.
[11(a):177:1925; added 1949, 158; 1943 NCL § 1610.01]—(NRS
A 1991, 1223; 1993, 955; 2003, 3088)
NRS 78.205 Fractions of shares: Issuance; alternatives to
issuance.
1. A corporation is not obligated to but may sign and deliver
a certificate for or including a fraction of a share.
2. In lieu of signing and delivering a certificate for a
fraction of a share, a corporation may:
(a) Pay to any person otherwise entitled to become a holder
of a fraction of a share:
(1) The appraised value of that share if the appraisal was
properly demanded pursuant to this chapter or chapter 92A
of NRS; or
(2) If no appraisal was demanded or an appraisal was not
properly demanded, an amount in cash specified for that purpose
as the value of the fraction in the articles, plan of reorganization,
plan of merger or exchange, resolution of the board of directors,
or other instrument pursuant to which the fractional share
would otherwise be issued, or, if not specified, then as may
be determined for that purpose by the board of directors of
the issuing corporation;
(b) Issue such additional fraction of a share as is necessary
to increase the fractional share to a full share; or
(c) Sign and deliver registered or bearer scrip over the
manual or facsimile signature of an officer of the corporation
or of its agent for that purpose, exchangeable as provided
on the scrip for full share certificates, but the scrip does
not entitle the holder to any rights as a stockholder except
as provided on the scrip. The scrip may provide that it becomes
void unless the rights of the holders are exercised within
a specified period and may contain any other provisions or
conditions that the corporation deems advisable. Whenever
any scrip ceases to be exchangeable for full share certificates,
the shares that would otherwise have been issuable as provided
on the scrip are deemed to be treasury shares unless the scrip
contains other provisions for their disposition.
3. The provisions of this section do not prevent a person
who holds a fractional share from disputing the appraised
value of a share pursuant to NRS 92A.300 to 92A.500, inclusive,
if the person is otherwise entitled to exercise such rights.
[11(b):177:1925; added 1953, 180]—(NRS A 1979, 1160;
1993, 956; 2001, 1364, 3199; 2003, 3089)
NRS 78.2055 Decrease in number of issued and outstanding
shares of class or series: Resolution by board of directors;
approval by stockholders; rights of stockholders.
1. Unless otherwise provided in the articles of incorporation,
a corporation that desires to decrease the number of issued
and outstanding shares of a class or series held by each stockholder
of record at the effective date and time of the change without
correspondingly decreasing the number of authorized shares
of the same class or series may do so if:
(a) The board of directors adopts a resolution setting forth
the proposal to decrease the number of issued and outstanding
shares of a class or series; and
(b) The proposal is approved by the vote of stockholders
holding a majority of the voting power of the affected class
or series, or such greater proportion as may be provided in
the articles of incorporation, regardless of limitations or
restrictions on the voting power of the affected class or
series.
2. If the proposal required by subsection 1 is approved by
the stockholders entitled to vote, the corporation may reissue
its stock in accordance with the proposal after the effective
date and time of the change.
3. Except as otherwise provided in this subsection, if a
proposed decrease in the number of issued and outstanding
shares of any class or series would adversely alter or change
any preference, or any relative or other right given to any
other class or series of outstanding shares, then the decrease
must be approved by the vote, in addition to any vote otherwise
required, of the holders of shares representing a majority
of the voting power of each class or series whose preference
or rights are adversely affected by the decrease, or such
greater proportion as may be provided in the articles of incorporation,
regardless of limitations or restrictions on the voting power
of the adversely affected class or series. The decrease does
not have to be approved by the vote of the holders of shares
representing a majority of the voting power of each class
or series whose preference or rights are adversely affected
by the decrease if the articles of incorporation specifically
deny the right to vote on such a decrease.
4. Any proposal to decrease the number of issued and outstanding
shares of any class or series, if any, that includes provisions
pursuant to which only money will be paid or scrip will be
issued to stockholders who:
(a) Before the decrease in the number of shares becomes effective,
hold 1 percent or more of the outstanding shares of the affected
class or series; and
(b) Would otherwise be entitled to receive fractions of shares
in exchange for the cancellation of all their outstanding
shares,
Ê is subject to the provisions of NRS 92A.300 to 92A.500,
inclusive. If the proposal is subject to those provisions,
any stockholder who is obligated to accept money or scrip
rather than receive a fraction of a share resulting from the
action taken pursuant to this section may dissent in accordance
with the provisions of NRS 92A.300 to 92A.500, inclusive,
and obtain payment of the fair value of the fraction of a
share to which the stockholder would otherwise be entitled.
(Added to NRS by 2001, 1357; A 2001, 3199; 2003, 3089)
NRS 78.207 Change in number of authorized shares of class
or series: Resolution by board of directors; approval by stockholders;
rights of stockholders.
1. Unless otherwise provided in the articles of incorporation,
a corporation that desires to change the number of shares
of a class or series, if any, of its authorized stock by increasing
or decreasing the number of authorized shares of the class
or series and correspondingly increasing or decreasing the
number of issued and outstanding shares of the same class
or series held by each stockholder of record at the effective
date and time of the change, may, except as otherwise provided
in subsections 2 and 3, do so by a resolution adopted by the
board of directors, without obtaining the approval of the
stockholders. The resolution may also provide for a change
of the par value, if any, of the same class or series of the
shares increased or decreased. After the effective date and
time of the change, the corporation may issue its stock in
accordance therewith.
2. A proposal to increase or decrease the number of authorized
shares of any class or series, if any, that includes provisions
pursuant to which only money will be paid or scrip will be
issued to stockholders who:
(a) Before the increase or decrease in the number of shares
becomes effective, in the aggregate hold 10 percent or more
of the outstanding shares of the affected class or series;
and
(b) Would otherwise be entitled to receive fractions of shares
in exchange for the cancellation of all of their outstanding
shares,
Ê must be approved by the vote of stockholders holding
a majority of the voting power of the affected class or series,
or such greater proportion as may be provided in the articles
of incorporation, regardless of limitations or restrictions
on the voting power thereof.
3. Except as otherwise provided in this subsection, if a
proposed increase or decrease in the number of authorized
shares of any class or series would adversely alter or change
any preference or any relative or other right given to any
other class or series of outstanding shares, then the increase
or decrease must be approved by the vote, in addition to any
vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series whose
preference or rights are adversely affected by the increase
or decrease, regardless of limitations or restrictions on
the voting power thereof. The increase or decrease does not
have to be approved by the vote of the holders of shares representing
a majority of the voting power in each class or series whose
preference or rights are adversely affected by the increase
or decrease if the articles of incorporation specifically
deny the right to vote on such an increase or decrease.
4. Any proposal to increase or decrease the number of authorized
shares of any class or series, if any, that includes provisions
pursuant to which only money will be paid or scrip will be
issued to stockholders who:
(a) Before the increase or decrease in the number of shares
becomes effective, hold 1 percent or more of the outstanding
shares of the affected class or series; and
(b) Would otherwise be entitled to receive a fraction of
a share in exchange for the cancellation of all of their outstanding
shares,
Ê is subject to the provisions of NRS 92A.300 to 92A.500,
inclusive. If the proposal is subject to those provisions,
any stockholder who is obligated to accept money or scrip
rather than receive a fraction of a share resulting from the
action taken pursuant to this section may dissent in accordance
with those provisions and obtain payment of the fair value
of the fraction of a share to which the stockholder would
otherwise be entitled.
[Part 6:177:1925; A 1951, 28]—(NRS A 1959, 688; 1991,
1224; 1993, 956; 1995, 2098; 1997, 699; 2001, 1364, 3199;
2003, 3090)
NRS 78.209 Change in number of authorized shares of class
or series: Filing and effectiveness of certificate of change;
amendment of articles of incorporation.
1. A change pursuant to NRS 78.207 is not effective until
after the filing in the Office of the Secretary of State of
a certificate, signed by an officer of the corporation, setting
forth:
(a) The current number of authorized shares and the par value,
if any, of each class or series, if any, of shares before
the change;
(b) The number of authorized shares and the par value, if
any, of each class or series, if any, of shares after the
change;
(c) The number of shares of each affected class or series,
if any, to be issued after the change in exchange for each
issued share of the same class or series;
(d) The provisions, if any, for the issuance of fractional
shares, or for the payment of money or the issuance of scrip
to stockholders otherwise entitled to a fraction of a share
and the percentage of outstanding shares affected thereby;
and
(e) That any required approval of the stockholders has been
obtained.
Ê The provisions in the articles of incorporation of
the corporation regarding the authorized number and par value,
if any, of the changed class or series, if any, of shares
shall be deemed amended as provided in the certificate at
the effective date and time of the change.
2. Unless an increase or decrease of the number of authorized
shares pursuant to NRS 78.207 is accomplished by an action
that otherwise requires an amendment to the articles of incorporation
of the corporation, such an amendment is not required by that
section.
3. A certificate filed pursuant to subsection 1 becomes effective
upon filing with the Secretary of State or upon a later date
specified in the certificate, which must not be later than
90 days after the certificate is filed.
4. If a certificate filed pursuant to subsection 1 specifies
an effective date, the board of directors may terminate the
effectiveness of the certificate by resolution. A certificate
of termination must:
(a) Be filed with the Secretary of State before the effective
date specified in the certificate filed pursuant to subsection
1;
(b) Identify the certificate being terminated;
(c) State that the effectiveness of the certificate has been
terminated;
(d) Be signed by an officer of the corporation; and
(e) Be accompanied by the fee required pursuant to NRS 78.765.
(Added to NRS by 1997, 694; A 2001, 1365, 3199)
NRS 78.211 Consideration for shares: Authority of board of
directors; effect of receipt; corporate action pending receipt
in future.
1. The board of directors may authorize shares to be issued
for consideration consisting of any tangible or intangible
property or benefit to the corporation, including, but not
limited to, cash, promissory notes, services performed, contracts
for services to be performed or other securities of the corporation.
The judgment of the board of directors as to the consideration
received for the shares issued is conclusive in the absence
of actual fraud in the transaction.
2. When the corporation receives the consideration for which
the board of directors authorized the issuance of shares,
the shares issued therefor are fully paid.
3. The corporation may place in escrow shares issued for
a contract for future services or benefits or a promissory
note, or make any other arrangements to restrict the transfer
of the shares. The corporation may credit distributions made
for the shares against their purchase price, until the services
are performed, the benefits are received or the promissory
note is paid. If the services are not performed, the benefits
are not received or the promissory note is not paid, the shares
escrowed or restricted and the distributions credited may
be cancelled in whole or in part.
(Added to NRS by 1991, 1186; A 1993, 958; 2001, 1366, 3199)
NRS 78.215 Issuance of shares for consideration or as share
dividend.
1. A corporation may issue and dispose of its authorized
shares for such consideration as may be prescribed in the
articles of incorporation or, if no consideration is so prescribed,
then for such consideration as may be fixed by the board of
directors.
2. If a consideration is prescribed for shares without par
value, that consideration must not be used to determine the
fees required for filing articles of incorporation pursuant
to NRS 78.760.
3. Unless the articles of incorporation provide otherwise,
shares may be issued pro rata and without consideration to
the corporation’s stockholders or to the stockholders
of one or more classes or series. An issuance of shares under
this subsection is a share dividend.
4. Shares of one class or series may not be issued as a share
dividend in respect of shares of another class or series unless:
(a) The articles of incorporation so authorize;
(b) A majority of the votes entitled to be cast by the class
or series to be issued approve the issue; or
(c) There are no outstanding shares of the class or series
to be issued.
5. If the board of directors does not fix the record date
for determining stockholders entitled to a share dividend,
it is the date the board of directors authorizes the share
dividend.
[13:177:1925; NCL § 1612]—(NRS A 1975, 478; 1991,
1225; 1993, 958)
NRS 78.220 Subscriptions for corporate shares: Payment; default;
irrevocability.
1. Subscriptions to the shares of a corporation, whether
made before or after its organization, must be paid in full
at such time or in such installments at such times as determined
by the board of directors. Any call made by the board of directors
for payment on subscriptions must be uniform as to all shares
of the same class or series.
2. If default is made in the payment of any installment or
call, the corporation may proceed to collect the amount due
in the same manner as any debt due the corporation. In addition,
the corporation may sell a sufficient number of the subscriber’s
shares at public auction to pay for the installment or call
and any incidental charges incurred as a result of the sale.
No penalty causing a forfeiture of a subscription, of stock
for which a subscription has been signed, or of amounts paid
thereon, may be declared against any subscriber unless the
amount due remains unpaid for 30 days after written demand.
Such written demand shall be deemed made when it is mailed
by registered or certified mail, return receipt requested,
to the subscriber’s last known address. If any of the
subscriber’s shares are sold at public auction, any
excess of the proceeds over the total of the amount due plus
any incidental charges of the sale must be paid to the subscriber
or his legal representative. If an action is brought to recover
the amount due on a subscription or call, any judgment in
favor of the corporation must be reduced by the amount of
the net proceeds of any sale by the corporation of the subscriber’s
stock.
3. All stock subject to a delinquent installment or call
and all amounts previously paid by a delinquent subscriber
for the stock must be forfeited to the corporation if an amount
due from a subscriber remains unpaid, the corporation has
complied with the requirements of subsection 2 and:
(a) A bidder does not purchase the subscriber’s shares
at public auction; or
(b) The corporation does not collect the defaulted amount
by an action at law.
4. If a receiver of a corporation has been appointed, all
unpaid subscriptions must be paid at such times and in such
installments as the receiver or the court may direct, subject,
however, to the provisions of the subscription contract.
5. A subscription for shares of a corporation to be organized
is irrevocable for 6 months unless otherwise provided by the
subscription agreement or unless all of the subscribers consent
to the revocation of the subscription.
[14:177:1925; NCL § 1613]—(NRS A 1977, 651; 2001,
1367, 3199; 2003, 3091)
NRS 78.225 Stockholder’s liability: No individual liability
except for payment for which shares were authorized to be
issued or which was specified in subscription agreement. Unless
otherwise provided in the articles of incorporation, no stockholder
of any corporation formed under the laws of this State is
individually liable for the debts or liabilities of the corporation.
A purchaser of shares of stock from the corporation is not
liable to the corporation or its creditors with respect to
the shares, except to pay the consideration for which the
shares were authorized to be issued or which was specified
in the written subscription agreement.
[15:177:1925; A 1929, 413; NCL § 1614]—(NRS A
1991, 1225)
NRS 78.230 Liability of holder of stock as collateral security;
liability of executors, administrators, guardians and trustees.
1. No person holding shares in any corporation as collateral
security shall be personally liable as a stockholder.
2. No executor, administrator, guardian or trustee, unless
he, without authorization, shall have voluntarily invested
the trust funds in such shares, shall be personally liable
as a stockholder, but the estate and funds in the hands of
such executor, administrator, guardian or trustee shall be
liable.
[16:177:1925; NCL § 1615]
NRS 78.235 Stock certificates: Validation; facsimile signatures;
uncertificated shares and informational statements; replacement.
1. Except as otherwise provided in subsection 4, every stockholder
is entitled to have a certificate, signed by officers or agents
designated by the corporation for the purpose, certifying
the number of shares owned by him in the corporation.
2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by
a registrar, then a facsimile of the signatures of the officers
or agents, the transfer agent or transfer clerk or the registrar
of the corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures. If a corporation
uses facsimile signatures of its officers and agents on its
stock certificates, it cannot act as registrar of its own
stock, but its transfer agent and registrar may be identical
if the institution acting in those dual capacities countersigns
or otherwise authenticates any stock certificates in both
capacities.
3. If any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any certificate
or certificates for stock cease to be an officer or officers
of the corporation, whether because of death, resignation
or other reason, before the certificate or certificates have
been delivered by the corporation, the certificate or certificates
may nevertheless be adopted by the corporation and be issued
and delivered as though the person or persons who signed the
certificate or certificates, or whose facsimile signature
or signatures have been used thereon, had not ceased to be
an officer or officers of the corporation.
4. Unless otherwise provided in the articles of incorporation
or bylaws, the board of directors may authorize the issuance
of uncertificated shares of some or all of the shares of any
or all of its classes or series. The issuance of uncertificated
shares has no effect on existing certificates for shares until
surrendered to the corporation, or on the respective rights
and obligations of the stockholders. Unless otherwise provided
by a specific statute, the rights and obligations of stockholders
are identical whether or not their shares of stock are represented
by certificates.
5. Within a reasonable time after the issuance or transfer
of shares without certificates, the corporation shall send
the stockholder a written statement containing the information
required on the certificates pursuant to subsection 1. At
least annually thereafter, the corporation shall provide to
its stockholders of record, a written statement confirming
the information contained in the informational statement previously
sent pursuant to this subsection.
6. Unless otherwise provided in the articles of incorporation
or bylaws, a corporation may issue a new certificate of stock
or, if authorized by the board of directors pursuant to subsection
4, uncertificated shares in place of a certificate previously
issued by it and alleged to have been lost, stolen or destroyed.
A corporation may require an owner or legal representative
of an owner of a lost, stolen or destroyed certificate to
give the corporation a bond or other security sufficient to
indemnify it against any claim that may be made against it
for the alleged loss, theft or destruction of a certificate,
or the issuance of a new certificate or uncertificated shares.
[Part 18:177:1925; A 1929, 413; 1937, 8; 1931 NCL §
1617]—(NRS A 1965, 1012; 1987, 579; 1991, 1226; 1993,
959; 2001, 1367, 3199)
NRS 78.240 Shares of stock are personal property; transfers.
The shares of stock in every corporation shall be personal
property and shall be transferable on the books of the corporation,
in such manner and under such regulations as may be provided
in the bylaws, and as provided in chapter 104 of NRS.
