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2019 Nevada Revised Statutes
Chapter 78 - Private Corporations
GENERAL PROVISIONS
- NRS 78.010 - Definitions; construction.
- NRS 78.012 - Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations.
- NRS 78.015 - Applicability of chapter; effect on corporations existing before April 1, 1925.
- NRS 78.020 - Limitations on incorporation under chapter; compliance with other laws.
- NRS 78.025 - Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter.
- NRS 78.026 - Form required for filing of records.
- NRS 78.027 - Corporate records: Microfilming; imaging; return.
- NRS 78.028 - Filing of records written in language other than English.
- NRS 78.0285 - Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.
- NRS 78.029 - Procedure to submit replacement page to Secretary of State before actual filing of record.
- NRS 78.0295 - Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings.
- NRS 78.0296 - Ratification or validation of noncompliant corporate acts.
- NRS 78.0297 - Corporate records: Manner of storage; conversion of records into clear and legible paper form; admissibility in evidence of records.
- NRS 78.0298 - Records or signatures maintained by corporation.
- NRS 78.030 - Filing requirements; prohibition against establishment of corporation for certain illegal purposes.
- NRS 78.035 - Articles of incorporation: Required provisions.
- NRS 78.037 - Articles of incorporation: Optional provisions.
- NRS 78.039 - Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.
- NRS 78.040 - Name of corporation: Reservation; injunctive relief.
- NRS 78.045 - Articles of incorporation: Approval or certification required before filing of certain articles or amendments.
- NRS 78.046 - Authorization of forum selection provisions in articles or bylaws.
- NRS 78.047 - Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.
- NRS 78.050 - Commencement of corporate existence.
- NRS 78.055 - Acceptable evidence of incorporation.
- NRS 78.060 - General powers.
- NRS 78.065 - Adoption and use of corporate seal or stamp.
- NRS 78.070 - Specific powers.
- NRS 78.075 - Railroad companies: Powers.
- NRS 78.080 - Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.
- NRS 78.085 - Railroad companies: Filing and recording of certified maps and profiles.
- NRS 78.090 - Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation.
- NRS 78.097 - Resignation of registered agent or termination of registration of commercial registered agent.
- NRS 78.105 - Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties.
- NRS 78.107 - Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.
- NRS 78.115 - Board of directors: Number and qualifications.
- NRS 78.120 - Board of directors: General powers.
- NRS 78.125 - Committees of board of directors: Designation; powers; membership.
- NRS 78.130 - Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.
- NRS 78.135 - Authority of directors and representatives of corporation.
- NRS 78.138 - Directors and officers: Fiduciary duties; exercise of powers; performance of duties; presumptions and considerations; liability to corporation, stockholders and creditors.
- NRS 78.139 - Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.
- NRS 78.140 - Restrictions on transactions involving interested directors or officers; compensation of directors.
- NRS 78.150 - Filing requirements; fees; powers and duties of Secretary of State; regulations.
- NRS 78.152 - List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.
- NRS 78.153 - Additional filing requirements for certain corporations: Criteria; statement; fees.
- NRS 78.155 - Certificate of authorization to transact business.
- NRS 78.170 - Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.
- NRS 78.175 - Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.
- NRS 78.180 - Defaulting corporations: Conditions and procedure for reinstatement.
- NRS 78.185 - Defaulting corporations: Reinstatement or revival under old or new name; regulations.
- NRS 78.191 - “Distribution” defined.
- NRS 78.195 - Issuance of more than one class or series of stock; rights of stockholders.
- NRS 78.1955 - Establishment of matters regarding class or series of stock by certificate of designation.
- NRS 78.196 - Required and authorized classes or series of stock; shares called for redemption.
- NRS 78.197 - Rights of persons holding obligations of corporation.
- NRS 78.200 - Rights or options to purchase stock.
- NRS 78.205 - Fractions of shares: Issuance; alternatives to issuance.
- NRS 78.2055 - Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
- NRS 78.207 - Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
- NRS 78.209 - Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.
- NRS 78.211 - Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.
- NRS 78.215 - Issuance of shares for consideration or as share dividend.
- NRS 78.220 - Subscriptions for corporate shares: Payment; default; irrevocability.
- NRS 78.225 - Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement.
- NRS 78.230 - Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.
- NRS 78.235 - Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement.
- NRS 78.240 - Shares of stock are personal property; transfers.
- NRS 78.242 - Restrictions on transfer of stock and on amount of stock owned by person or group of persons.
- NRS 78.245 - Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exception.
- NRS 78.250 - Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply.
- NRS 78.257 - Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty.
- NRS 78.265 - Preemptive rights of stockholders in corporations organized before October 1, 1991.
- NRS 78.267 - Preemptive rights of stockholders in corporations organized on or after October 1, 1991.
- NRS 78.275 - Assessments on stock: Levy and collection; sale after default in payment.
- NRS 78.280 - Purchase by corporation of its own stock at assessment sale when no other available purchaser.
- NRS 78.283 - Treasury shares: Definition; limitations; retirement and disposal.
- NRS 78.288 - Distributions to stockholders.
- NRS 78.300 - Liability of directors for unlawful distributions.
- NRS 78.307 - “Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company.
- NRS 78.310 - Stockholders’ and directors’ meetings: Location; authority to call.
- NRS 78.315 - Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
- NRS 78.320 - Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
- NRS 78.325 - Actions at meetings not regularly called: Ratification and approval.
- NRS 78.330 - Directors: Election; terms; classification; voting power.
- NRS 78.335 - Directors: Removal; filling of vacancies.
- NRS 78.340 - Failure to hold election of directors on regular day does not dissolve corporation.
