US Laws, Codes, Statutes & Cases

Title 7 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES

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 78.421              “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 fee: Certificate of 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 “common-interest community,” “community association,” “master association,” “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; 2005, 2623)

      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, amend or repeal 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; 2005, 2176)

      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 in this State; 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.