[Part 18:177:1925; A 1929, 413; 1937, 8; 1931 NCL §
1617]—(NRS A 1965, 917)
NRS 78.242 Restrictions on transfer of stock.
1. Subject to the limitation imposed by NRS 104.8204, a written
restriction on the transfer or registration of transfer of
the stock of a corporation, if permitted by this section,
may be enforced against the holder of the restricted stock
or any successor or transferee of the holder, including an
executor, administrator, trustee, guardian or other fiduciary
entrusted with like responsibility for the person or estate
of the holder.
2. A restriction on the transfer or registration of transfer
of the stock of a corporation may be imposed by the articles
of incorporation or by the bylaws or by an agreement among
any number of stockholders or between one or more stockholders
and the corporation. No restriction so imposed is binding
with respect to stocks issued before the adoption of the restriction
unless the stockholders are parties to an agreement or voted
in favor of the restriction.
3. A restriction on the transfer or the registration of transfer
of shares is valid and enforceable against the transferee
of the stockholder if the restriction is not prohibited by
other law and its existence is noted conspicuously on the
front or back of the stock certificate or is contained in
the statement of information required by NRS 78.235. Unless
so noted, a restriction is not enforceable against a person
without knowledge of the restriction.
4. A restriction on the transfer or registration of transfer
of stock of a corporation is permitted, without limitation
by this enumeration, if it:
(a) Obligates the stockholder first to offer to the corporation
or to any other stockholder or stockholders of the corporation
or to any other person or persons or to any combination of
the foregoing a prior opportunity, to be exercised within
a reasonable time, to acquire the stock;
(b) Obligates the corporation or any holder of stock of the
corporation or any other person or any combination of the
foregoing to purchase stock which is the subject of an agreement
respecting the purchase and sale of the stock;
(c) Requires the corporation or any stockholder or stockholders
to consent to any proposed transfer of the stock or to approve
the proposed transferee of stock;
(d) Prohibits the transfer of the stock to designated persons
or classes of persons, and such designation is not manifestly
unreasonable; or
(e) Prohibits the transfer of stock:
(1) To maintain the corporation’s status when it is
dependent on the number or identity of its stockholders;
(2) To preserve exemptions under federal or state laws governing
taxes or securities; or
(3) For any other reasonable purpose.
5. For the purposes of this section, “stock”
includes a security convertible into or carrying a right to
subscribe for or to acquire stock.
(Added to NRS by 1969, 112; A 1991, 1226)
NRS 78.245 Corporate stocks, bonds and securities not taxed
when owned by nonresidents or foreign corporations. No stocks,
bonds or other securities issued by any corporation organized
under this chapter, nor the income or profits therefrom, nor
the transfer thereof by assignment, descent, testamentary
disposition or otherwise, shall be taxed by this State when
such stocks, bonds or other securities shall be owned by nonresidents
of this State or by foreign corporations.
[87:177:1925; A 1929, 413; NCL § 1686]
NRS 78.250 Cancellation of outstanding certificates or change
in informational statements: Issuance of new certificates
or statements; order for surrender of certificates; penalties
for failure to comply.
1. When the articles of incorporation are amended in any
way affecting the statements contained in certificates for
outstanding shares or informational statements sent pursuant
to NRS 78.235, or it becomes desirable for any reason, in
the discretion of the board of directors, to cancel any outstanding
certificate for shares and issue a new certificate therefor
conforming to the rights of the holder, the board of directors
may send additional informational statements as provided in
NRS 78.235 and order any holders of outstanding certificates
for shares to surrender and exchange them for new certificates
within a reasonable time to be fixed by the board of directors.
2. Such an order may provide that the holder of any certificate
so ordered to be surrendered is not entitled to vote or to
receive distributions or exercise any of the other rights
of stockholders of record until he has complied with the order,
but the order operates to suspend such rights only after notice
and until compliance.
3. The duty to surrender any outstanding certificates may
also be enforced by action at law.
[18a:177:1925; added 1937, 8; 1931 NCL § 1617.01]—(NRS
A 1987, 580; 1993, 960)
NRS 78.257 Right of stockholders to inspect, copy and audit
financial records; exceptions; civil and criminal liability;
penalty.
1. Any person who has been a stockholder of record of any
corporation and owns not less than 15 percent of all of the
issued and outstanding shares of the stock of such corporation
or has been authorized in writing by the holders of at least
15 percent of all its issued and outstanding shares, upon
at least 5 days’ written demand, is entitled to inspect
in person or by agent or attorney, during normal business
hours, the books of account and all financial records of the
corporation, to make copies of records, and to conduct an
audit of such records. Holders of voting trust certificates
representing 15 percent of the issued and outstanding shares
of the corporation are regarded as stockholders for the purpose
of this subsection. The right of stockholders to inspect the
corporate records may not be limited in the articles or bylaws
of any corporation.
2. All costs for making copies of records or conducting an
audit must be borne by the person exercising his rights set
forth in subsection 1.
3. The rights authorized by subsection 1 may be denied to
any stockholder upon his refusal to furnish the corporation
an affidavit that such inspection, copies or audit is not
desired for any purpose not related to his interest in the
corporation as a stockholder. Any stockholder or other person,
exercising rights set forth in subsection 1, who uses or attempts
to use information, records or other data obtained from the
corporation, for any purpose not related to the stockholder’s
interest in the corporation as a stockholder, is guilty of
a gross misdemeanor.
4. If any officer or agent of any corporation keeping records
in this State willfully neglects or refuses to permit an inspection
of the books of account and financial records upon demand
by a person entitled to inspect them, or refuses to permit
an audit to be conducted, as provided in subsection 1, the
corporation shall forfeit to the State the sum of $100 for
every day of such neglect or refusal, and the corporation,
officer or agent thereof is jointly and severally liable to
the person injured for all damages resulting to him.
5. A stockholder who brings an action or proceeding to enforce
any right set forth in this section or to recover damages
resulting from its denial:
(a) Is entitled to costs and reasonable attorney’s
fees, if he prevails; or
(b) Is liable for such costs and fees, if he does not prevail,
Ê in the action or proceeding.
6. Except as otherwise provided in this subsection, the provisions
of this section do not apply to any corporation that furnishes
to its stockholders a detailed, annual financial statement
or any corporation that has filed during the preceding 12
months all reports required to be filed pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934.
A person who owns, or is authorized in writing by the owners
of, at least 15 percent of the issued and outstanding shares
of the stock of a corporation that has elected to be governed
by subchapter S of the Internal Revenue Code and whose shares
are not listed or traded on any recognized stock exchange
is entitled to inspect the books of the corporation pursuant
to subsection 1 and has the rights, duties and liabilities
provided in subsections 2 to 5, inclusive.
(Added to NRS by 1971, 863; A 1977, 659; 1997, 3092; 2001,
1368, 3199; 2003, 3092)
NRS 78.265 Preemptive rights of stockholders in corporations
organized before October 1, 1991.
1. The provisions of this section apply to corporations organized
in this State before October 1, 1991.
2. Except to the extent limited or denied by this section
or the articles of incorporation, shareholders have a preemptive
right to acquire unissued shares, treasury shares or securities
convertible into such shares.
3. Unless otherwise provided in the articles of incorporation:
(a) A preemptive right does not exist:
(1) To acquire any shares issued to directors, officers or
employees pursuant to approval by the affirmative vote of
the holders of a majority of the shares entitled to vote or
when authorized by a plan approved by such a vote of shareholders;
(2) To acquire any shares sold for a consideration other
than cash;
(3) To acquire any shares issued at the same time that the
shareholder who claims a preemptive right acquired his shares;
(4) To acquire any shares issued as part of the same offering
in which the shareholder who claims a preemptive right acquired
his shares; or
(5) To acquire any shares, treasury shares or securities
convertible into such shares, if the shares or the shares
into which the convertible securities may be converted are
upon issuance registered pursuant to section 12 of the Securities
Exchange Act of 1934, 15 U.S.C. § 781.
(b) Holders of shares of any class that is preferred or limited
as to dividends or assets are not entitled to any preemptive
right.
(c) Holders of common stock are not entitled to any preemptive
right to shares of any class that is preferred or limited
as to dividends or assets or to any obligations, unless convertible
into shares of common stock or carrying a right to subscribe
to or acquire shares of common stock.
(d) Holders of common stock without voting power have no
preemptive right to shares of common stock with voting power.
(e) The preemptive right is only an opportunity to acquire
shares or other securities upon such terms as the board of
directors fixes for the purpose of providing a fair and reasonable
opportunity for the exercise of such right.
[23:177:1925; NCL § 1622]—(NRS A 1977, 909; 1987,
581; 1991, 1227)
NRS 78.267 Preemptive rights of stockholders in corporations
organized on or after October 1, 1991.
1. The provisions of this section apply to corporations organized
in this State on or after October 1, 1991.
2. The stockholders of a corporation do not have a preemptive
right to acquire the corporation’s unissued shares except
to the extent the articles of incorporation so provide.
3. A statement included in the articles of incorporation
that “the corporation elects to have preemptive rights”
or words of similar import have the following effects unless
the articles of incorporation otherwise provide:
(a) The stockholders of the corporation have a preemptive
right, granted on uniform terms and conditions prescribed
by the board of directors to provide a fair and reasonable
opportunity to exercise the right, to acquire proportional
amounts of the corporation’s unissued shares upon the
decision of the board of directors to issue them.
(b) A stockholder may waive his preemptive right. A waiver
evidenced by a writing is irrevocable even though it is not
supported by consideration.
(c) There is no preemptive right with respect to:
(1) Shares issued as compensation to directors, officers,
agents or employees of the corporation, its subsidiaries or
affiliates;
(2) Shares issued to satisfy rights of conversion or options
created to provide compensation to directors, officers, agents
or employees of the corporation, its subsidiaries or affiliates;
(3) Shares authorized in articles of incorporation which
are issued within 6 months from the effective date of incorporation;
or
(4) Shares sold otherwise than for money.
(d) Holders of shares of any class without general voting
rights but with preferential rights to distributions or assets
have no preemptive rights with respect to shares of any class.
(e) Holders of shares of any class with general voting rights
but without preferential rights to distributions or assets
have no preemptive rights with respect to shares of any class
with preferential rights to distributions or assets unless
the shares with preferential rights are convertible into or
carry a right to subscribe for or acquire shares without preferential
rights.
(f) Shares subject to preemptive rights that are not acquired
by stockholders may be issued to any person for 1 year after
being offered to stockholders at a consideration set by the
board of directors that is not lower than the consideration
set for the exercise of preemptive rights. An offer at a lower
consideration or after the expiration of one year is subject
to the stockholders’ preemptive rights.
4. As used in this section, “shares” includes
a security convertible into or carrying a right to subscribe
for or acquire shares.
(Added to NRS by 1991, 1187)
NRS 78.275 Assessments on stock: Levy and collection; sale
after default in payment.
1. The directors may at such times and in such amount, as
they may from time to time deem the interest of the corporation
to require, levy and collect assessments upon the assessable
stock of the corporation in the manner provided in this section.
2. Notice of each assessment must be given to the stockholders
personally, or by publication once a week for at least 4 weeks,
in some newspaper published in the county in which the registered
office or place of business of the corporation is located,
and in a newspaper published in the county wherein the property
of the corporation is situated if in this State, and if no
paper is published in either of those counties, then the newspaper
published nearest to the registered office in the State.
3. If after the notice has been given, any stockholder defaults
in the payment of the assessment upon the shares held by him,
so many of those shares may be sold as will be necessary for
the payment of the assessment upon all the shares held by
him, together with all costs of advertising and expenses of
sale. The sale of the shares must be made at the office of
the corporation at public auction to the highest bidder, after
a notice thereof published for 4 weeks as directed in this
section, and a copy of the notice mailed to each delinquent
stockholder if his address is known 4 weeks before the sale.
At the sale the person who offers to pay the assessment so
due, together with the expenses of advertising and sale, for
the smallest number of shares, or portion of a share, as the
case may be, shall be deemed the highest bidder.
[Part 74:177:1925; NCL § 1673]—(NRS A 1993, 960)
NRS 78.280 Purchase by corporation of its own stock at assessment
sale when no other available purchaser.
1. Every corporation in this State may, whenever at any assessment
sale of the stock of the corporation no person will take the
stock and pay the assessment, or amount unpaid and due thereon
and costs, purchase such stock and hold the stock for the
benefit of the corporation.
2. All purchases of its own stock by any corporation in this
State which have been previously made at assessment sales
whereat outside persons have failed to bid, and which purchases
were for the amount of assessments due, and costs or otherwise,
are valid, and vest the legal title to the stock in the corporation.
3. The stock so purchased is subject to the control of the
remaining stockholders, who may dispose of the stock as they
may deem fit.
4. Whenever any portion of the stock of any corporation is
held by the corporation by purchase or otherwise, a majority
of the remaining shares of stock in the corporation is a majority
of the shares of the stock in the incorporated company, for
all purposes of election or voting on any question before
a stockholders’ meeting.
[Part 74:177:1925; NCL § 1673]—(NRS A 1993, 2764)
NRS 78.283 Treasury shares: Definition; limitations; retirement
and disposal.
1. As used in this section, “treasury shares”
means shares of a corporation issued and thereafter acquired
by the corporation or another entity, the majority of whose
outstanding voting power to elect its general partner, directors,
managers or members of the governing body is beneficially
held, directly or indirectly, by the corporation, which have
not been retired or restored to the status of unissued shares.
2. Treasury shares do not carry voting rights or participate
in distributions, may not be counted as outstanding shares
for any purpose and may not be counted as assets of the corporation
for the purpose of computing the amount available for distributions.
Unless the articles of incorporation provide otherwise, treasury
shares may be retired and restored to the status of authorized
and unissued shares without an amendment to the articles of
incorporation or may be disposed of for such consideration
as the board of directors may determine.
3. This section does not limit the right of a corporation
to vote its shares held by it in a fiduciary capacity.
(Added to NRS by 1959, 682; A 1981, 1890; 1991, 1228; 1997,
701)
NRS 78.288 Distributions to stockholders.
1. Except as otherwise provided in subsection 2 and the articles
of incorporation, a board of directors may authorize and the
corporation may make distributions to its stockholders, including
distributions on shares that are partially paid.
2. No distribution may be made if, after giving it effect:
(a) The corporation would not be able to pay its debts as
they become due in the usual course of business; or
(b) Except as otherwise specifically allowed by the articles
of incorporation, the corporation’s total assets would
be less than the sum of its total liabilities plus the amount
that would be needed, if the corporation were to be dissolved
at the time of distribution, to satisfy the preferential rights
upon dissolution of stockholders whose preferential rights
are superior to those receiving the distribution.
3. The board of directors may base a determination that a
distribution is not prohibited pursuant to subsection 2 on:
(a) Financial statements prepared on the basis of accounting
practices that are reasonable in the circumstances;
(b) A fair valuation, including, but not limited to, unrealized
appreciation and depreciation; or
(c) Any other method that is reasonable in the circumstances.
4. The effect of a distribution pursuant to subsection 2
must be measured:
(a) In the case of a distribution by purchase, redemption
or other acquisition of the corporation’s shares, as
of the earlier of:
(1) The date money or other property is transferred or debt
incurred by the corporation; or
(2) The date upon which the stockholder ceases to be a stockholder
with respect to the acquired shares.
(b) In the case of any other distribution of indebtedness,
as of the date the indebtedness is distributed.
(c) In all other cases, as of:
(1) The date the distribution is authorized if the payment
occurs within 120 days after the date of authorization; or
(2) The date the payment is made if it occurs more than 120
days after the date of authorization.
5. A corporation’s indebtedness to a stockholder incurred
by reason of a distribution made in accordance with this section
is at parity with the corporation’s indebtedness to
its general unsecured creditors except to the extent subordinated
by agreement.
6. Indebtedness of a corporation, including indebtedness
issued as a distribution, is not considered a liability for
purposes of determinations pursuant to subsection 2 if its
terms provide that payment of principal and interest are made
only if and to the extent that payment of a distribution to
stockholders could then be made pursuant to this section.
If the indebtedness is issued as a distribution, each payment
of principal or interest must be treated as a distribution,
the effect of which must be measured on the date the payment
is actually made.
(Added to NRS by 1991, 1187; A 2001, 1369, 3199)
NRS 78.300 Liability of directors for unlawful distributions.
1. The directors of a corporation shall not make distributions
to stockholders except as provided by this chapter.
2. Except as otherwise provided in subsection 3 and NRS 78.138,
in case of any violation of the provisions of this section,
the directors under whose administration the violation occurred
are jointly and severally liable, at any time within 3 years
after each violation, to the corporation, and, in the event
of its dissolution or insolvency, to its creditors at the
time of the violation, or any of them, to the lesser of the
full amount of the distribution made or of any loss sustained
by the corporation by reason of the distribution to stockholders.
3. The liability imposed pursuant to subsection 2 does not
apply to a director who caused his dissent to be entered upon
the minutes of the meeting of the directors at the time the
action was taken or who was not present at the meeting and
caused his dissent to be entered on learning of the action.
[75:177:1925; A 1931, 415; 1949, 158; 1943 NCL § 1674]—(NRS
A 1987, 83; 1991, 1229; 2001, 3174)
NRS 78.307 “Investment company” and “open-end
investment company” defined; redemption of shares by
open-end investment company.
1. As used in this section, unless the context requires otherwise:
(a) “Investment company” means any corporation,
trust, association or fund which is engaged or proposes to
engage in the business of investing, reinvesting, owning,
holding or trading in securities, and whose assets are invested
principally in cash or in securities of other issuers.
(b) “Open-end investment company” means any investment
company which issues one or more series or classes of securities
under the terms of which the holder of the security, upon
presentation thereof to the issuer, is entitled to receive
approximately his proportionate share of the current net assets
of the issuer applicable to such series or class, or the cash
equivalent thereof.
