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N.R.S. 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 78.0285           Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.

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 the Secretary of State; cancellation of filings.

NRS 78.0296           Ratification or validation of noncompliant corporate acts.

NRS 78.0297           Corporate records: Manner of storage; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

NRS 78.0298           Records or signatures maintained by corporation.

FORMATION

NRS 78.030             Filing requirements; prohibition against establishment of corporation for certain illegal purposes.

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 78.047             Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.

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 REGISTERED AGENT

NRS 78.090             Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation.

NRS 78.097             Resignation of registered agent or termination of registration of commercial registered agent.

NRS 78.105             Maintenance of records at principal office or with custodian of records; 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.

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 AND OTHER REQUIREMENTS; DEFAULTING CORPORATIONS

NRS 78.150             Filing requirements; fees; powers and duties of Secretary of State; regulations.

NRS 78.152             List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 78.153             Additional filing requirements for certain corporations: Criteria; statement; fees.

NRS 78.155             Certificate of authorization to transact business.

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 or revival 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 certificate of designation.

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 and on amount of stock owned by person or group of persons.

NRS 78.245             Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exception.

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; alternative means for participating at meeting.

NRS 78.320             Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.

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; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.

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 or other communication.

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 78.421             “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 78.4265           “Publicly traded corporation” 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 2 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 78.573             Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.

NRS 78.575             Procedure for dissolution before payment of capital and beginning of business.

NRS 78.580             Procedure for dissolution after beginning of business.

NRS 78.585             Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.

NRS 78.590             Trustees of dissolved corporation: Powers of directors.

NRS 78.597             Liability of stockholders of dissolved corporation.

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 78.746             Action against stockholder by judgment creditor; limitations.

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; other rights to 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 fee: Certificate of dissolution.

NRS 78.785             Miscellaneous fees.

About the Author

Jay Young is a Las Vegas, Nevada attorney. His practice focuses on business law, business litigation, and acting as an Arbitrator and Mediator. Peers have named him an AV-Rated Lawyer, Best Lawyers, a Top 100 Super Lawyers in the Mountain States multiple years, and to the Legal Elite and Top Lawyers lists for many years. Mr. Young has been appointed a part time Judge, a Special Master to the Clark County, Nevada Business Court, as an arbitrator by the Nevada Supreme Court. He has been appointed as an arbitrator or mediator of well over 250 legal disputes from business disputes to personal injury matters. He has been named Best Lawyers for Arbitration. Mr. Young is a respected author of ten books, including A Litigator’s Guide to Federal Evidentiary Objections, A Litigator’s Guide to the Federal Rules of Evidence, and the Federal Court Civil Litigation Checklist.
Mr. Young can be reached at 702.667.4868 or at jay@h2law.com.