2010 Nevada Code
TITLE 7 BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter 78 Private Corporations
NRS 78.403 Restatement of articles.

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 the officer 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 information required pursuant to NRS 77.310.

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.

5. 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 more than 90 days after the certificate is filed.

(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; 2005, 2186; 2007, 2648)

COMBINATIONS WITH INTERESTED STOCKHOLDERS