Nev. Rev. Stat. ch. 78 – Private Corporations | Midpage

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Nevada Revised Statutes

Chapter 78

Nev. Rev. Stat. ch. 78

Private Corporations

78.010Definitions; construction 78.012Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations 78.015Applicability of chapter; effect on corporations existing before April 1, 1925 78.020Limitations on incorporation under chapter; compliance with other laws 78.025Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter 78.026Form required for filing of records 78.027Corporate records: Microfilming; imaging; return 78.028Filing of records written in language other than English 78.0285Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology 78.029Procedure to submit replacement page to Secretary of State before actual filing of record 78.0295Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings 78.0296Ratification or validation of noncompliant corporate acts 78.0297Corporate records: Manner of storage; conversion of records into clear and legible paper form; admissibility in evidence of records 78.0298Records or signatures maintained by corporation 78.030Filing requirements; prohibition against establishment of corporation for certain illegal purposes 78.035Articles of incorporation: Required provisions 78.037Articles of incorporation: Optional provisions 78.039Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations 78.040Name of corporation: Reservation; injunctive relief 78.045Articles of incorporation: Approval or certification required before filing of certain articles or amendments 78.046Authorization of forum selection provisions in articles or bylaws; authorization for articles to waive trial by jury for certain internal actions 78.047Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations 78.050Commencement of corporate existence 78.055Acceptable evidence of incorporation 78.060General powers 78.065Adoption and use of corporate seal or stamp 78.070Specific powers 78.075Railroad companies: Powers 78.080Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies 78.085Railroad companies: Filing and recording of certified maps and profiles 78.090Registered 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 78.097Resignation of registered agent or termination of registration of commercial registered agent 78.105Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties 78.107Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records 78.115Board of directors: Number and qualifications 78.120Board of directors: General powers 78.125Committees of board of directors: Designation; powers; membership 78.130Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies 78.135Authority of directors and representatives of corporation 78.138Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors 78.139Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation 78.140Restrictions on transactions involving interested directors or officers; compensation of directors 78.150Filing requirements; fees; powers and duties of Secretary of State; regulations 78.152List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations 78.153Additional filing requirements for certain corporations: Criteria; statement; fees 78.155Certificate of authorization to transact business 78.170Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty 78.175Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets 78.180Defaulting corporations: Conditions and procedure for reinstatement 78.185Defaulting corporations: Reinstatement or revival under old or new name; regulations 78.191“Distribution” defined 78.195Issuance of more than one class or series of stock; rights of stockholders; protection of corporation and its stockholders 78.1955Establishment of matters regarding class or series of stock by certificate of designation 78.196Required and authorized classes or series of stock; shares called for redemption 78.197Rights of persons holding obligations of corporation 78.200Rights or options to purchase stock 78.205Fractions of shares: Issuance; alternatives to issuance 78.2055Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders 78.207Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders 78.209Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation 78.211Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future 78.215Issuance of shares for consideration or as share dividend 78.220Subscriptions for corporate shares: Payment; default; irrevocability 78.225Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement 78.230Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees 78.235Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement 78.240Shares of stock are personal property; transfers; rights and fiduciary duties of stockholder; presumption of compliance with fiduciary duty; liability of stockholder 78.242Restrictions on transfer of stock and on amount of stock owned by person or group of persons 78.245Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exceptions 78.250Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply 78.257Right of stockholders to inspect, copy and audit financial statements; conditions; exceptions; penalties; applicability 78.265Preemptive rights of stockholders in corporations organized before October 1, 1991 78.267Preemptive rights of stockholders in corporations organized on or after October 1, 1991 78.275Assessments on stock: Levy and collection; sale after default in payment 78.280Purchase by corporation of its own stock at assessment sale when no other available purchaser 78.283Treasury shares: Definition; limitations; retirement and disposal 78.288Distributions to stockholders 78.300Liability of directors for unlawful distributions 78.307“Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company 78.310Stockholders’ and directors’ meetings: Location; authority to call 78.315Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting; action on certain documents in final or preliminary form 