2. An open-end investment company may, from time to time,
redeem its shares, in accordance with their terms, at approximately
the proportionate share of the current net assets of the issuer
applicable to such shares, or the cash equivalent thereof.
(Added to NRS by 1961, 174)
MEETINGS, ELECTIONS, VOTING AND NOTICE
NRS 78.310 Stockholders’ and directors’ meetings:
Location; authority to call.
1. Meetings of stockholders and directors of any corporation
organized pursuant to the provisions of this chapter may be
held within or without this State, in the manner provided
by the bylaws of the corporation. The articles of incorporation
may designate any place or places where such stockholders’
or directors’ meetings may be held, but in the absence
of any provision therefor in the articles of incorporation,
then the meetings must be held within or without this State,
as directed from time to time by the bylaws of the corporation.
2. Unless otherwise provided in the articles of incorporation
or bylaws, the entire board of directors, any two directors
or the president may call annual and special meetings of the
stockholders and directors.
[Part 31:177:1925; NCL § 1630]—(NRS A 1993, 961;
2001, 1370, 3199)
NRS 78.315 Directors’ meetings: Quorum; consent for
actions taken without meeting; participation by telephone
or similar method.
1. Unless the articles of incorporation or the bylaws provide
for a greater or lesser proportion, a majority of the board
of directors of the corporation then in office, at a meeting
duly assembled, is necessary to constitute a quorum for the
transaction of business, and the act of directors holding
a majority of the voting power of the directors, present at
a meeting at which a quorum is present, is the act of the
board of directors.
2. Unless otherwise restricted by the articles of incorporation
or bylaws, any action required or permitted to be taken at
a meeting of the board of directors or of a committee thereof
may be taken without a meeting if, before or after the action,
a written consent thereto is signed by all the members of
the board or of the committee.
3. Unless otherwise restricted by the articles of incorporation
or bylaws, members of the board of directors or the governing
body of any corporation, or of any committee designated by
such board or body, may participate in a meeting of the board,
body or committee by means of a telephone conference or similar
methods of communication by which all persons participating
in the meeting can hear each other. Participation in a meeting
pursuant to this subsection constitutes presence in person
at the meeting.
[Part 31:177:1925; NCL § 1630]—(NRS A 1957, 75;
1959, 685; 1977, 412; 1991, 1229; 1993, 961; 1997, 701; 2001,
1370, 3199)
NRS 78.320 Stockholders’ meetings: Quorum; consent
for actions taken without meeting; participation by telephone
or similar method.
1. Unless this chapter, the articles of incorporation or
the bylaws provide for different proportions:
(a) A majority of the voting power, which includes the voting
power that is present in person or by proxy, regardless of
whether the proxy has authority to vote on all matters, constitutes
a quorum for the transaction of business; and
(b) Action by the stockholders on a matter other than the
election of directors is approved if the number of votes cast
in favor of the action exceeds the number of votes cast in
opposition to the action.
2. Unless otherwise provided in the articles of incorporation
or the bylaws, any action required or permitted to be taken
at a meeting of the stockholders may be taken without a meeting
if, before or after the action, a written consent thereto
is signed by stockholders holding at least a majority of the
voting power, except that if a different proportion of voting
power is required for such an action at a meeting, then that
proportion of written consents is required.
3. In no instance where action is authorized by written consent
need a meeting of stockholders be called or notice given.
4. Unless otherwise restricted by the articles of incorporation
or bylaws, stockholders may participate in a meeting of stockholders
by means of a telephone conference or similar methods of communication
by which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this subsection
constitutes presence in person at the meeting.
5. Unless otherwise provided in this chapter, the articles
of incorporation or the bylaws, if voting by a class or series
of stockholders is permitted or required, a majority of the
voting power of the class or series that is present in person
or by proxy, regardless of whether the proxy has authority
to vote on all matters, constitutes a quorum for the transaction
of business. An act by the stockholders of each class or series
is approved if a majority of the voting power of a quorum
of the class or series votes for the action.
[29(a):177:1925; added 1949, 158; 1943 NCL § 1628.01]—(NRS
A 1959, 686; 1987, 581; 1989, 875; 1991, 1229; 1993, 961;
1997, 702; 1999, 1584; 2001, 1371, 3199)
NRS 78.325 Actions at meetings not regularly called: Ratification
and approval.
1. Whenever all persons entitled to vote at any meeting,
whether of directors, trustees or stockholders, consent, either
by:
(a) A writing on the records of the meeting or filed with
the secretary; or
(b) Presence at such meeting and oral consent entered on
the minutes; or
(c) Taking part in the deliberations at such meeting without
objection;
Ê the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed.
2. At such meeting any business may be transacted which is
not excepted from the written consent or to the consideration
of which no objection for want of notice is made at the time.
3. If any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the
proceedings of the meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all parties having the right
to vote at such meeting.
4. Such consent or approval of stockholders or creditors
may be by proxy or attorney, but all such proxies and powers
of attorney must be in writing.
[Part 92:177:1925; A 1929, 413; NCL § 1691]
NRS 78.330 Directors: Election; terms; classification; voting
power.
1. Unless elected pursuant to NRS 78.320, directors of every
corporation must be elected at the annual meeting of the stockholders
by a plurality of the votes cast at the election. Unless otherwise
provided in this chapter or in the bylaws, the board of directors
has the authority to set the date, time and place for the
annual meeting of the stockholders. If for any reason directors
are not elected pursuant to NRS 78.320 or at the annual meeting
of the stockholders, they may be elected at any special meeting
of the stockholders which is called and held for that purpose.
Unless otherwise provided in the articles of incorporation
or bylaws, each director holds office after the expiration
of his term until his successor is elected and qualified,
or until he resigns or is removed.
2. The articles of incorporation or the bylaws may provide
for the classification of directors as to the duration of
their respective terms of office or as to their election by
one or more authorized classes or series of shares, but at
least one-fourth in number of the directors of every corporation
must be elected annually. If an amendment reclassifying the
directors would otherwise increase the term of a director,
unless the amendment is to the articles of incorporation and
otherwise provides, the term of each incumbent director on
the effective date of the amendment terminates on the date
it would have terminated had there been no reclassification.
3. The articles of incorporation may provide that the voting
power of individual directors or classes of directors may
be greater than or less than that of any other individual
directors or classes of directors, and the different voting
powers may be stated in the articles of incorporation or may
be dependent upon any fact or event that may be ascertained
outside the articles of incorporation if the manner in which
the fact or event may operate on those voting powers is stated
in the articles of incorporation. If the articles of incorporation
provide that any directors may have voting power greater than
or less than other directors, every reference in this chapter
to a majority or other proportion of directors shall be deemed
to refer to a majority or other proportion of the voting power
of all of the directors or classes of directors, as may be
required by the articles of incorporation.
[Part 33:177:1925; A 1929, 413; NCL § 1632]—(NRS
A 1967, 267; 1979, 215; 1987, 582; 1989, 875; 1993, 962; 1999,
1585; 2001, 1371, 3199)
NRS 78.335 Directors: Removal; filling of vacancies.
1. Except as otherwise provided in this section, any director
or one or more of the incumbent directors may be removed from
office by the vote of stockholders representing not less than
two-thirds of the voting power of the issued and outstanding
stock entitled to vote.
2. In the case of corporations which have provided in their
articles of incorporation for the election of directors by
cumulative voting, any director or directors who constitute
fewer than all of the incumbent directors may not be removed
from office at any one time or as the result of any one transaction
under the provisions of this section except upon the vote
of stockholders owning sufficient shares to prevent each director’s
election to office at the time of removal.
3. The articles of incorporation may require the concurrence
of more than two-thirds of the voting power of the issued
and outstanding stock entitled to vote in order to remove
one or more directors from office.
4. Whenever the holders of any class or series of shares
are entitled to elect one or more directors, unless otherwise
provided in the articles of incorporation, removal of any
such director requires only the proportion of votes, specified
in subsection 1, of the holders of that class or series, and
not the votes of the outstanding shares as a whole.
5. All vacancies, including those caused by an increase in
the number of directors, may be filled by a majority of the
remaining directors, though less than a quorum, unless it
is otherwise provided in the articles of incorporation.
6. Unless otherwise provided in the articles of incorporation,
when one or more directors give notice of his or their resignation
to the board, effective at a future date, the board may fill
the vacancy or vacancies to take effect when the resignation
or resignations become effective, each director so appointed
to hold office during the remainder of the term of office
of the resigning director or directors.
7. If the articles or bylaws provide that the holders of
any class or series of shares are entitled to elect one or
more directors under specified circumstances and that, upon
termination of those specified circumstances, the right terminates
and the directors elected by the holders of the class or series
of shares are no longer directors, the termination of a director
pursuant to such provisions in the articles or bylaws shall
not be deemed a removal of the director pursuant to this section.
[Part 33:177:1925; A 1929, 413; NCL § 1632]—(NRS
A 1989, 875; 1991, 1230; 1993, 962; 1999, 1585; 2003, 3093)
NRS 78.340 Failure to hold election of directors on regular
day does not dissolve corporation. If the directors shall
not be elected on the day designated for the purpose, the
corporation shall not for that reason be dissolved; but every
director shall continue to hold his office and discharge his
duties until his successor has been elected.
[34:177:1925; NCL § 1633]
NRS 78.345 Election of directors by order of court upon failure
of regular election.
1. If any corporation fails to elect directors within 18
months after the last election of directors required by NRS
78.330, the district court has jurisdiction in equity, upon
application of any one or more stockholders holding stock
entitling them to exercise at least 15 percent of the voting
power, to order the election of directors in the manner required
by NRS 78.330.
2. The application must be made by petition filed in the
county where the registered office of the corporation is located
and must be brought on behalf of all stockholders desiring
to be joined therein. Such notice must be given to the corporation
and the stockholders as the court may direct.
3. The directors elected pursuant to this section have the
same rights, powers and duties and the same tenure of office
as directors elected by the stockholders at the annual meeting
held at the time prescribed therefor, next before the date
of the election pursuant to this section, would have had.
[35:177:1925; NCL § 1634]—(NRS A 1991, 1231)
NRS 78.347 Application by stockholder for order of court
appointing custodian or receiver; authority of custodian.
1. Any stockholder may apply to the district court to appoint
one or more persons to be custodians of the corporation, and,
if the corporation is insolvent, to be receivers of the corporation
when:
(a) The business of the corporation is suffering or is threatened
with irreparable injury because the directors are so divided
respecting the management of the affairs of the corporation
that a required vote for action by the board of directors
cannot be obtained and the stockholders are unable to terminate
this division; or
(b) The corporation has abandoned its business and has failed
within a reasonable time to take steps to dissolve, liquidate
or distribute its assets in accordance with this chapter.
2. A custodian appointed pursuant to this section has all
the powers and title of a trustee appointed under NRS 78.590,
78.635 and 78.650, but the authority of the custodian is to
continue the business of the corporation and not to liquidate
its affairs or distribute its assets, except when the district
court so orders and except in cases arising pursuant to paragraph
(b) of subsection 1.
(Added to NRS by 1991, 1188)
NRS 78.350 Voting rights of stockholders; determination of
stockholders entitled to notice of and to vote at meeting.
1. Unless otherwise provided in the articles of incorporation,
or in the resolution providing for the issuance of the stock
adopted by the board of directors pursuant to authority expressly
vested in it by the provisions of the articles of incorporation,
every stockholder of record of a corporation is entitled at
each meeting of stockholders thereof to one vote for each
share of stock standing in his name on the records of the
corporation. If the articles of incorporation, or the resolution
providing for the issuance of the stock adopted by the board
of directors pursuant to authority expressly vested in it
by the articles of incorporation, provides for more or less
than one vote per share for any class or series of shares
on any matter, every reference in this chapter to a majority
or other proportion of stock shall be deemed to refer to a
majority or other proportion of the voting power of all of
the shares or those classes or series of shares, as may be
required by the articles of incorporation, or in the resolution
providing for the issuance of the stock adopted by the board
of directors pursuant to authority expressly vested in it
by the provisions of the articles of incorporation, or the
provisions of this chapter.
2. Unless a period of more than 60 days or a period of less
than 10 days is prescribed or fixed in the articles of incorporation,
the directors may prescribe a period not exceeding 60 days
before any meeting of the stockholders during which no transfer
of stock on the books of the corporation may be made, or may
fix, in advance, a record date not more than 60 or less than
10 days before the date of any such meeting as the date as
of which stockholders entitled to notice of and to vote at
such meetings must be determined. Only stockholders of record
on that date are entitled to notice or to vote at such a meeting.
If a record date is not fixed, the record date is at the close
of business on the day before the day on which the first notice
is given or, if notice is waived, at the close of business
on the day before the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at
a meeting of stockholders applies to an adjournment of the
meeting unless the board of directors fixes a new record date
for the adjourned meeting. The board of directors must fix
a new record date if the meeting is adjourned to a date more
than 60 days later than the date set for the original meeting.
3. The board of directors may adopt a resolution prescribing
a date upon which the stockholders of record entitled to give
written consent pursuant to NRS 78.320 must be determined.
The date prescribed by the board of directors may not precede
or be more than 10 days after the date the resolution is adopted
by the board of directors. If the board of directors does
not adopt a resolution prescribing a date upon which the stockholders
of record entitled to give written consent pursuant to NRS
78.320 must be determined and:
(a) No prior action by the board of directors is required
by this chapter, the date is the first date on which a valid,
written consent is delivered in accordance with the provisions
of NRS 78.320.
(b) Prior action by the board of directors is required by
this chapter, the date is at the close of business on the
day the board of directors adopts the resolution.
4. The provisions of this section do not restrict the directors
from taking action to protect the interests of the corporation
and its stockholders, including, but not limited to, adopting
or signing plans, arrangements or instruments that deny rights,
privileges, power or authority to a holder or holders of a
specified number of shares or percentage of share ownership
or voting power.
[28:177:1925; NCL § 1627]—(NRS A 1965, 1012; 1989,
876; 1991, 1231; 1993, 963; 1999, 1586; 2003, 3094)
NRS 78.352 Voting rights: Persons holding stock in fiduciary
capacity; persons whose stock is pledged; joint owners of
stock.
1. A person holding stock in a fiduciary capacity is entitled
to vote the shares so held.
2. A person whose stock is pledged is entitled to vote, unless
in the pledge the pledgor has expressly empowered the pledgee
to vote the stock, in which case only the pledgee or the proxy
of the pledgee may vote the stock.
3. If shares or other securities having voting power stand
of record in the names of two or more persons, whether fiduciaries,
joint tenants, tenants in common or otherwise, or if two or
more persons have the same fiduciary relationship respecting
the shares or securities, unless the secretary of the corporation
is given written notice to the contrary and is furnished with
a copy of the instrument or order appointing them or creating
the relationship, their acts with respect to voting have the
following effect:
(a) If only one votes, that person’s act binds all;
(b) If more than one votes, the act chosen by a majority
of votes binds all; or
(c) If more than one votes, but the vote is evenly split
on any particular matter, each faction may vote the shares
or securities in question proportionally.
(Added to NRS by 2001, 1356; A 2001, 3199)
NRS 78.355 Stockholders’ proxies.
1. At any meeting of the stockholders of any corporation
any stockholder may designate another person or persons to
act as a proxy or proxies. If any stockholder designates two
or more persons to act as proxies, a majority of those persons
present at the meeting, or, if only one is present, then that
one has and may exercise all of the powers conferred by the
stockholder upon all of the persons so designated unless the
stockholder provides otherwise.
2. Without limiting the manner in which a stockholder may
authorize another person or persons to act for him as proxy
pursuant to subsection 1, the following constitute valid means
by which a stockholder may grant such authority:
(a) A stockholder may sign a writing authorizing another
person or persons to act for him as proxy. The proxy may be
limited to action on designated matters.
(b) A stockholder may authorize another person or persons
to act for him as proxy by transmitting or authorizing the
transmission of an electronic record to the person who will
be the holder of the proxy or to a firm which solicits proxies
or like agent who is authorized by the person who will be
the holder of the proxy to receive the transmission. Any such
electronic record must either set forth or be submitted with
information from which it can be determined that the electronic
record was authorized by the stockholder. If it is determined
that the electronic record is valid, the persons appointed
by the corporation to count the votes of stockholders and
determine the validity of proxies and ballots or other persons
making those determinations must specify the information upon
which they relied.
3. Any copy, communication by electronic transmission or
other reliable reproduction of the record created pursuant
to subsection 2 may be substituted for the original record
for any purpose for which the original record could be used,
if the copy, communication by electronic transmission or other
reproduction is a complete reproduction of the entire original
record.
4. Except as otherwise provided in subsection 5, no such
proxy is valid after the expiration of 6 months from the date
of its creation unless the stockholder specifies in it the
length of time for which it is to continue in force, which
may not exceed 7 years from the date of its creation. Subject
to these restrictions, any proxy properly created is not revoked
and continues in full force and effect until another instrument
or transmission revoking it or a properly created proxy bearing
a later date is filed with or transmitted to the secretary
of the corporation or another person or persons appointed
by the corporation to count the votes of stockholders and
determine the validity of proxies and ballots.
5. A proxy shall be deemed irrevocable if the written authorization
states that the proxy is irrevocable and, only for as long
as it is coupled with an interest sufficient in law to support
an irrevocable power, such as the appointment as proxy of
a pledgee, a person who purchased or agreed to purchase the
shares, a creditor of the corporation who extended it credit
under terms requiring the appointment, an employee of the
corporation whose employment contract requires the appointment
or a party to a voting agreement created pursuant to subsection
3 of NRS 78.365. A proxy made irrevocable pursuant to this
subsection is revoked when the interest with which it is coupled
is extinguished. A transferee for value of shares subject
to an irrevocable proxy may revoke the proxy if he did not
know of its existence when he acquired the shares and the
existence of the irrevocable appointment was not noted conspicuously
on the certificate representing the shares or on the information
statement for shares without certificates.
