2020 Nevada Revised Statutes
Chapter 78A - Close Corporations
NRS 78A.040 - Notice required on share certificates; effect of notice and restrictions on transfer of shares; shareholders to be provided with copies of provisions restricting rights.

1. The following statement must appear conspicuously on each share certificate issued by a close corporation:

The rights of stockholders in a close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation, bylaws, shareholders’ agreements and other records, any of which may restrict transfers of stock and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.

2. A person claiming an interest in the shares of a close corporation that has complied with the requirement of subsection 1 is bound by the records referred to in the notice. A person claiming an interest in the shares of a close corporation that has not complied with the requirement of subsection 1 is bound by any record that he or she or a person through whom he or she claims has knowledge or notice.

3. A close corporation shall provide to any shareholder upon his or her written request and without charge, copies of the provisions that restrict transfer or affect voting or other rights of shareholders appearing in the articles of incorporation, bylaws, shareholders’ agreements or voting trust agreements filed with the corporations.

4. Except as otherwise provided in subsection 5, the close corporation may refuse to register the transfer of stock into the name of a person to whom the stock of a close corporation has been transferred if the person has, or is presumed to have, notice that the transfer of the stock is in violation of a restriction on the transfer of stock. If the close corporation refuses to register the transfer of stock into the name of the transferee, the close corporation must notify the transferee of its refusal and state the reasons therefor.

5. Subsection 4 does not apply if:

(a) The transfer of stock, even if contrary to the restrictions on transfer of stock, has been consented to by all the stockholders of the close corporation; or

(b) The close corporation has amended its articles of incorporation in accordance with NRS 78A.180.

6. The provisions of this section do not impair any rights of a transferee to:

(a) Rescind the transaction by which the transferee acquired the stock; or

(b) Recover under any applicable warranty.

7. As used in this section, "transfer" is not limited to a transfer for value.

(Added to NRS by 1989, 941; A 2003, 3109; 2015, 3234)