78.320Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting 78.325Actions at meetings not regularly called: Ratification and approval 78.330Directors: Election; terms; classification; voting power 78.335Directors: Removal; filling of vacancies 78.340Failure to hold election of directors on regular day does not dissolve corporation 78.345Election of directors by order of court upon failure of regular election 78.347Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State 78.350Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting; protection of corporation and its stockholders 78.352Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock 78.355Stockholders’ proxies 78.360Cumulative voting 78.365Voting trusts 78.370Notice to stockholders 78.375Waiver of notice or other communication 78.378Applicability; imposition of stricter requirements; protection of corporation and its stockholders 78.3781Definitions 78.3782“Acquiring person” defined 78.3783“Acquisition” defined 78.3784“Control shares” defined 78.3785“Controlling interest” defined 78.3786“Fair value” defined 78.3787“Interested stockholder” defined 78.3788“Issuing corporation” defined 78.3789Delivery of offeror’s statement by acquiring person; contents of statement 78.379Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting 78.3791Approval of voting rights of acquiring person 78.3792Redemption of control shares 78.3793Rights of dissenting stockholders 78.380Amendment of articles before issuance of voting stock 78.385Scope of amendments 78.390Amendment of articles after issuance of stock: Procedure 78.403Restatement of articles 78.411Definitions 78.412“Affiliate” defined 78.413“Associate” defined 78.414“Beneficial owner” defined 78.416“Combination” defined 78.417“Common shares” defined 78.418“Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control 78.421“Date of announcement” defined 78.422“Date of consummation” defined 78.423“Interested stockholder” defined 78.424“Market value” defined 78.426“Preferred shares” defined 78.427“Resident domestic corporation” defined 78.429“Share” defined 78.431“Subsidiary” defined 78.433Applicability: Generally; protection of corporation and its stockholders 78.434Applicability: Election not to be governed by provisions 78.436Applicability: Combination with inadvertent interested stockholder 78.437Applicability: Combination with interested stockholder as of certain date 78.438Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal 78.439Authorized combinations: General requirements 78.441Authorized combinations: Consideration to be received by disinterested holders of common shares 78.442Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares 78.443Authorized combinations: Required form and distribution of consideration 78.444Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder 78.565Sale, lease or exchange of assets: Authority; vote of stockholders 78.570Sale of property and franchise under decree of court 78.573Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations 78.575Procedure for dissolution before payment of capital and beginning of business 78.580Procedure for dissolution after beginning of business 78.585Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation 78.590Trustees of dissolved corporation: Powers of directors 78.597Liability of stockholders of dissolved corporation 78.600Trustees or receivers for dissolved corporations: Appointment; powers 78.605Jurisdiction of district court 78.610Duties of trustees or receivers; payment and distribution to creditors and stockholders 78.615Abatement of pending actions; substitution of dissolution trustees or receivers 78.620Dissolution or forfeiture of charter by decree of court; filing 78.622Reorganization under federal law: Powers of corporation 78.630Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing 78.635Appointment of receiver or trustee of insolvent corporation: Powers 78.640Property and privileges of insolvent corporation vest in appointed receiver 78.645Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter 78.650Stockholders’ application for injunction and appointment of receiver when corporation mismanaged 78.655Reorganization of corporation by majority of stockholders during receivership 78.660Powers of district court 78.665Receiver to take possession of corporate assets upon court order 78.670Inventory, list of debts and reports by receiver 78.675Creditors’ proofs of claims; when participation barred; notice 78.680Creditors’ claims to be in writing under oath; examination of claimants 78.685Action on creditors’ claims; appeal of disallowed claims 78.695Substitution of receiver as party; abatement of actions 78.700Sales of encumbered or deteriorating property 78.705Compensation, costs and expenses of receiver 78.710Distribution of money to creditors and stockholders 78.715Acts of majority of receivers effectual; removal and vacancies 78.720Employees’ liens for wages when corporation insolvent 78.725Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter 78.730Renewal or revival: Procedure; fee; certificate as evidence 78.740Renewal or revival: Status of corporation 78.745Action against stockholder for unpaid subscriptions; limitation of action 78.746Action against stockholder by judgment creditor; limitations 78.747Liability of another person for debt or liability of corporation 78.750Service of process on corporations 78.7502Discretionary indemnification of directors, officers, employees and agents: General provisions 78.751Mandatory 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 78.752Insurance and other financial arrangements against liability of directors, officers, employees and agents 78.755Duties: Collection of fees; employment of new technology to aid in performance 78.760Filing fees: Articles of incorporation 78.765Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal 78.767Filing fees: Certificates of restated articles of incorporation 78.780Filing fee: Articles of dissolution 78.785Miscellaneous fees