[29:177:1925; A 1953, 180]—(NRS A 1991, 1232; 1997,
702; 2003, 3095)
NRS 78.360 Cumulative voting.
1. The articles of incorporation of any corporation may provide
that at all elections of directors of the corporation each
holder of stock possessing voting power is entitled to as
many votes as equal the number of his shares of stock multiplied
by the number of directors to be elected, and that he may
cast all of his votes for a single director or may distribute
them among the number to be voted for or any two or more of
them, as he may see fit. To exercise the right of cumulative
voting, one or more of the stockholders requesting cumulative
voting must give written notice to the president or secretary
of the corporation that the stockholder desires that the voting
for the election of directors be cumulative.
2. The notice must be given not less than 48 hours before
the time fixed for holding the meeting, if notice of the meeting
has been given at least 10 days before the date of the meeting,
and otherwise not less than 24 hours before the meeting. At
the meeting, before the commencement of voting for the election
of directors, an announcement of the giving of the notice
must be made by the chairman or the secretary of the meeting
or by or on behalf of the stockholder giving the notice. Notice
to stockholders of the requirement of this subsection must
be contained in the notice calling the meeting or in the proxy
material accompanying the notice.
[30:177:1925; NCL § 1629]—(NRS A 1969, 101; 1991,
1233; 1993, 963)
NRS 78.365 Voting trusts.
1. A stockholder, by agreement in writing, may transfer his
stock to a voting trustee or trustees for the purpose of conferring
the right to vote the stock for a period not exceeding 15
years upon the terms and conditions therein stated. Any certificates
of stock so transferred must be surrendered and cancelled
and new certificates for the stock issued to the trustee or
trustees in which it must appear that they are issued pursuant
to the agreement, and in the entry of ownership in the proper
books of the corporation that fact must also be noted, and
thereupon the trustee or trustees may vote the stock so transferred
during the terms of the agreement. A duplicate of every such
agreement must be filed in the registered office of the corporation
and at all times during its terms be open to inspection by
any stockholder or his attorney.
2. At any time within the 2 years next preceding the expiration
of an agreement entered into pursuant to the provisions of
subsection 1, or the expiration of an extension of that agreement,
any beneficiary of the trust may, by written agreement with
the trustee or trustees, extend the duration of the trust
for a time not to exceed 15 years after the scheduled expiration
date of the original agreement or the latest extension. An
extension is not effective unless the trustee, before the
expiration date of the original agreement or the latest extension,
files a duplicate of the agreement providing for the extension
in the registered office of the corporation. An agreement
providing for an extension does not affect the rights or obligations
of any person not a party to that agreement.
3. An agreement between two or more stockholders, if in writing
and signed by them, may provide that in exercising any voting
rights the stock held by them must be voted:
(a) Pursuant to the provisions of the agreement;
(b) As they may subsequently agree; or
(c) In accordance with a procedure agreed upon.
4. An agreement entered into pursuant to the provisions of
subsection 3 is not effective for a term of more than 15 years,
but at any time within the 2 years next preceding the expiration
of the agreement the parties thereto may extend its duration
for as many additional periods, each not to exceed 15 years,
as they wish.
5. An agreement entered into pursuant to the provisions of
subsection 1 or 3 is not invalidated by the fact that by its
terms its duration is more than 15 years, but its duration
shall be deemed amended to conform with the provisions of
this section.
[22:177:1925; A 1929, 413; 1951, 328]—(NRS A 1987,
582; 1989, 976; 1991, 1234; 1993, 964)
NRS 78.370 Notice to stockholders.
1. If under the provisions of this chapter stockholders are
required or authorized to take any action at a meeting, the
notice of the meeting must be in writing and signed by the
president or a vice president, or the secretary or an assistant
secretary, or by such other natural person or persons as the
bylaws may prescribe or permit or the directors may designate.
2. The notice must state the purpose or purposes for which
the meeting is called, the time when, and the place, which
may be within or without this State, where it is to be held,
and the means of electronic communications, if any, by which
stockholders and proxies shall be deemed to be present in
person and vote.
3. A copy of the notice must be delivered personally, mailed
postage prepaid or given as provided in subsection 8 to each
stockholder of record entitled to vote at the meeting not
less than 10 nor more than 60 days before the meeting. If
mailed, it must be directed to the stockholder at his address
as it appears upon the records of the corporation, and upon
the mailing of any such notice the service thereof is complete,
and the time of the notice begins to run from the date upon
which the notice is deposited in the mail for transmission
to the stockholder. Personal delivery of any such notice to
any officer of a corporation or association, to any member
of a limited-liability company managed by its members, to
any manager of a limited-liability company managed by managers,
to any general partner of a partnership or to any trustee
of a trust constitutes delivery of the notice to the corporation,
association, limited-liability company, partnership or trust.
4. The articles of incorporation or the bylaws may require
that the notice be also published in one or more newspapers.
5. Notice delivered or mailed to a stockholder in accordance
with the provisions of this section and the provisions, if
any, of the articles of incorporation or the bylaws is sufficient,
and in the event of the transfer of his stock after such delivery
or mailing and before the holding of the meeting it is not
necessary to deliver or mail notice of the meeting to the
transferee.
6. Unless otherwise provided in the articles of incorporation
or the bylaws, if notice is required to be given, under any
provision of this chapter or the articles of incorporation
or bylaws of any corporation, to any stockholder to whom:
(a) Notice of two consecutive annual meetings, and all notices
of meetings or of the taking of action by written consent
without a meeting to him during the period between those two
consecutive annual meetings; or
(b) All, and at least two, payments sent by first-class mail
of dividends or interest on securities during a 12-month period,
Ê have been mailed addressed to him at his address
as shown on the records of the corporation and have been returned
undeliverable, the giving of further notices to him is not
required. Any action or meeting taken or held without notice
to such a stockholder has the same effect as if the notice
had been given. If any such stockholder delivers to the corporation
a written notice setting forth his current address, the requirement
that notice be given to him is reinstated. If the action taken
by the corporation is such as to require the filing of a certificate
under any of the other sections of this chapter, the certificate
need not state that notice was not given to persons to whom
notice was not required to be given pursuant to this subsection.
The giving of further notices to a stockholder is still required
for any notice returned as undeliverable if the notice was
given by electronic transmission.
7. Unless the articles of incorporation or bylaws otherwise
require, and except as otherwise provided in this subsection,
if a stockholders’ meeting is adjourned to another date,
time or place, notice need not be given of the date, time
or place of the adjourned meeting if they are announced at
the meeting at which the adjournment is taken. If a new record
date is fixed for the adjourned meeting, notice of the adjourned
meeting must be given to each stockholder of record as of
the new record date.
8. Any notice to stockholders given by the corporation pursuant
to any provision of this chapter, chapter 92A of NRS, the
articles of incorporation or the bylaws is effective if given
by a form of electronic transmission consented to by the stockholder
to whom the notice is given. The consent is revocable by the
stockholder by written notice to the corporation. The consent
is revoked if:
(a) The corporation is unable to deliver by electronic transmission
two consecutive notices given by the corporation in accordance
with the consent; and
(b) The inability to deliver by electronic transmission becomes
known to the secretary, assistant secretary, transfer agent
or other agent of the corporation responsible for the giving
of notice. However, the inadvertent failure to treat the inability
to deliver a notice by electronic transmission as a revocation
does not invalidate any meeting or other action.
9. Notice given pursuant to subsection 8 shall be deemed
given if:
(a) By facsimile machine, when directed to a number at which
the stockholder has consented to receive notice;
(b) By electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive
notice;
(c) By a posting on an electronic network together with separate
notice to the stockholder of the specific posting, upon the
later of:
(1) Such posting; and
(2) The giving of the separate notice; and
(d) By any other form of electronic transmission, when directed
to the stockholder.
Ê In the absence of fraud, an affidavit of the secretary,
assistant secretary, transfer agent or other agent of the
corporation that the notice has been given by a form of electronic
transmission is prima facie evidence of the facts stated in
the affidavit.
10. As used in this section, “electronic transmission”
means any form of communication not directly involving the
physical transmission of paper that:
(a) Creates a record that may be retained, retrieved and
reviewed by a recipient of the communication; and
(b) May be directly reproduced in paper form by the recipient
through an automated process.
[27:177:1925; A 1941, 110; 1931 NCL § 1626]—(NRS
A 1991, 1235; 1993, 965; 1999, 1587; 2003, 3096)
NRS 78.375 Waiver of notice. Whenever any notice whatever
is required to be given under the provisions of this chapter,
a waiver thereof in a signed writing or by transmission of
an electronic record by the person or persons entitled to
the notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
[Part 92:177:1925; A 1929, 413; NCL § 1691]—(NRS
A 2003, 3098)
ACQUISITION OF CONTROLLING INTEREST
NRS 78.378 Applicability; imposition of stricter requirements;
protection of corporation and its stockholders.
1. The provisions of NRS 78.378 to 78.3793, inclusive, apply
to any acquisition of a controlling interest in an issuing
corporation unless the articles of incorporation or bylaws
of the corporation in effect on the 10th day following the
acquisition of a controlling interest by an acquiring person
provide that the provisions of those sections do not apply
to the corporation or to an acquisition of a controlling interest
specifically by types of existing or future stockholders,
whether or not identified.
2. The articles of incorporation, the bylaws or a resolution
adopted by the directors of the issuing corporation may impose
stricter requirements on the acquisition of a controlling
interest in the corporation than the provisions of NRS 78.378
to 78.3793, inclusive.
3. The provisions of NRS 78.378 to 78.3793, inclusive, do
not restrict the directors of an issuing corporation from
taking action to protect the interests of the corporation
and its stockholders, including, but not limited to, adopting
or signing plans, arrangements or instruments that deny rights,
privileges, power or authority to a holder of a specified
number of shares or percentage of share ownership or voting
power.
(Added to NRS by 1987, 755; A 1989, 877; 1999, 1588; 2003,
3098)
NRS 78.3781 Definitions. As used in NRS 78.378 to 78.3793,
inclusive, unless the context otherwise requires, the words
and terms defined in NRS 78.3782 to 78.3788, inclusive, have
the meanings ascribed to them in those sections.
(Added to NRS by 1987, 756)
NRS 78.3782 “Acquiring person” defined. “Acquiring
person” means any person who, individually or in association
with others, acquires or offers to acquire, directly or indirectly,
a controlling interest in an issuing corporation. The term
does not include any person who, in the ordinary course of
business and without an intent to avoid the requirements of
NRS 78.378 to 78.3793, inclusive, acquires voting shares for
the benefit of others, in respect of which he is not specifically
authorized to exercise or direct the exercise of voting rights.
(Added to NRS by 1987, 756)
NRS 78.3783 “Acquisition” defined.
1. Except as otherwise provided in subsection 2, “acquisition”
means the direct or indirect acquisition of a controlling
interest.
2. “Acquisition” does not include any acquisition
of shares in good faith, and without an intent to avoid the
requirements of NRS 78.378 to 78.3793, inclusive:
(a) By an acquiring person authorized pursuant to NRS 78.378
to 78.3793, inclusive, to exercise voting rights, to the extent
that the new acquisition does not result in the acquiring
person obtaining a controlling interest greater than that
previously authorized; or
(b) Pursuant to:
(1) The laws of descent and distribution;
(2) The enforcement of a judgment;
(3) The satisfaction of a pledge or other security interest;
or
(4) A merger, exchange, conversion, domestication or reorganization
effected in compliance with the provisions of NRS 78.622,
92A.200 to 92A.240, inclusive, or 92A.270 to which the issuing
corporation is a party.
(Added to NRS by 1987, 756; A 1991, 1236; 1995, 2099; 2001,
1372, 3199)
NRS 78.3784 “Control shares” defined. “Control
shares” means those outstanding voting shares of an
issuing corporation which an acquiring person and those persons
acting in association with an acquiring person:
1. Acquire in an acquisition or offer to acquire in an acquisition;
and
2. Acquire within 90 days immediately preceding the date
when the acquiring person became an acquiring person.
(Added to NRS by 1987, 756)
NRS 78.3785 “Controlling interest” defined. “Controlling
interest” means the ownership of outstanding voting
shares of an issuing corporation sufficient, but for the provisions
of NRS 78.378 to 78.3793, inclusive, to enable the acquiring
person, directly or indirectly and individually or in association
with others, to exercise:
1. One-fifth or more but less than one-third;
2. One-third or more but less than a majority; or
3. A majority or more,
Ê of all the voting power of the corporation in the
election of directors.
(Added to NRS by 1987, 756)
NRS 78.3786 “Fair value” defined. “Fair
value” means a value not less than the highest price
per share paid by the acquiring person in an acquisition.
(Added to NRS by 1987, 756)
NRS 78.3787 “Interested stockholder” defined.
“Interested stockholder” means a person who directly
or indirectly exercises voting rights in the shares of an
issuing corporation and who is:
1. An acquiring person;
2. An officer or a director of the corporation; or
3. An employee of the corporation.
(Added to NRS by 1987, 757; A 1999, 1588)
NRS 78.3788 “Issuing corporation” defined. “Issuing
corporation” means a corporation which is organized
in this State and which:
1. Has 200 or more stockholders of record, at least 100 of
whom have addresses in this State appearing on the stock ledger
of the corporation; and
2. Does business in this State directly or through an affiliated
corporation.
(Added to NRS by 1987, 757; A 1989, 877; 1999, 1588)
NRS 78.3789 Delivery of offeror’s statement by acquiring
person; contents of statement. An acquiring person who has
made or offered to make an acquisition of a controlling interest
in an issuing corporation may deliver an offeror’s statement
to the registered office of the corporation. The acquiring
person may request in the statement that the directors of
the corporation call a special meeting of the stockholders
of the corporation, as provided in NRS 78.379. The statement
must set forth:
1. A recital that the statement is given pursuant to this
section;
2. The name of the acquiring person and of every person associated
with him in the acquisition;
3. The number of shares in any class of voting securities
owned, as of the date of the statement, by the acquiring person
and each person with whom he is associated, or which the acquiring
person intends to acquire;
4. The percentage of the voting securities of the corporation
owned, as of the date of the statement, by the acquiring person
and each person with whom he is associated, or which the acquiring
person intends to acquire; and
5. If the acquiring person has not yet acquired the securities
of the corporation, a detailed description of:
(a) The terms and conditions of the proposed acquisition;
and
(b) The means by which any required consideration, and any
indebtedness incurred to consummate the transaction, are to
be paid.
(Added to NRS by 1987, 757; A 1993, 966)
NRS 78.379 Voting rights of acquiring person; meeting of
stockholders; statements to accompany notice of meeting.
1. An acquiring person and those acting in association with
an acquiring person obtain only such voting rights in the
control shares as are conferred by a resolution of the stockholders
of the corporation, approved at a special or annual meeting
of the stockholders.
2. If an acquiring person so requests in an offeror’s
statement delivered pursuant to NRS 78.3789, and if he gives
an undertaking to pay the expenses of the meeting, the directors
of the corporation shall, within 10 days after delivery of
the statement, call a special meeting of the stockholders
to determine the voting rights to be accorded the control
shares.
3. A notice of any meeting of stockholders at which the question
of voting rights is to be determined must be accompanied by:
(a) A complete copy of the offeror’s statement; and
(b) A statement of the board of directors of the corporation
setting forth the position of the board with respect to the
acquisition or, if it is the case, stating that the board
makes no recommendation concerning the matter.
4. A special meeting of stockholders called pursuant to this
section:
(a) Must not be held before the expiration of 30 days after
the delivery of the offeror’s statement, unless the
statement contains a request that the meeting be held sooner.
(b) Must be held within 50 days after the delivery of the
statement, unless the acquiring person otherwise agrees in
writing that the meeting may be held after that time.
5. If the offeror’s statement does not include a request
that a special meeting be called, the question of voting rights
must be presented to the next special or annual meeting of
the stockholders.
(Added to NRS by 1987, 757)
NRS 78.3791 Approval of voting rights of acquiring person.
Except as otherwise provided by the articles of incorporation
of the issuing corporation, a resolution of the stockholders
granting voting rights to the control shares acquired by an
acquiring person must be approved by:
1. The holders of a majority of the voting power of the corporation;
and
2. If the acquisition would adversely alter or change any
preference or any relative or other right given to any other
class or series of outstanding shares, the holders of a majority
of each class or series affected,
Ê excluding those shares as to which any interested
stockholder exercises voting rights.
(Added to NRS by 1987, 758; A 1991, 1236; 1999, 1589; 2001,
1372, 3199; 2003, 3098)
NRS 78.3792 Redemption of control shares.
1. If so provided in the articles of incorporation or the
bylaws of the issuing corporation in effect on the 10th day
following the acquisition of a controlling interest by an
acquiring person, the issuing corporation may call for redemption
of not less than all the control shares at the average price
paid for the control shares, if:
(a) An offeror’s statement is not delivered with respect
to the acquisition as provided in NRS 78.3789 on or before
the 10th day after the acquisition of the control shares;
or
(b) An offeror’s statement is delivered, but the control
shares are not accorded full voting rights by the stockholders.
2. The issuing corporation shall call for redemption within
30 days after the occurrence of the event prescribed in paragraph
(a) or (b) of subsection 1, and the shares must be redeemed
within 60 days after the call.
