There is a newer version of the Nevada Revised Statutes
2010 Nevada Code
TITLE 7 BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter 78 Private Corporations
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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 the Secretary of State; cancellation of filings.
- 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 78.047 Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.
- NRS 78.050 Commencement of corporate existence.
- NRS 78.055 Acceptable evidence of incorporation. POWERS
- NRS 78.060 General powers.
- NRS 78.065 Adoption and use of corporate seal or stamp.
- NRS 78.070 Specific powers.
- NRS 78.075 Railroad companies: Powers.
- NRS 78.080 Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.
- NRS 78.085 Railroad companies: Filing and recording of certified maps and profiles. REGISTERED OFFICE AND REGISTERED AGENT
- NRS 78.090 Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon registered agent in lieu of corporation.
- NRS 78.097 Resignation of registered agent or termination of commercial registered agent.
- 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. DIRECTORS AND OFFICERS
- NRS 78.115 Board of directors: Number and qualifications.
- NRS 78.120 Board of directors: General powers.
- NRS 78.125 Committees of board of directors: Designation; powers; membership.
- NRS 78.130 Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.
- NRS 78.135 Authority of directors and representatives of corporation.
- NRS 78.138 Directors and officers: Exercise of powers; performance of duties; presumptions and considerations; liability to corporation and stockholders.
- NRS 78.139 Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.
- NRS 78.140 Restrictions on transactions involving interested directors or officers; compensation of directors. ANNUAL LIST AND OTHER REQUIREMENTS; DEFAULTING CORPORATIONS
- NRS 78.150 Filing requirements; fees; powers and duties of Secretary of State.
- NRS 78.152 List or statement to be maintained at registered office or principal place of business; 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 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; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.
- NRS 78.350 Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.
- NRS 78.352 Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.
- NRS 78.355 Stockholders' proxies.
- NRS 78.360 Cumulative voting.
- NRS 78.365 Voting trusts.
- NRS 78.370 Notice to stockholders.
- NRS 78.375 Waiver of notice. 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 78.746 Action against stockholder by judgment creditor; limitations.
- NRS 78.747 Liability of stockholder, director or officer for debt or liability of corporation.
- NRS 78.750 Service of process on corporations.
- NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
- NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; 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 registered agent for corporation, limited-liability company or limited partnership.
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