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Nevada Chapter 78 — Private Corporations

186 sections hosted, reproduced from the official public-domain source.

  • NRS 78.010— Definitions; construction
  • NRS 78.012— Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations
  • 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 78.030— 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 78.046— Authorization of forum selection provisions in articles or bylaws; authorization for articles to waive trial by jury for certain internal actions
  • 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
  • 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
  • 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
  • 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: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors
  • 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
  • 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
  • NRS 78.191— “Distribution” defined
  • NRS 78.195— Issuance of more than one class or series of stock; rights of stockholders; protection of corporation and its stockholders
  • 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 78.207— 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; rights and fiduciary duties of stockholder; presumption of compliance with fiduciary duty; liability of stockholder
  • 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; exceptions
  • 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 statements; conditions; exceptions; penalties; applicability
  • 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 78.0285— Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology
  • NRS 78.288— Distributions to stockholders
  • 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 records into clear and legible paper form; admissibility in evidence of records
  • NRS 78.0298— Records or signatures maintained by corporation
  • 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
  • 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; action on certain documents in final or preliminary form
  • 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; protection of corporation and its stockholders
  • 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
  • NRS 78.378— Applicability; imposition of stricter requirements; protection of corporation and its stockholders
  • NRS 78.379— Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting
  • 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
  • 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 78.427— “Resident domestic corporation” defined
  • NRS 78.429— “Share” defined
  • NRS 78.431— “Subsidiary” defined
  • NRS 78.433— Applicability: Generally; protection of corporation and its stockholders
  • 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
  • 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
  • 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
  • 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
  • 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 another person for debt or liability of corporation
  • NRS 78.750— Service of process on corporations
  • NRS 78.751— Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses
  • NRS 78.752— Insurance and other financial arrangements against liability of directors, officers, employees and agents
  • 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: Articles of dissolution
  • NRS 78.785— Miscellaneous fees
  • NRS 78.1955— Establishment of matters regarding class or series of stock by certificate of designation
  • 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 78.3781— 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 78.3791— Approval of voting rights of acquiring person
  • NRS 78.3792— Redemption of control shares
  • NRS 78.3793— Rights of dissenting stockholders
  • NRS 78.7502— Discretionary indemnification of directors, officers, employees and agents: General provisions