(Added to NRS by 1987, 758; A 1989, 877)
NRS 78.3793 Rights of dissenting stockholders. Unless otherwise
provided in the articles of incorporation or the bylaws of
the issuing corporation in effect on the 10th day following
the acquisition of a controlling interest by an acquiring
person, if the control shares are accorded full voting rights
pursuant to NRS 78.378 to 78.3793, inclusive, and the acquiring
person has acquired control shares with a majority or more
of all the voting power, any stockholder, as that term is
defined in NRS 92A.325, other than the acquiring person, whose
shares are not voted in favor of authorizing voting rights
for the control shares may dissent in accordance with the
provisions of NRS 92A.300 to 92A.500, inclusive, and obtain
payment of the fair value of his shares.
(Added to NRS by 1987, 758; A 1989, 877; 1993, 966; 2001,
1373, 3199)
AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION
NRS 78.380 Amendment of articles before issuance of voting
stock.
1. At least two-thirds of the incorporators or of the board
of directors of any corporation, if no voting stock of the
corporation has been issued, may amend the articles of incorporation
of the corporation by signing and filing with the Secretary
of State a certificate amending, modifying, changing or altering
the articles, in whole or in part. The certificate must state
that:
(a) The signers thereof are at least two-thirds of the incorporators
or of the board of directors of the corporation, and state
the name of the corporation; and
(b) As of the date of the certificate, no voting stock of
the corporation has been issued.
2. A certificate filed pursuant to this section is effective
upon filing the certificate with the Secretary of State or
upon a later date specified in the certificate, which must
not be later than 90 days after the certificate is filed.
3. If a certificate specifies an effective date and if no
voting stock of the corporation has been issued, the board
of directors may terminate the effectiveness of a certificate
by filing a certificate of termination with the Secretary
of State that:
(a) Identifies the certificate being terminated;
(b) States that no voting stock of the corporation has been
issued;
(c) States that the effectiveness of the certificate has
been terminated;
(d) Is signed by at least two-thirds of the board of directors
of the corporation; and
(e) Is accompanied by the fee required pursuant to NRS 78.765.
4. This section does not permit the insertion of any matter
not in conformity with this chapter.
[Part 6:177:1925; A 1951, 28]—(NRS A 1959, 686; 1991,
1236; 1993, 966; 1999, 1589; 2001, 1373, 3199; 2003, 3099)
NRS 78.385 Scope of amendments.
1. Any corporation may amend its articles of incorporation
in any of the following respects:
(a) By addition to its corporate powers and purposes, or
diminution thereof, or both.
(b) By substitution of other powers and purposes, in whole
or in part, for those prescribed by its articles of incorporation.
(c) By increasing, decreasing or reclassifying its authorized
stock, by changing the number, par value, preferences, or
relative, participating, optional or other rights, or the
qualifications, limitations or restrictions of such rights,
of its shares, or of any class or series of any class thereof
whether or not the shares are outstanding at the time of the
amendment, or by changing shares with par value, whether or
not the shares are outstanding at the time of the amendment,
into shares without par value or by changing shares without
par value, whether or not the shares are outstanding at the
time of the amendment, into shares with par value, either
with or without increasing or decreasing the number of shares,
and upon such basis as may be set forth in the certificate
of amendment.
(d) By changing the name of the corporation.
(e) By making any other change or alteration in its articles
of incorporation that may be desired.
2. All such changes or alterations may be effected by one
certificate of amendment, but any articles of incorporation
so amended, changed or altered may contain only such provisions
as it would be lawful and proper to insert in original articles
of incorporation pursuant to NRS 78.035 and 78.037, if the
original articles were signed and filed at the time of making
the amendment.
[Part 7:177:1925; A 1931, 415; 1937, 8; 1949, 158; 1943 NCL
§ 1606]—(NRS A 1989, 878; 1991, 1237; 1999, 1589;
2003, 3099)
NRS 78.390 Amendment of articles after issuance of stock:
Procedure.
1. Every amendment to the articles of incorporation must
be made in the following manner:
(a) The board of directors must adopt a resolution setting
forth the amendment proposed and either call a special meeting
of the stockholders entitled to vote on the amendment or direct
that the proposed amendment be considered at the next annual
meeting of the stockholders entitled to vote on the amendment.
(b) At the meeting, of which notice must be given to each
stockholder entitled to vote pursuant to the provisions of
this section, a vote of the stockholders entitled to vote
in person or by proxy must be taken for and against the proposed
amendment. If it appears upon the canvassing of the votes
that stockholders holding shares in the corporation entitling
them to exercise at least a majority of the voting power,
or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, as provided in
subsections 2 and 4, or as may be required by the provisions
of the articles of incorporation, have voted in favor of the
amendment, an officer of the corporation shall sign a certificate
setting forth the amendment, or setting forth the articles
of incorporation as amended, and the vote by which the amendment
was adopted.
(c) The certificate so signed must be filed with the Secretary
of State.
2. Except as otherwise provided in this subsection, if any
proposed amendment would adversely alter or change any preference
or any relative or other right given to any class or series
of outstanding shares, then the amendment must be approved
by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority
of the voting power of each class or series adversely affected
by the amendment regardless of limitations or restrictions
on the voting power thereof. The amendment does not have to
be approved by the vote of the holders of shares representing
a majority of the voting power of each class or series whose
preference or rights are adversely affected by the amendment
if the articles of incorporation specifically deny the right
to vote on such an amendment.
3. Provision may be made in the articles of incorporation
requiring, in the case of any specified amendments, a larger
proportion of the voting power of stockholders than that required
by this section.
4. Different series of the same class of shares do not constitute
different classes of shares for the purpose of voting by classes
except when the series is adversely affected by an amendment
in a different manner than other series of the same class.
5. The resolution of the stockholders approving the proposed
amendment may provide that at any time before the effective
date of the amendment, notwithstanding approval of the proposed
amendment by the stockholders, the board of directors may,
by resolution, abandon the proposed amendment without further
action by the stockholders.
6. A certificate filed pursuant to subsection 1 becomes effective
upon filing with the Secretary of State or upon a later date
specified in the certificate, which must not be later than
90 days after the certificate is filed.
7. If a certificate filed pursuant to subsection 1 specifies
an effective date and if the resolution of the stockholders
approving the proposed amendment provides that the board of
directors may abandon the proposed amendment pursuant to subsection
5, the board of directors may terminate the effectiveness
of the certificate by resolution and by filing a certificate
of termination with the Secretary of State that:
(a) Is filed before the effective date specified in the certificate
filed pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the stockholders,
the board of directors is authorized to terminate the effectiveness
of the certificate;
(d) States that the effectiveness of the certificate has
been terminated;
(e) Is signed by an officer of the corporation; and
(f) Is accompanied by a filing fee of $175.
[Part 7:177:1925; A 1931, 415; 1937, 8; 1949, 158; 1943 NCL
§ 1606]—(NRS A 1959, 686; 1971, 1101; 1979, 395;
1991, 1238; 1993, 967; 1997, 703; 1999, 1590; 2001, 1374,
3174, 3196, 3199; 2003, 225, 3100; 2003, 20th Special Session,
34)
NRS 78.403 Restatement of articles.
1. A corporation may restate, or amend and restate, in a
single certificate the entire text of its articles of incorporation
as amended by filing with the Secretary of State a certificate
in the manner provided in this section. If the certificate
alters or amends the articles in any manner, it must comply
with the provisions of NRS 78.380, 78.385 and 78.390, as applicable.
2. If the certificate does not alter or amend the articles,
it must be signed by an officer of the corporation and state
that he has been authorized to sign the certificate by resolution
of the board of directors adopted on the date stated, and
that the certificate correctly sets forth the text of the
articles of incorporation as amended to the date of the certificate.
3. The following may be omitted from the restated articles:
(a) The names, addresses, signatures and acknowledgments
of the incorporators;
(b) The names and addresses of the members of the past and
present boards of directors; and
(c) The name and address of the resident agent.
4. Whenever a corporation is required to file a certified
copy of its articles, in lieu thereof it may file a certified
copy of the most recent certificate restating its articles
as amended, subject to the provisions of subsection 2, together
with certified copies of all certificates of amendment filed
subsequent to the restated articles and certified copies of
all certificates supplementary to the original articles.
(Added to NRS by 1959, 682; A 1985, 1789; 1989, 977; 1995,
2100; 1997, 704; 2001, 1375, 3199; 2003, 3101; 2003, 20th
Special Session, 35)
COMBINATIONS WITH INTERESTED STOCKHOLDERS
NRS 78.411 Definitions. As used in NRS 78.411 to 78.444,
inclusive, unless the context otherwise requires, the words
and terms defined in NRS 78.412 to 78.432, inclusive, have
the meanings ascribed to them in those sections.
(Added to NRS by 1991, 1200)
NRS 78.412 “Affiliate” defined. “Affiliate”
means a person that directly, or indirectly through one or
more intermediaries, is controlled by, or is under common
control with, a specified person.
(Added to NRS by 1991, 1200)
NRS 78.413 “Associate” defined. “Associate,”
when used to indicate a relationship with any person, means:
1. Any corporation or organization of which that person is
an officer or partner or is, directly or indirectly, the beneficial
owner of 10 percent or more of any class of voting shares;
2. Any trust or other estate in which that person has a substantial
beneficial interest or as to which he serves as trustee or
in a similar fiduciary capacity; and
3. Any relative or spouse of that person, or any relative
of the spouse, who has the same home as that person.
(Added to NRS by 1991, 1200)
NRS 78.414 “Beneficial owner” defined. “Beneficial
owner,” when used with respect to any shares, means
a person that:
1. Individually or with or through any of its affiliates
or associates, beneficially owns the shares, directly or indirectly;
2. Individually or with or through any of its affiliates
or associates, has:
(a) The right to acquire the shares, whether the right is
exercisable immediately or only after the passage of time,
under any agreement, arrangement or understanding, whether
or not in writing, or upon the exercise of rights to convert
or exchange, warrants or options, or otherwise, but a person
is not considered the beneficial owner of shares tendered
under an offer for a tender or exchange made by the person
or any of his affiliates or associates until the tendered
shares are accepted for purchase or exchange; or
(b) The right to vote the shares under any agreement, arrangement
or understanding, whether or not in writing, but a person
is not considered the beneficial owner of any shares under
this paragraph if the agreement, arrangement or understanding
to vote the shares arises solely from a revocable proxy or
consent given in response to a solicitation made in accordance
with the applicable regulations under the Securities Exchange
Act and is not then reportable on a Schedule 13D under the
Securities Exchange Act, or any comparable or successor report;
or
3. Has any agreement, arrangement or understanding, whether
or not in writing, for the purpose of acquiring, holding,
voting, except voting under a revocable proxy or consent as
described in paragraph (b) of subsection 2, or disposing of
the shares with any other person who beneficially owns, or
whose affiliates or associates beneficially own, directly
or indirectly, the shares.
(Added to NRS by 1991, 1200)
NRS 78.416 “Combination” defined. “Combination,”
when used in reference to any resident domestic corporation
and any interested stockholder of the resident domestic corporation,
means any of the following:
1. Any merger or consolidation of the resident domestic corporation
or any subsidiary of the resident domestic corporation with:
(a) The interested stockholder; or
(b) Any other corporation, whether or not itself an interested
stockholder of the resident domestic corporation, which is,
or after the merger or consolidation would be, an affiliate
or associate of the interested stockholder.
2. Any sale, lease, exchange, mortgage, pledge, transfer
or other disposition, in one transaction or a series of transactions,
to or with the interested stockholder or any affiliate or
associate of the interested stockholder of assets of the resident
domestic corporation or any subsidiary of the resident domestic
corporation:
(a) Having an aggregate market value equal to 5 percent or
more of the aggregate market value of all the assets, determined
on a consolidated basis, of the resident domestic corporation;
(b) Having an aggregate market value equal to 5 percent or
more of the aggregate market value of all the outstanding
shares of the resident domestic corporation; or
(c) Representing 10 percent or more of the earning power
or net income, determined on a consolidated basis, of the
resident domestic corporation.
3. The issuance or transfer by the resident domestic corporation
or any subsidiary of the resident domestic corporation, in
one transaction or a series of transactions, of any shares
of the resident domestic corporation or any subsidiary of
the resident domestic corporation that have an aggregate market
value equal to 5 percent or more of the aggregate market value
of all the outstanding shares of the resident domestic corporation
to the interested stockholder or any affiliate or associate
of the interested stockholder except under the exercise of
warrants or rights to purchase shares offered, or a dividend
or distribution paid or made, pro rata to all stockholders
of the resident domestic corporation.
4. The adoption of any plan or proposal for the liquidation
or dissolution of the resident domestic corporation proposed
by, or under any agreement, arrangement or understanding,
whether or not in writing, with, the interested stockholder
or any affiliate or associate of the interested stockholder.
5. Any:
(a) Reclassification of securities, including, without limitation,
any splitting of shares, dividend distributed in shares, or
other distribution of shares with respect to other shares,
or any issuance of new shares in exchange for a proportionately
greater number of old shares;
(b) Recapitalization of the resident domestic corporation;
(c) Merger or consolidation of the resident domestic corporation
with any subsidiary of the resident domestic corporation;
or
(d) Other transaction, whether or not with or into or otherwise
involving the interested stockholder, proposed by, or under
any agreement, arrangement or understanding, whether or not
in writing, with, the interested stockholder or any affiliate
or associate of the interested stockholder, which has the
effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class or series of
voting shares or securities convertible into voting shares
of the resident domestic corporation or any subsidiary of
the resident domestic corporation which is directly or indirectly
owned by the interested stockholder or any affiliate or associate
of the interested stockholder, except as a result of immaterial
changes because of adjustments of fractional shares.
6. Any receipt by the interested stockholder or any affiliate
or associate of the interested stockholder of the benefit,
directly or indirectly, except proportionately as a stockholder
of the resident domestic corporation, of any loan, advance,
guarantee, pledge or other financial assistance or any tax
credit or other tax advantage provided by or through the resident
domestic corporation.
(Added to NRS by 1991, 1200)
NRS 78.417 “Common shares” defined. “Common
shares” means any shares other than preferred shares.
(Added to NRS by 1991, 1202)
NRS 78.418 “Control,” “controlling,”
“controlled by” and “under common control
with” defined; presumption of control.
1. Except as otherwise provided in subsection 2:
(a) “Control,” used alone or in the terms “controlling,”
“controlled by” and “under common control
with,” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of
voting securities, by contract or otherwise.
(b) A person’s beneficial ownership of 10 percent or
more of the voting power of a corporation’s outstanding
voting shares creates a presumption that the person has control
of the corporation.
2. A person is not considered to have control of a corporation
if he holds voting power, in good faith and not for the purpose
of circumventing the provisions of this chapter, as an agent,
bank, broker, nominee, custodian or trustee for one or more
beneficial owners who do not individually or as a group have
control of the corporation.
(Added to NRS by 1991, 1202)
NRS 78.419 “Date of acquiring shares” defined.
Repealed. (See chapter 485, Statutes of Nevada 2003, at page
3192.)
NRS 78.421 “Date of announcement” defined. “Date
of announcement,” when used in reference to any combination,
means the date of the first public announcement of the final,
definitive proposal for the combination.
(Added to NRS by 1991, 1202)
NRS 78.422 “Date of consummation” defined. “Date
of consummation,” with respect to any combination, means
the date of the consummation of the combination or, in the
case of a combination as to which a vote of stockholders is
taken, the later of:
1. The business day before the vote; or
2. Twenty days before the date of consummation of the combination.
(Added to NRS by 1991, 1202)
NRS 78.423 “Interested stockholder” defined.
1. “Interested stockholder,” when used in reference
to any resident domestic corporation, means any person, other
than the resident domestic corporation or any subsidiary of
the resident domestic corporation, who is:
(a) The beneficial owner, directly or indirectly, of 10 percent
or more of the voting power of the outstanding voting shares
of the resident domestic corporation; or
(b) An affiliate or associate of the resident domestic corporation
and at any time within 3 years immediately before the date
in question was the beneficial owner, directly or indirectly,
of 10 percent or more of the voting power of the then outstanding
shares of the resident domestic corporation.
2. To determine whether a person is an interested stockholder,
the number of voting shares of the resident domestic corporation
considered to be outstanding includes shares considered to
be beneficially owned by that person through the application
of NRS 78.414, but does not include any other unissued shares
of a class of voting shares of the resident domestic corporation
which may be issuable under any agreement, arrangement or
understanding, or upon exercise of rights to convert, warrants
or options, or otherwise.
(Added to NRS by 1991, 1202; A 1993, 968)
NRS 78.424 “Market value” defined. “Market
value,” when used in reference to the shares or property
of any resident domestic corporation, means:
1. In the case of shares, the highest closing sale price
of a share during the 30 days immediately preceding the date
in question on the composite tape for shares listed on the
New York Stock Exchange, or, if the shares are not quoted
on the composite tape or not listed on the New York Stock
Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act on which the
shares are listed, or, if the shares are not listed on any
such exchange, the highest closing bid quoted with respect
to a share during the 30 days preceding the date in question
on the National Association of Securities Dealers, Inc.’s,
Automated Quotations System or any system then in use, or
if no such quotation is available, the fair market value on
the date in question of a share as determined by the board
of directors of the resident domestic corporation in good
faith.
2. In the case of property other than cash or shares, the
fair market value of the property on the date in question
as determined by the board of directors of the resident domestic
corporation in good faith.
(Added to NRS by 1991, 1203)
NRS 78.426 “Preferred shares” defined. “Preferred
shares” means any class or series of shares of a resident
domestic corporation that under the bylaws or articles of
incorporation of the resident domestic corporation:
1. Is entitled to receive payment of dividends before any
payment of dividends on some other class or series of shares;
or
2. Is entitled in the event of any voluntary liquidation,
dissolution or winding up of the corporation to receive payment
or distribution of a preferential amount before any payments
or distributions are received by some other class or series
of shares.