- NRS 78.345 - Election of directors by order of court upon failure of regular election.
- NRS 78.347 - Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.
- NRS 78.350 - Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.
- NRS 78.352 - Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.
- NRS 78.355 - Stockholders’ proxies.
- NRS 78.360 - Cumulative voting.
- NRS 78.365 - Voting trusts.
- NRS 78.370 - Notice to stockholders.
- NRS 78.375 - Waiver of notice or other communication.
- 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.
- NRS 78.380 - Amendment of articles before issuance of voting stock.
- NRS 78.385 - Scope of amendments.
- NRS 78.390 - Amendment of articles after issuance of stock: Procedure.
- NRS 78.403 - Restatement of articles.
- NRS 78.411 - Definitions.
- NRS 78.412 - “Affiliate” defined.
- NRS 78.413 - “Associate” defined.
- NRS 78.414 - “Beneficial owner” defined.
- NRS 78.416 - “Combination” defined.
- NRS 78.417 - “Common shares” defined.
- NRS 78.418 - “Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control.
- NRS 78.421 - “Date of announcement” defined.
- NRS 78.422 - “Date of consummation” defined.
- NRS 78.423 - “Interested stockholder” defined.
- NRS 78.424 - “Market value” defined.
- NRS 78.426 - “Preferred shares” defined.
- NRS 78.4265 - “Publicly traded corporation” defined.
- NRS 78.427 - “Resident domestic corporation” defined.
- NRS 78.428 - “Securities Exchange Act” defined.
- NRS 78.429 - “Share” defined.
- NRS 78.431 - “Subsidiary” defined.
- NRS 78.432 - “Voting shares” defined.
- NRS 78.433 - Applicability: Generally.
- NRS 78.434 - Applicability: Election not to be governed by provisions.
- NRS 78.436 - Applicability: Combination with inadvertent interested stockholder.
- NRS 78.437 - Applicability: Combination with interested stockholder as of certain date.
- NRS 78.438 - Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal.
- NRS 78.439 - Authorized combinations: General requirements.
- NRS 78.441 - Authorized combinations: Consideration to be received by disinterested holders of common shares.
- NRS 78.442 - Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares.
- NRS 78.443 - Authorized combinations: Required form and distribution of consideration.
- NRS 78.444 - Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder.
- NRS 78.565 - Sale, lease or exchange of assets: Authority; vote of stockholders.
- NRS 78.570 - Sale of property and franchise under decree of court.
- NRS 78.573 - Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.
- NRS 78.575 - Procedure for dissolution before payment of capital and beginning of business.
- NRS 78.580 - Procedure for dissolution after beginning of business.
- NRS 78.585 - Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.
- NRS 78.590 - Trustees of dissolved corporation: Powers of directors.
- NRS 78.597 - Liability of stockholders of dissolved corporation.
- NRS 78.600 - Trustees or receivers for dissolved corporations: Appointment; powers.
- NRS 78.605 - Jurisdiction of district court.
- NRS 78.610 - Duties of trustees or receivers; payment and distribution to creditors and stockholders.
- NRS 78.615 - Abatement of pending actions; substitution of dissolution trustees or receivers.
- NRS 78.620 - Dissolution or forfeiture of charter by decree of court; filing.
- NRS 78.622 - Reorganization under federal law: Powers of corporation.
- NRS 78.630 - Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.
- NRS 78.635 - Appointment of receiver or trustee of insolvent corporation: Powers.
- NRS 78.640 - Property and privileges of insolvent corporation vest in appointed receiver.
- NRS 78.645 - Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.
- NRS 78.650 - Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.
- NRS 78.655 - Reorganization of corporation by majority of stockholders during receivership.
- NRS 78.660 - Powers of district court.
- NRS 78.665 - Receiver to take possession of corporate assets upon court order.
- NRS 78.670 - Inventory, list of debts and reports by receiver.
- NRS 78.675 - Creditors’ proofs of claims; when participation barred; notice.
- NRS 78.680 - Creditors’ claims to be in writing under oath; examination of claimants.
- NRS 78.685 - Action on creditors’ claims; appeal of disallowed claims.
- NRS 78.695 - Substitution of receiver as party; abatement of actions.
- NRS 78.700 - Sales of encumbered or deteriorating property.
- NRS 78.705 - Compensation, costs and expenses of receiver.
- NRS 78.710 - Distribution of money to creditors and stockholders.
- NRS 78.715 - Acts of majority of receivers effectual; removal and vacancies.
- NRS 78.720 - Employees’ liens for wages when corporation insolvent.
- NRS 78.725 - Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.
- NRS 78.730 - Renewal or revival: Procedure; fee; certificate as evidence.
- NRS 78.740 - Renewal or revival: Status of corporation.
- NRS 78.745 - Action against stockholder for unpaid subscriptions; limitation of action.
- NRS 78.746 - Action against stockholder by judgment creditor; limitations.
- NRS 78.747 - Liability of another person for debt or liability of corporation.
- NRS 78.750 - Service of process on corporations.
- NRS 78.7502 - Discretionary indemnification of directors, officers, employees and agents: General provisions.
- NRS 78.751 - Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses.
- NRS 78.752 - Insurance and other financial arrangements against liability of directors, officers, employees and agents.
- NRS 78.755 - Duties: Collection of fees; employment of new technology to aid in performance.
- NRS 78.760 - Filing fees: Articles of incorporation.
- NRS 78.765 - Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal.
- NRS 78.767 - Filing fees: Certificates of restated articles of incorporation.
- NRS 78.780 - Filing fee: Certificate of dissolution.
- NRS 78.785 - Miscellaneous fees.
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