(Added to NRS by 1991, 1203)
NRS 78.427 “Resident domestic corporation” defined.
1. “Resident domestic corporation” is limited
to a domestic corporation that has 200 or more stockholders
of record.
2. A resident domestic corporation does not cease to be a
resident domestic corporation by reason of events occurring
or actions taken while the resident domestic corporation is
subject to NRS 78.411 to 78.444, inclusive.
(Added to NRS by 1991, 1203; A 1999, 1591)
NRS 78.428 “Securities Exchange Act” defined.
“Securities Exchange Act” means the Act of Congress
known as the Securities Exchange Act of 1934, as amended,
15 U.S.C. §§ 78a et seq.
(Added to NRS by 1991, 1203)
NRS 78.429 “Share” defined. “Share”
means:
1. Any share or similar security, any certificate of interest,
any participation in any profit-sharing agreement, any voting-trust
certificate, or any certificate of deposit for a share; and
2. Any security convertible, with or without consideration,
into shares, or any warrant, call or other option or privilege
of buying shares without being bound to do so, or any other
security carrying any right to acquire, subscribe to, or purchase
shares.
(Added to NRS by 1991, 1203)
NRS 78.431 “Subsidiary” defined. “Subsidiary”
of any resident domestic corporation means any other corporation
of which a majority of the outstanding voting shares whose
votes are entitled to be cast are owned, directly or indirectly,
by the resident domestic corporation.
(Added to NRS by 1991, 1203)
NRS 78.432 “Voting shares” defined. “Voting
shares” means shares of stock of a corporation entitled
to vote generally in the election of directors.
(Added to NRS by 1991, 1204)
NRS 78.433 Applicability: Generally. NRS 78.411 to 78.444,
inclusive, do not apply to any combination of a resident domestic
corporation:
1. Which does not, as of the date that the person first becomes
an interested stockholder, have a class of voting shares registered
with the Securities and Exchange Commission under section
12 of the Securities Exchange Act, unless the corporation’s
articles of incorporation provide otherwise.
2. Whose articles of incorporation have been amended to provide
that the resident domestic corporation is subject to NRS 78.411
to 78.444, inclusive, and which did not have a class of voting
shares registered with the Securities and Exchange Commission
under section 12 of the Securities Exchange Act on the effective
date of the amendment, if the combination is with a person
who first became an interested stockholder before the effective
date of the amendment.
(Added to NRS by 1991, 1206; A 2003, 3101)
NRS 78.434 Applicability: Election not to be governed by
provisions. NRS 78.411 to 78.444, inclusive, do not apply
to any combination of a resident domestic corporation:
1. Whose original articles of incorporation contain a provision
expressly electing not to be governed by NRS 78.411 to 78.444,
inclusive, unless the articles of incorporation are subsequently
amended to provide that the corporation is subject to NRS
78.411 to 78.444, inclusive;
2. Whose articles of incorporation have been amended pursuant
to subsection 1 and the combination is with a person who first
became an interested stockholder before the effective date
of the amendment;
3. Which, within 30 days after October 1, 1991, adopts an
amendment to its bylaws expressly electing not to be governed
by NRS 78.411 to 78.444, inclusive, which may be rescinded
by subsequent amendment of the bylaws;
4. Which adopts an amendment to its articles of incorporation,
approved by the affirmative vote of the holders, other than
interested stockholders and their affiliates and associates,
of a majority of the outstanding voting power of the resident
domestic corporation, excluding the voting shares of interested
stockholders and their affiliates and associates, expressly
electing not to be governed by NRS 78.411 to 78.444, inclusive,
but the amendment to the articles of incorporation is not
effective until 18 months after the vote of the resident domestic
corporation’s stockholders and does not apply to any
combination of the resident domestic corporation with a person
who first became an interested stockholder on or before the
effective date of the amendment; or
5. Whose articles of incorporation were amended to contain
a provision expressly electing not to be governed by NRS 78.411
to 78.444, inclusive, before the date the corporation first
became a resident domestic corporation.
(Added to NRS by 1991, 1206; A 2003, 3102)
NRS 78.436 Applicability: Combination with inadvertent interested
stockholder. NRS 78.411 to 78.444, inclusive, do not apply
to any combination of a resident domestic corporation with
an interested stockholder of the resident domestic corporation
who became an interested stockholder inadvertently, if he:
1. As soon as practicable, divests himself of a sufficient
amount of the voting power of the corporation so that he no
longer is the beneficial owner, directly or indirectly, of
10 percent or more of the outstanding voting power of the
resident domestic corporation; and
2. Would not at any time within 3 years preceding the date
of announcement with respect to the combination have been
an interested stockholder but for the inadvertent acquisition.
(Added to NRS by 1991, 1207; A 1993, 968)
NRS 78.437 Applicability: Combination with interested stockholder
as of certain date. NRS 78.411 to 78.444, inclusive, do not
apply to any combination with an interested stockholder who:
1. Was an interested stockholder on January 1, 1991; or
2. Who first became an interested stockholder on the date
that the resident domestic corporation first became a resident
domestic corporation solely as a result of the corporation
becoming a resident domestic corporation.
(Added to NRS by 1991, 1207; A 2003, 3102)
NRS 78.438 Combination prohibited within 3 years after stockholder
becomes interested; exception; action on proposal.
1. Except as otherwise provided in NRS 78.433 to 78.437,
inclusive, a resident domestic corporation may not engage
in any combination with any interested stockholder of the
resident domestic corporation for 3 years after the date that
the person first became an interested stockholder unless the
combination or the transaction by which the person first became
an interested stockholder is approved by the board of directors
of the resident domestic corporation before the person first
became an interested stockholder.
2. If a proposal in good faith regarding a combination is
made in writing to the board of directors of the resident
domestic corporation, the board of directors shall respond,
in writing, within 30 days or such shorter period, if any,
as may be required by the Securities Exchange Act, setting
forth its reasons for its decision regarding the proposal.
3. If a proposal in good faith to purchase shares is made
in writing to the board of directors of the resident domestic
corporation, the board of directors, unless it responds affirmatively
in writing within 30 days or such shorter period, if any,
as may be required by the Securities Exchange Act, is considered
to have disapproved the purchase.
(Added to NRS by 1991, 1204; A 1993, 968; 2003, 3102)
NRS 78.439 Authorized combinations: General requirements.
A resident domestic corporation may not engage in any combination
with an interested stockholder of the resident domestic corporation
after the expiration of 3 years after the person first became
an interested stockholder other than a combination meeting
all of the requirements of the articles of incorporation of
the resident domestic corporation and either the requirements
specified in subsection 1, 2 or 3 or all of the requirements
specified in NRS 78.441 to 78.444, inclusive:
1. A combination approved by the board of directors of the
resident domestic corporation before the date that the person
first became an interested stockholder.
2. A combination with an interested stockholder if the transaction
by which the person became an interested stockholder was approved
by the board of directors of the resident domestic corporation
before the person became an interested stockholder.
3. A combination approved by the affirmative vote of the
holders of stock representing a majority of the outstanding
voting power not beneficially owned by the interested stockholder
proposing the combination, or any affiliate or associate of
the interested stockholder proposing the combination, at a
meeting called for that purpose no earlier than 3 years after
the date that the person first became an interested stockholder.
(Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103)
NRS 78.441 Authorized combinations: Consideration to be received
by disinterested holders of common shares. A combination engaged
in with an interested stockholder of the resident domestic
corporation more than 3 years after the date that the person
first became an interested stockholder may be permissible
if the aggregate amount of the cash and the market value,
as of the date of consummation, of consideration other than
cash to be received per share by all of the holders of outstanding
common shares of the resident domestic corporation not beneficially
owned by the interested stockholder immediately before that
date is at least equal to the higher of the following:
1. The highest price per share paid by the interested stockholder,
at a time when he was the beneficial owner, directly or indirectly,
of 5 percent or more of the outstanding voting shares of the
corporation, for any common shares of the same class or series
acquired by him within 3 years immediately before the date
of announcement with respect to the combination or within
3 years immediately before, or in, the transaction in which
he became an interested stockholder, whichever is higher,
plus, in either case, interest compounded annually from the
earliest date on which the highest price per share was paid
through the date of consummation at the rate for one-year
obligations of the United States Treasury from time to time
in effect, less the aggregate amount of any dividends paid
in cash and the market value of any dividends paid other than
in cash, per common share since the earliest date, but no
more may be subtracted than the amount of the interest.
2. The market value per common share on the date of announcement
with respect to the combination or on the date that the person
first became an interested stockholder, whichever is higher,
plus interest compounded annually from that date through the
date of consummation at the rate for one-year obligations
of the United States Treasury from time to time in effect,
less the aggregate amount of any dividends paid in cash and
the market value of any dividends paid other than in cash,
per common share since that date, but no more may be subtracted
than the amount of the interest.
(Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103)
NRS 78.442 Authorized combinations: Consideration to be received
by disinterested holders of class or series of shares other
than common shares. A combination engaged in with an interested
stockholder of the resident domestic corporation more than
3 years after the date that the person first became an interested
stockholder may be permissible if the aggregate amount of
the cash and the market value, as of the date of consummation,
of consideration other than cash to be received per share
by all of the holders of outstanding shares of any class or
series of shares, other than common shares, of the resident
domestic corporation not beneficially owned by the interested
stockholder immediately before that date is at least equal
to the highest of the following, whether or not the interested
stockholder has previously acquired any shares of the class
or series of shares:
1. The highest price per share paid by the interested stockholder,
at a time when he was the beneficial owner, directly or indirectly,
of 5 percent or more of the outstanding voting shares of the
corporation, for any shares of that class or series of shares
acquired by him within 3 years immediately before the date
of announcement with respect to the combination or within
3 years immediately before, or in, the transaction in which
he became an interested stockholder, whichever is higher,
plus, in either case, interest compounded annually from the
earliest date on which the highest price per share was paid
through the date of consummation at the rate for one-year
obligations of the United States Treasury from time to time
in effect, less the aggregate amount of any dividends paid
in cash and the market value of any dividends paid other than
in cash, per share of the class or series of shares since
the earliest date, but no more may be subtracted than the
amount of the interest.
2. The highest preferential amount per share to which the
holders of shares of the class or series of shares are entitled
in the event of any voluntary liquidation, dissolution or
winding up of the resident domestic corporation, plus the
aggregate amount of any dividends declared or due to which
the holders are entitled before payment of the dividends on
some other class or series of shares, unless the aggregate
amount of the dividends is included in the preferential amount.
3. The market value per share of the class or series of shares
on the date of announcement with respect to the combination
or on the date that the person first became an interested
stockholder, whichever is higher, plus interest compounded
annually from that date through the date of consummation at
the rate for one-year obligations of the United States Treasury
from time to time in effect, less the aggregate amount of
any dividends paid in cash and the market value of any dividends
paid other than in cash, per share of the class or series
of shares since that date, but no more may be subtracted than
the amount of the interest.
(Added to NRS by 1991, 1205; A 1993, 970; 2003, 3104)
NRS 78.443 Authorized combinations: Required form and distribution
of consideration. The consideration to be received by holders
of a particular class or series of outstanding shares, including
common shares, of the resident domestic corporation in the
combination pursuant to NRS 78.441 and 78.442, must be in
cash or in the same form as the interested stockholder has
used to acquire the largest number of shares of the class
or series of shares previously acquired by it, and the consideration
must be distributed promptly.
(Added to NRS by 1991, 1206)
NRS 78.444 Authorized combinations: Restrictions on beneficial
ownership of additional voting shares by interested stockholder.
A combination may be permissible if after the date that the
person first became an interested stockholder and before the
date of consummation with respect to the combination, the
interested stockholder has not become the beneficial owner
of any additional voting shares of the resident domestic corporation
except:
1. As part of the transaction that resulted in his becoming
an interested stockholder;
2. By virtue of proportionate splitting of shares, dividends
distributed in shares, or other distributions of shares in
respect of shares not constituting a combination;
3. Through a combination meeting all of the conditions of
NRS 78.439; or
4. Through a purchase at any price that, if the price had
been paid in an otherwise permissible combination whose date
of announcement and date of consummation were the date of
the purchase, would have satisfied the requirements of NRS
78.441, 78.442 and 78.443.
(Added to NRS by 1991, 1206; A 1993, 971; 2003, 3105)
SALE OF ASSETS; DISSOLUTION AND WINDING UP
NRS 78.565 Sale, lease or exchange of assets: Authority;
vote of stockholders.
1. Unless otherwise provided in the articles of incorporation,
every corporation may, by action taken at any meeting of its
board of directors, sell, lease or exchange all of its property
and assets, including its goodwill and its corporate franchises,
upon such terms and conditions as its board of directors may
approve, when and as authorized by the affirmative vote of
stockholders holding stock in the corporation entitling them
to exercise at least a majority of the voting power given
at a stockholders’ meeting called for that purpose.
2. Unless otherwise provided in the articles of incorporation,
a vote of stockholders is not necessary:
(a) For a transfer of assets by way of mortgage, or in trust
or in pledge to secure indebtedness of the corporation; or
(b) To abandon the sale, lease or exchange of assets.
[37:177:1925; NCL § 1636]—(NRS A 1989, 886; 1993,
973; 2001, 1376, 3199)
NRS 78.570 Sale of property and franchise under decree of
court. Sales of the property and franchises of corporations
that may be sold under a decree of court shall be made after
such notice of the time and place as the court may deem proper.
If the sales are made in the foreclosure of one or more mortgages,
the court may order the sale to be made for the whole amount
of indebtedness secured by the mortgage or mortgages, or for
the amount of interest due under the mortgage or mortgages,
subject to the payment by the purchaser of the outstanding
indebtedness and interest secured thereby as they become due.
In the latter event the court may, by proper orders, secure
the assumption thereof by the purchaser. When a sale shall
be ordered to be made, subject as aforesaid, the court shall
direct the officer making such sale, in the event that the
property and franchises offered do not sell for enough to
pay the amount aforesaid, to sell the same free from encumbrances.
Sales under this section shall be made on such credits as
the court may deem proper.
[38:177:1925; NCL § 1637]
NRS 78.575 Procedure for dissolution before payment of capital
and beginning of business. Before the payment of any part
of the capital and before beginning the business for which
the corporation was created, the incorporators or the board
of directors named in the articles of incorporation may dissolve
a corporation by filing in the Office of the Secretary of
State a certificate, signed by a majority of the incorporators
or of the board of directors named in the articles of incorporation,
stating that no part of the capital has been paid and the
business has not begun, and thereupon the corporation is dissolved.
[73:177:1925; NCL § 1672]—(NRS A 1993, 973; 1995,
1114; 1999, 1591)
NRS 78.580 Procedure for dissolution after issuance of stock
or beginning of business.
1. If the board of directors of any corporation organized
under this chapter, after the issuance of stock or the beginning
of business, decides that the corporation should be dissolved,
the board may adopt a resolution to that effect. If the corporation
has issued no stock, only the directors need to approve the
dissolution. If the corporation has issued stock, the directors
must recommend the dissolution to the stockholders. The corporation
shall notify each stockholder entitled to vote on dissolution,
and the stockholders entitled to vote must approve the dissolution.
2. If the dissolution is approved by the directors or both
the directors and stockholders, as respectively provided in
subsection 1, the corporation shall file with the Office of
the Secretary of State a certificate signed by an officer
of the corporation setting forth that the dissolution has
been approved by the directors, or by the directors and the
stockholders, and a list of the names and addresses, either
residence or business, of the corporation’s president,
secretary and treasurer, or the equivalent thereof, and all
of its directors.
3. The dissolution takes effect upon the filing of the certificate
of dissolution or upon a later date specified in the certificate,
which must be not more than 90 days after the date on which
the certificate is filed.
[64:177:1925; NCL § 1663]—(NRS A 1963, 1391; 1979,
397; 1991, 1239; 1993, 973; 2001, 1376, 3199; 2003, 3105;
2003, 20th Special Session, 36)
NRS 78.585 Continuation of corporation after dissolution
for winding up business; limitation on actions by or against
dissolved corporation. The dissolution of a corporation does
not impair any remedy or cause of action available to or against
it or its directors, officers or shareholders arising before
its dissolution and commenced within 2 years after the date
of the dissolution. It continues as a body corporate for the
purpose of prosecuting and defending suits, actions, proceedings
and claims of any kind or character by or against it and of
enabling it gradually to settle and close its business, to
collect and discharge its obligations, to dispose of and convey
its property, and to distribute its assets, but not for the
purpose of continuing the business for which it was established.
[65:177:1925]—(NRS A 1949, 170; 1955, 165; 1985, 1793)
NRS 78.590 Trustees of dissolved corporation: Powers of directors.
1. Upon the dissolution of any corporation under the provisions
of NRS 78.580, or upon the expiration of the period of its
corporate existence, limited by its articles of incorporation,
the directors become trustees thereof, with full power to
settle the affairs, collect the outstanding debts, sell and
convey the property, real and personal, and divide the money
and other property among the stockholders, after paying or
adequately providing for the payment of its liabilities and
obligations.
2. After paying or adequately providing for the liabilities
and obligations of the corporation, the trustees, with the
written consent of stockholders holding stock in the corporation
entitling them to exercise at least a majority of the voting
power, may sell the remaining assets or any part thereof to
a corporation organized under the laws of this or any other
state, and take in payment therefor the stock or bonds, or
both, of that corporation and distribute them among the stockholders
of the liquidated corporation, in proportion to their interest
therein. No such sale is valid as against any stockholder
who, within 30 days after the mailing of notice to him of
the sale, applies to the district court for an appraisal of
the value of his interest in the assets so sold, and unless
within 30 days after the appraisal is confirmed by the court
the stockholders consenting to the sale, or some of them,
pay to the objecting stockholder or deposit for his account,
in the manner directed by the court, the amount of the appraisal.
Upon the payment or deposit the interest of the objecting
stockholder vests in the person or persons making the payment
or deposit.
[66:177:1925; NCL § 1665]—(NRS A 1993, 974)
NRS 78.595 Trustees of dissolved corporation: Authority to
sue and be sued; joint and several responsibility. The persons
constituted trustees as provided in NRS 78.590 shall have
authority to sue for and recover the debts and property therein
mentioned, by the name of the trustees of the corporation,
describing it by its corporate name, and shall be suable by
the same name for the debts owing by the corporation at the
time of its dissolution, and shall be jointly and severally
responsible for such debts, to the amounts of the moneys and
property of the corporation which shall come into their hands
or possession.
[67:177:1925; NCL § 1666]
NRS 78.600 Trustees or receivers for dissolved corporations:
Appointment; powers. When any corporation organized under
this chapter shall be dissolved or cease to exist in any manner
whatever, the district court, on application of any creditor
or stockholder of the corporation, at any time, may either
continue the directors trustees as provided in NRS 78.590,
or appoint one or more persons to be receivers of and for
the corporation, to take charge of the estate and effects
thereof, and to collect the debts and property due and belonging
to the corporation, with power to prosecute and defend, in
the name of the corporation, or otherwise, all such suits
as may be necessary or proper for the purposes aforesaid,
and to appoint an agent or agents under them, and to do all
other acts which might be done by the corporation, if in being,
that may be necessary for the final settlement of the unfinished
business of the corporation. The powers of the trustees or
receivers may be continued as long as the district court shall
think necessary for the purposes aforesaid.
[68:177:1925; NCL § 1667]
NRS 78.605 Jurisdiction of district court. The district court
shall have jurisdiction of the application prescribed in NRS
78.600 and of all questions arising in the proceedings thereon,
and may make such orders and decrees and issue injunctions
therein as justice and equity shall require.
[69:177:1925; NCL § 1668]
NRS 78.610 Duties of trustees or receivers; payment and distribution
to creditors and stockholders. The trustees or receivers,
after payment of all allowances, expenses and costs, and the
satisfaction of all special and general liens upon the funds
of the corporation to the extent of their lawful priority,
shall pay the other debts due from the corporation, if the
funds in their hands shall be sufficient therefor, and if
not, they shall distribute the same ratably among all the
creditors who shall prove their debts in the manner that shall
be directed by an order or decree of the court for that purpose.
If there shall be any balance remaining after the payment
of the debts and necessary expenses (or the making of adequate
provision therefor), they shall distribute and pay the same
to and among those who shall be justly entitled thereto, as
having been stockholders of the corporation, or their legal
representatives.
[70:177:1925; NCL § 1669]
NRS 78.615 Abatement of pending actions; substitution of
dissolution trustees or receivers. If any corporation organized
under this chapter becomes dissolved by the expiration of
its charter or otherwise, before final judgment obtained in
any action pending or commenced in any court of record of
this State against the corporation, the action shall not abate
by reason thereof, but the dissolution of the corporation
being suggested upon the record, and the names of the trustees
or receivers of the corporation being entered upon the record,
and notice thereof served upon the trustees or receivers,
or if such service be impracticable upon the counsel of record
in such case, the action shall proceed to final judgment against
the trustees or receivers by the name of the corporation.
[71:177:1925; NCL § 1670]
NRS 78.620 Dissolution or forfeiture of charter by decree
of court; filing. Whenever any corporation is dissolved or
its charter forfeited by decree or judgment of the district
court, the decree or judgment shall be forthwith filed by
the clerk of the court in the Office of the Secretary of State.
[72:177:1925; NCL § 1671]
INSOLVENCY; RECEIVERS AND TRUSTEES
NRS 78.622 Reorganization under federal law: Powers of corporation.
1. If a corporation is under reorganization in a federal
court pursuant to Title 11 of U.S.C., it may take any action
necessary to carry out any proceeding and do any act directed
by the court relating to reorganization, without further action
by its directors or stockholders. This authority may be exercised
by:
(a) The trustee in bankruptcy appointed by the court;
(b) Officers of the corporation designated by the court;
or
(c) Any other representative appointed by the court,
Ê with the same effect as if exercised by the directors
and stockholders of the corporation.
2. By filing a confirmed plan or order of reorganization,
certified by the bankruptcy court, with the Secretary of State,
the corporation may:
(a) Alter, amend or repeal its bylaws;
(b) Constitute or reconstitute and classify or reclassify
its board of directors;
(c) Name, constitute or appoint directors and officers in
place of or in addition to all or some of the directors or
officers then in office;
(d) Amend its articles of incorporation;
(e) Make any change in its authorized and issued stock;
(f) Make any other amendment, change, alteration or provision
authorized by this chapter; and
(g) Be dissolved, transfer all or part of its assets, or
merge or consolidate, or make any other change authorized
by this chapter.
3. In any action taken pursuant to subsections 1 and 2, a
stockholder has no right to demand payment for his stock.
4. Any amendment of the articles of incorporation made pursuant
to subsection 2 must be signed under penalty of perjury by
the person authorized by the court and filed with the Secretary
of State. If the amendment is filed in accordance with the
order of reorganization, it becomes effective when it is filed
unless otherwise ordered by the court.
5. Any filing with the Secretary of State pursuant to this
section must be accompanied by the appropriate fee, if any.
(Added to NRS by 1985, 1042; A 1993, 2765; 2001, 1376, 3199;
2003, 20th Special Session, 36)
NRS 78.630 Application of creditors or stockholders of insolvent
corporation for injunction and appointment of receiver or
trustee; hearing.
1. Whenever any corporation becomes insolvent or suspends
its ordinary business for want of money to carry on the business,
or if its business has been and is being conducted at a great
loss and greatly prejudicial to the interest of its creditors
or stockholders, any creditors holding 10 percent of the outstanding
indebtedness, or stockholders owning 10 percent of the outstanding
stock entitled to vote, may, by petition setting forth the
facts and circumstances of the case, apply to the district
court of the county in which the registered office of the
corporation is located for a writ of injunction and the appointment
of a receiver or receivers or trustee or trustees.
2. The court, being satisfied by affidavit or otherwise of
the sufficiency of the application and of the truth of the
allegations contained in the petition and upon hearing after
such notice as the court by order may direct, shall proceed
in a summary way to hear the affidavits, proofs and allegations
which may be offered in behalf of the parties.
3. If upon such inquiry it appears to the court that the
corporation has become insolvent and is not about to resume
its business in a short time thereafter, or that its business
has been and is being conducted at a great loss and greatly
prejudicial to the interests of its creditors or stockholders,
so that its business cannot be conducted with safety to the
public, it may issue an injunction to restrain the corporation
and its officers and agents from exercising any of its privileges
or franchises and from collecting or receiving any debts or
paying out, selling, assigning or transferring any of its
estate, money, lands, tenements or effects, except to a receiver
appointed by the court, until the court otherwise orders.
[46:177:1925; NCL § 1645]—(NRS A 1993, 974, 2765,
2820)
NRS 78.635 Appointment of receiver or trustee of insolvent
corporation: Powers.
1. The district court, at the time of ordering the injunction,
or at any time afterwards, may appoint a receiver or receivers
or a trustee or trustees for the creditors and stockholders
of the corporation.
2. The receiver or receivers or trustee or trustees shall
have full power and authority:
(a) To demand, sue for, collect, receive and take into his
or their possession all the goods and chattels, rights and
credits, moneys and effects, lands and tenements, books, papers,
choses in action, bills, notes and property, of every description
of the corporation; and
(b) To institute suits at law or in equity for the recovery
of any estate, property, damages or demands existing in favor
of the corporation; and
(c) In his or their discretion to compound and settle with
any debtor or creditor of the corporation, or with persons
having possession of its property or in any way responsible
at law or in equity to the corporation at the time of its
insolvency or suspension of business, or afterwards, upon
such terms and in such manner as he or they shall deem just
and beneficial to the corporation; and
(d) In case of mutual dealings between the corporation and
any person to allow just setoffs in favor of such person in
all cases in which the same ought to be allowed according
to law and equity.
3. A debtor who shall have in good faith paid his debt to
the corporation without notice of its insolvency or suspension
of business, shall not be liable therefor, and the receiver
or receivers or trustee or trustees shall have power to sell,
convey and assign all the estate, rights and interests, and
shall hold and dispose of the proceeds thereof under the directions
of the district court.
[Part 47:177:1925; NCL § 1646]—(NRS A 1969, 93)
NRS 78.640 Property and privileges of insolvent corporation
vest in appointed receiver. All real and personal property
of an insolvent corporation, wheresoever situated, and all
its franchises, rights, privileges and effects shall, upon
the appointment of a receiver, forthwith vest in him, and
the corporation shall be divested of the title thereto.
[48:177:1925; NCL § 1647]
NRS 78.645 Corporation may resume control upon payment of
debts and receipt of capital to conduct business; order of
court dissolving corporation and forfeiting charter.
1. Whenever a receiver shall have been appointed as provided
in NRS 78.635 and it shall afterwards appear that the debts
of the corporation have been paid or provided for, and that
there remains or can be obtained by further contributions
sufficient capital to enable it to resume its business, the
district court may, in its discretion, a proper case being
shown, direct the receiver to reconvey to the corporation
all its property, franchises, rights and effects, and thereafter
the corporation may resume control of and enjoy the same as
fully as if the receiver had never been appointed.
2. In every case in which the district court shall not direct
such reconveyance, the court may, in its discretion, make
a decree dissolving the corporation and declaring its charter
forfeited and void.
[49:177:1925; NCL § 1648]
NRS 78.650 Stockholders’ application for injunction
and appointment of receiver when corporation mismanaged.
1. Any holder or holders of one-tenth of the issued and outstanding
stock may apply to the district court, held in the district
where the corporation has its principal place of business,
for an order dissolving the corporation and appointing a receiver
to wind up its affairs, and by injunction restrain the corporation
from exercising any of its powers or doing business whatsoever,
except by and through a receiver appointed by the court, whenever:
(a) The corporation has willfully violated its charter;
(b) Its trustees or directors have been guilty of fraud or
collusion or gross mismanagement in the conduct or control
of its affairs;
(c) Its trustees or directors have been guilty of misfeasance,
malfeasance or nonfeasance;
(d) The corporation is unable to conduct the business or
conserve its assets by reason of the act, neglect or refusal
to function of any of the directors or trustees;
(e) The assets of the corporation are in danger of waste,
sacrifice or loss through attachment, foreclosure, litigation
or otherwise;
(f) The corporation has abandoned its business;
(g) The corporation has not proceeded diligently to wind
up its affairs, or to distribute its assets in a reasonable
time;
(h) The corporation has become insolvent;
(i) The corporation, although not insolvent, is for any cause
not able to pay its debts or other obligations as they mature;
or
(j) The corporation is not about to resume its business with
safety to the public.
2. The application may be for the appointment of a receiver,
without at the same time applying for the dissolution of the
corporation, and notwithstanding the absence, if any there
be, of any action or other proceeding in the premises pending
in such court.
3. In any such application for a receivership, it is sufficient
for a temporary appointment if notice of the same is given
to the corporation alone, by process as in the case of an
application for a temporary restraining order or injunction,
and the hearing thereon may be had after 5 days’ notice
unless the court directs a longer or different notice and
different parties.
4. The court may, if good cause exists therefor, appoint
one or more receivers for such purpose, but in all cases directors
or trustees who have been guilty of no negligence nor active
breach of duty must be preferred in making the appointment.
The court may at any time for sufficient cause make a decree
terminating the receivership, or dissolving the corporation
and terminating its existence, or both, as may be proper.
5. Receivers so appointed have, among the usual powers, all
the functions, powers, tenure and duties to be exercised under
the direction of the court as are conferred on receivers and
as provided in NRS 78.635, 78.640 and 78.645, whether the
corporation is insolvent or not.
[49a:177:1925; added 1941, 405; 1931 NCL § 1648.01]—(NRS
A 1993, 2766)
NRS 78.655 Reorganization of corporation by majority of stockholders
during receivership. Whenever stockholders holding stock entitling
them to exercise at least a majority of the voting power of
the corporation shall have agreed upon a plan for the reorganization
of the corporation and a resumption by it of the management
and control of its property and business, the corporation
may, with the consent of the district court:
1. Upon the reconveyance to it of its property and franchises,
mortgage the same for such amount as may be necessary for
the purposes of reorganization; and
2. Issue bonds or other evidences of indebtedness, or additional
stock of one or more classes, with or without nominal or par
value, or both, or both bonds and stock, or certificates of
investment or participation certificates, and use the same
for the full or partial payment of the creditors who will
accept the same, or otherwise dispose of the same for the
purposes of the reorganization.
[50:177:1925; NCL § 1649]
NRS 78.660 Powers of district court.
1. The court shall have power to send for persons and papers
and to examine any persons, including the creditors and claimants,
and the president, directors and other officers and agents
of the corporation, on oath or affirmation, respecting its
affairs and transactions and its estate, money, goods, chattels,
credits, notes, bills and choses in action, real and personal
estate and effects of every kind, and also respecting its
debts, obligations, contracts and liabilities, and the claims
against it.
2. If any person shall refuse to be sworn or affirmed, or
to make answers to such questions as shall be put to him,
or refuse to declare the whole truth touching the subject
matter of the examination, the district court may commit such
person to a place of confinement, there to remain until he
shall submit himself to be examined, and pay all the costs
of the proceedings against him.
[51:177:1925; NCL § 1650]
NRS 78.665 Receiver to take possession of corporate assets
upon court order. The receiver, upon order of the court, with
the assistance of a peace officer, may break open, in the
daytime, the houses, shops, warehouses, doors, trunks, chests
or other places of the corporation where any of its goods,
chattels, choses in action, notes, bills, moneys, books, papers
or other writings or effects have been usually kept, or shall
be, and take possession of the same and of the lands and tenements
belonging to the corporation.
[52:177:1925; NCL § 1651]
NRS 78.670 Inventory, list of debts and reports by receiver.
The receiver, as soon as convenient, shall lay before the
district court a full and complete inventory of all the estate,
property and effects of the corporation, its nature and probable
value, and an account of all debts due from and to it, as
nearly as the same can be ascertained, and make a report to
the court of his proceedings at least every 3 months thereafter
during the continuance of the trust, and whenever he shall
be so ordered.
[53:177:1925; NCL § 1652]
NRS 78.675 Creditors’ proofs of claims; when participation
barred; notice. All creditors shall present and make proof
to the receiver of their respective claims against the corporation
within 6 months from the date of appointment of the receiver
or trustee for the corporation, or sooner if the court shall
order and direct, and all creditors and claimants failing
to do so within the time limited by this section, or the time
prescribed by the order of the court, shall by the direction
of the court be barred from participating in the distribution
of the assets of the corporation. The court shall also prescribe
what notice, by publication or otherwise, shall be given to
creditors of such limitation of time.
[54:177:1925; A 1949, 158; 1943 NCL § 1653]
NRS 78.680 Creditors’ claims to be in writing under
oath; examination of claimants. Every claim against any corporation
for which a receiver has been appointed shall be presented
to the receiver in writing and upon oath. The claimant, if
required, shall submit himself to such examination in relation
to the claim as the court shall direct, and shall produce
such books and papers relating to the claim as shall be required.
The court shall have power to authorize the receiver to examine,
under oath or affirmation, all witnesses produced before him
touching the claim or any part thereof.
[55:177:1925; NCL § 1654]
NRS 78.685 Action on creditors’ claims; appeal of disallowed
claims.
1. The clerk of the district court, immediately upon the
expiration of the time fixed for the filing of claims, shall
notify the trustee or receiver of the filing of the claims.
The trustee or receiver shall inspect the claims and within
30 days notify each claimant of his decision. The trustee
or receiver may require all creditors whose claims are disputed
to submit themselves to an examination in relation to their
claims, and to produce such books and papers relating to their
claims as the trustee or receiver requests. The trustee or
receiver may examine, under oath or affirmation, all witnesses
produced before him regarding the claims, and shall pass upon
and allow or disallow the claims, or any part thereof, and
notify the claimants of his determination.
2. Every creditor or claimant who has received notice from
the receiver or trustee that his claim has been disallowed
in whole or in part may appeal to the district court within
30 days thereafter. The court, after a hearing, shall determine
the rights of the parties.
[56:177:1925; NCL § 1655] + [Part 57:177:1925; NCL §
1656]—(NRS A 1991, 1239)
NRS 78.695 Substitution of receiver as party; abatement of
actions.
1. A receiver, upon application by him, shall be substituted
as party plaintiff or complainant in the place and stead of
the corporation in any suit or proceeding at law or in equity
which was pending at the time of his appointment.
2. No action against a receiver of a corporation shall abate
by reason of his death, but, upon suggestion of the facts
on the record, shall be continued against his successor, or
against the corporation in case no new receiver be appointed.
[58:177:1925; NCL § 1657] + [59:177:1925; NCL §
1658]
NRS 78.700 Sales of encumbered or deteriorating property.
Where property of an insolvent corporation is at the time
of the appointment of a receiver encumbered with mortgages
or other liens, the legality of which is brought in question,
or the property is of a character which will materially deteriorate
in value pending the litigation, the district court may order
the receiver to sell the same, clear of encumbrances, at public
or private sale, for the best price that can be obtained,
and pay the money into court, there to remain subject to the
same liens and equities of all parties in interest as was
the property before sale, to be disposed of as the court shall
direct.
[60:177:1925; NCL § 1659]
NRS 78.705 Compensation, costs and expenses of receiver.
Before distribution of the assets of an insolvent corporation
among the creditors or stockholders, the district court shall
allow a reasonable compensation to the receiver for his services
and the costs and expenses of the administration of the trust,
and the cost of the proceedings in the court, to be first
paid out of the assets.
[61:177:1925; NCL § 1660]
NRS 78.710 Distribution of money to creditors and stockholders.
After payment of all allowances, expenses and costs, and the
satisfaction of all special and general liens upon the funds
of the corporation to the extent of their lawful priority,
the creditors shall be paid proportionately to the amount
of their respective debts, excepting mortgage and judgment
creditors when the judgment has not been by confession for
the purpose of preferring creditors. The creditors shall be
entitled to distribution on debts not due, making in such
case a rebate of interest, when interest is not accruing on
the same. The surplus funds, if any, after payment of the
creditors and the costs, expenses and allowances, shall be
distributed among the stockholders or their legal representatives
in proportion to their interests.
[62:177:1925; NCL § 1661]
NRS 78.715 Acts of majority of receivers effectual; removal
and vacancies.
1. Every matter and thing by this chapter required to be
done by receivers or trustees shall be good and effectual,
to all intents and purposes, if performed by a majority of
them.
2. The district court may remove any receiver or trustee
and appoint another or others in his place to fill any vacancy
which may occur.
[63:177:1925; NCL § 1662]
NRS 78.720 Employees’ liens for wages when corporation
insolvent.
1. Whenever any corporation becomes insolvent or is dissolved
in any way or for any cause, the employees doing labor or
service, of whatever character, in the regular employ of the
corporation, have a lien upon the assets thereof for the amount
of wages due to them, not exceeding $1,000, which have been
earned within 3 months before the date of the insolvency or
dissolution, which must be paid before any other debt of the
corporation.
2. The word “employees” does not include any
of the officers of the corporation.
[86:177:1925; NCL § 1685]—(NRS A 1959, 607; 1983,
1362)
REINCORPORATION; RENEWAL AND REVIVAL OF CHARTERS
NRS 78.725 Domestic corporations in existence on April 1,
1925, may reincorporate under this chapter.
1. Any corporation organized and existing under the laws
of this State on April 1, 1925, may reincorporate under this
chapter, either under the same or a different name, by:
(a) Filing with the Secretary of State a certificate signed
by its president and attested by its secretary and duly authorized
by a meeting of the stockholders called for that purpose,
setting forth the statements required in an original certificate
of incorporation by NRS 78.035; and
(b) Surrendering the existing charter or certificate of incorporation
of the corporation, and accepting the provisions of this chapter.
2. Upon the filing of the certificate, the corporation shall
be deemed to be incorporated under this chapter and is entitled
to and possesses all the privileges, franchises and powers
as if originally incorporated under this chapter. All the
properties, rights and privileges theretofore belonging to
the corporation, which were acquired by gift, grant, conveyance,
assignment or otherwise, are hereby ratified, approved and
confirmed and assured to the corporation with like effect
and to all intents and purposes as if the same had been originally
acquired through incorporation under this chapter.
3. Any corporation reincorporating under this chapter is
subject to all the contracts, duties and obligations theretofore
resting upon the corporation whose charter or certificate
of incorporation is thus surrendered or to which the corporation
is then in any way liable.
[82:177:1925; NCL § 1681]—(NRS A 1971, 1105; 2003,
3106)
NRS 78.730 Renewal or revival: Procedure; fee; certificate
as evidence.
1. Any corporation which did exist or is existing under the
laws of this State may, upon complying with the provisions
of NRS 78.180, procure a renewal or revival of its charter
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 charter and amendments thereto, or existing
charter, by filing:
(a) A certificate with the Secretary of State, which must
set forth:
(1) The name of the corporation, which must be the name of
the corporation at the time of the renewal or revival, or
its name at the time its original charter expired.
(2) The name of the person designated as the resident agent
of the corporation, his street address for the service of
process, and his mailing address if different from his street
address.
(3) The date when the renewal or revival of the charter 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 corporation desiring to renew or revive its
charter is, or has been, organized and carrying on the business
authorized by its existing or original charter 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 president, secretary and treasurer, or
the equivalent thereof, and all of its directors and their
addresses, either residence or business.
2. A corporation whose charter has not expired and is being
renewed shall cause the certificate to be signed by an officer
of the corporation. The certificate must be approved by a
majority of the voting power of the shares.
3. A corporation seeking to revive its original or amended
charter shall cause the certificate to be signed by a person
or persons designated or appointed by the stockholders of
the corporation. The signing and filing of the certificate
must be approved by the written consent of stockholders of
the corporation holding at least a majority of the voting
power and must contain a recital that this consent was secured.
If no stock has been issued, the certificate must contain
a statement of that fact, and a majority of the directors
then in office may designate the person to sign the certificate.
The corporation shall pay to the Secretary of State the fee
required to establish a new corporation pursuant to the provisions
of this chapter.
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 existence and incorporation
of the corporation therein named.
[93:177:1925]—(NRS A 1937, 4; 1953, 314; 1985, 1872;
1993, 975; 1995, 2100; 1997, 705; 1999, 1591; 2003, 3106;
2003, 20th Special Session, 37)
NRS 78.740 Renewal or revival: Status of corporation. Any
corporation existing on or incorporated after April 1, 1925,
desiring to renew or revive its corporate existence, upon
complying with the provisions of this chapter, is and continues
for the time stated in its certificate of renewal to be a
corporation, and in addition to the rights, privileges and
immunities conferred by its original charter, possesses and
enjoys all the benefits of this chapter that are applicable
to the nature of its business, and is subject to the restrictions
and liabilities by this chapter imposed on such corporations.
[95:177:1925; NCL § 1694]—(NRS A 1993, 976)
SUITS AGAINST CORPORATIONS, DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS AND STOCKHOLDERS
NRS 78.745 Action against stockholder for unpaid subscriptions;
limitation of action. No action shall be brought by the corporation
against any stockholder for any unpaid subscription unless
within 2 years after the debt becomes due, and no action shall
be brought against the stockholder after he shall cease to
be the owner of the shares, unless brought within 2 years
from the time he shall have ceased to be a stockholder.
[17:177:1925; NCL § 1616]
NRS 78.747 Liability of stockholder, director or officer
for debt or liability of corporation.
1. Except as otherwise provided by specific statute, no stockholder,
director or officer of a corporation is individually liable
for a debt or liability of the corporation, unless the stockholder,
director or officer acts as the alter ego of the corporation.
2. A stockholder, director or officer acts as the alter ego
of a corporation if:
(a) The corporation is influenced and governed by the stockholder,
director or officer;
(b) There is such unity of interest and ownership that the
corporation and the stockholder, director or officer are inseparable
from each other; and
(c) Adherence to the corporate fiction of a separate entity
would sanction fraud or promote a manifest injustice.
3. The question of whether a stockholder, director or officer
acts as the alter ego of a corporation must be determined
by the court as a matter of law.
(Added to NRS by 2001, 3170)
NRS 78.750 Service of process on corporations.
1. In any action commenced against any corporation in any
court of this State, service of process may be made in the
manner provided by law and rule of court for the service of
civil process.
2. Service of process on a corporation whose charter has
been revoked or which has been continued as a body corporate
pursuant to NRS 78.585 may be made by mailing copies of the
process and any associated records by certified mail, with
return receipt requested, to:
(a) The resident agent of the corporation, if there is one;
and
(b) Each officer and director of the corporation as named
in the list last filed with the Secretary of State before
the dissolution or expiration of the corporation or the forfeiture
of its charter.
Ê The manner of serving process described in this subsection
does not affect the validity of any other service authorized
by law.
[81:177:1925; NCL § 1680]—(NRS A 1979, 568; 1997,
474; 2001, 1377, 3199; 2003, 3107)
NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.
1. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action
by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding
if he:
(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Ê The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea
of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person is liable pursuant to
NRS 78.138 or did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation, or that, with respect to any
criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust
or other enterprise against expenses, including amounts paid
in settlement and attorneys’ fees actually and reasonably
incurred by him in connection with the defense or settlement
of the action or suit if he:
(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of
the corporation.
Ê Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts
paid in settlement to the corporation, unless and only to
the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against
expenses, including attorneys’ fees, actually and reasonably
incurred by him in connection with the defense.
(Added to NRS by 1997, 694; A 2001, 3175)
NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and
advancement of expenses.
1. Any discretionary indemnification pursuant to NRS 78.7502,
unless ordered by a court or advanced pursuant to subsection
2, may be made by the corporation only as authorized in the
specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action,
suit or proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so
orders, by independent legal counsel in a written opinion;
or
(d) If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights
to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract
or otherwise by law.
3. The indemnification pursuant to NRS 78.7502 and advancement
of expenses authorized in or ordered by a court pursuant to
this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise,
for either an action in his official capacity or an action
in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS
78.7502 or for the advancement of expenses made pursuant to
subsection 2, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts
or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
(Added to NRS by 1969, 118; A 1987, 83; 1993, 976; 1997,
706; 2001, 1377, 3199)
NRS 78.752 Insurance and other financial arrangements against
liability of directors, officers, employees and agents.
1. A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for
any liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or
not the corporation has the authority to indemnify him against
such liability and expenses.
2. The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of
the corporation.
(d) The establishment of a letter of credit, guaranty or
surety.
Ê No financial arrangement made pursuant to this subsection
may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable for intentional misconduct, fraud or a knowing
violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf
of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person’s stock or other
securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of
the person to provide the insurance or other financial arrangement
is conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to personal
liability for his action,
Ê even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or
other financial arrangement.
5. A corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant
to this section is not subject to the provisions of title
57 of NRS.
(Added to NRS by 1987, 80)
SECRETARY OF STATE: DUTIES AND FEES
NRS 78.755 Duties: Collection of fees; employment of new
technology to aid in performance.
1. The Secretary of State, for services relating to his official
duties and the records of his office, shall charge and collect
the fees designated in NRS 78.760 to 78.785, inclusive.
2. The Secretary of State may accept the filing of records
by facsimile machine and employ new technology, as it is developed,
to aid in the performance of all duties required by law. The
Secretary of State may establish rules, fee schedules and
regulations not inconsistent with law, for filing records
by facsimile machine and for the adoption, employment and
use of new technology in the performance of his duties.
[Part 1:52:1933; A 1949, 363; 1951, 393] + [Part 2:52:1933;
A 1949, 409; 1943 NCL § 7421.02]—(NRS A 1979, 76;
1991, 1239; 1997, 2810; 2003, 3107)
NRS 78.760 Filing fees: Articles of incorporation.
1. The fee for filing articles of incorporation is prescribed
in the following schedule:
If the amount represented by the total number of shares provided
for in the articles is:
$75,000 or less...........................................................................................................
$75
Over $75,000 and not over $200,000......................................................................
175
Over $200,000 and not over $500,000....................................................................
275
Over $500,000 and not over $1,000,000.................................................................
375
Over $1,000,000:
For the first $1,000,000......................................................................................
375
For each additional $500,000 or fraction thereof...........................................
275
2. The maximum fee which may be charged pursuant to this section
is $35,000 for:
(a) The original filing of articles of incorporation.
(b) A subsequent filing of any instrument which authorizes
an increase in stock.
3. For the purposes of computing the filing fees according
to the schedule in subsection 1, the amount represented by
the total number of shares provided for in the articles of
incorporation is:
(a) The aggregate par value of the shares, if only shares
with a par value are therein provided for;
(b) The product of the number of shares multiplied by $1,
regardless of any lesser amount prescribed as the value or
consideration for which shares may be issued and disposed
of, if only shares without par value are therein provided
for; or
(c) The aggregate par value of the shares with a par value
plus the product of the number of shares without par value
multiplied by $1, regardless of any lesser amount prescribed
as the value or consideration for which the shares without
par value may be issued and disposed of, if shares with and
without par value are therein provided for.
Ê For the purposes of this subsection, shares with
no prescribed par value shall be deemed shares without par
value.
4. The Secretary of State shall calculate filing fees pursuant
to this section with respect to shares with a par value of
less than one-tenth of a cent as if the par value were one-tenth
of a cent.
[Part 1:52:1933; A 1949, 363; 1951, 393]—(NRS A 1975,
478; 1977, 402; 1983, 690; 1989, 978; 1991, 1240; 1993, 555,
978; 1995, 1115; 2001, 1378, 3176, 3199; 2003, 20th Special
Session, 37)
NRS 78.765 Filing fees: Certificate changing number of authorized
shares; certificate of amendment to articles; certificate
of correction; certificate of designation; certificate of
termination; certificate of withdrawal.
1. The fee for filing a certificate changing the number of
authorized shares pursuant to NRS 78.209 or a certificate
of amendment to articles of incorporation that increases the
corporation’s authorized stock or a certificate of correction
that increases the corporation’s authorized stock is
the difference between the fee computed at the rates specified
in NRS 78.760 upon the total authorized stock of the corporation,
including the proposed increase, and the fee computed at the
rates specified in NRS 78.760 upon the total authorized capital,
excluding the proposed increase. In no case may the amount
be less than $175.
2. The fee for filing a certificate of amendment to articles
of incorporation that does not increase the corporation’s
authorized stock or a certificate of correction that does
not increase the corporation’s authorized stock is $175.
3. The fee for filing a certificate or an amended certificate
pursuant to NRS 78.1955 is $175.
4. The fee for filing a certificate of termination pursuant
to NRS 78.209, 78.380 or 78.390 or a certificate of withdrawal
pursuant to NRS 78.1955 is $175.
[Part 1:52:1933; A 1949, 363; 1951, 393]—(NRS A 1983,
691; 1989, 978; 1991, 1240; 1993, 979; 1995, 1115, 2101; 1997,
708; 1999, 1592; 2001, 1379, 3177, 3199; 2003, 20th Special
Session, 38)
NRS 78.767 Filing fees: Certificates of restated articles
of incorporation.
1. The fee for filing a certificate of restated articles
of incorporation that does not increase the corporation’s
authorized stock is $175.
2. The fee for filing a certificate of restated articles
of incorporation that increases the corporation’s authorized
stock is the difference between the fee computed pursuant
to NRS 78.760 based upon the total authorized stock of the
corporation, including the proposed increase, and the fee
computed pursuant to NRS 78.760 based upon the total authorized
stock of the corporation, excluding the proposed increase.
In no case may the amount be less than $175.
(Added to NRS by 1959, 682; A 1983, 691; 1989, 979; 1993,
979; 1995, 1116; 2001, 3177; 2003, 20th Special Session, 39)
NRS 78.780 Filing fees: Certificates of extension and dissolution.
1. The fee for filing a certificate of extension of corporate
existence of any corporation is an amount equal to one-fourth
of the fee computed at the rates specified in NRS 78.760 for
filing articles of incorporation.
2. The fee for filing a certificate of dissolution whether
it occurs before or after payment of capital and beginning
of business is $75.
[Part 1:52:1933; A 1949, 363; 1951, 393]—(NRS A 1981,
1890; 1989, 979; 1993, 979; 2001, 3178; 2003, 20th Special
Session, 39)
NRS 78.785 Miscellaneous fees.
1. The fee for filing a certificate of change of location
of a corporation’s registered office and resident agent,
or a new designation of resident agent, is $60.
2. The fee for certifying articles of incorporation where
a copy is provided is $30.
3. The fee for certifying a copy of an amendment to articles
of incorporation, or to a copy of the articles as amended,
where a copy is furnished, is $30.
4. The fee for certifying an authorized printed copy of the
general corporation law as compiled by the Secretary of State
is $30.
5. The fee for reserving a corporate name is $25.
6. The fee for signing a certificate of corporate existence
which does not list the previous records relating to the corporation,
or a certificate of change in a corporate name, is $50.
7. The fee for signing a certificate of corporate existence
which lists the previous records relating to the corporation
is $50.
8. The fee for signing, certifying or filing any certificate
or record not provided for in NRS 78.760 to 78.785, inclusive,
is $50.
9. The fee for copies made at the Office of the Secretary
of State is $2 per page.
10. The fees for filing articles of incorporation, articles
of merger, or certificates of amendment increasing the basic
surplus of a mutual or reciprocal insurer must be computed
pursuant to NRS 78.760, 78.765 and 92A.210, on the basis of
the amount of basic surplus of the insurer.
11. The fee for examining and provisionally approving any
record at any time before the record is presented for filing
is $125.
[Part 1:52:1933; A 1949, 363; 1951, 393]—(NRS A 1959,
689; 1975, 565; 1977, 403; 1979, 398; 1981, 141; 1983, 692;
1985, 1873; 1987, 1058; 1989, 979; 1991, 1241; 1993, 979;
1995, 1116; 2001, 1379, 3178, 3199; 2003, 225, 3107; 2003,
20th Special Session, 39)
MISCELLANEOUS PROVISIONS
NRS 78.795 Registration of natural person or corporation
willing to serve as resident agent for corporation, limited-liability
company or limited partnership.
1. Any natural person or corporation residing or located
in this State may register for that calendar year his willingness
to serve as the resident agent of a domestic or foreign corporation,
limited-liability company or limited partnership with the
Secretary of State. The registration must state the full,
legal name of the person or corporation willing to serve as
the resident agent and be accompanied by a fee of $500 per
office location of the resident agent.
2. The Secretary of State shall maintain a list of those
persons who are registered pursuant to subsection 1 and make
the list available to persons seeking to do business in this
State.
3. The Secretary of State may amend any information provided
in the list if a person who is included in the list:
(a) Requests the amendment; and
(b) Pays a fee of $50.
4. The Secretary of State may adopt regulations prescribing
the content, maintenance and presentation of the list.
(Added to NRS by 1995, 1111; A 1999, 1593; 2003, 20th Special
Session, 39)
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