Nev. Rev. Stat. ch. 92A – Mergers, Conversions, Exchanges and Domestications | Midpage

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Nevada Revised Statutes

Chapter 92A

Nev. Rev. Stat. ch. 92A

Mergers, Conversions, Exchanges and Domestications

92A.005Definitions 92A.007“Approval” and “vote” defined 92A.0075“Articles,” “articles of incorporation” and “certificate of incorporation” defined 92A.008“Business trust” defined 92A.009“Charter document” defined 92A.010“Constituent document” defined 92A.015“Constituent entity” defined 92A.020“Domestic” defined 92A.022“Domestic business trust” defined 92A.025“Domestic corporation” defined 92A.027“Domestic general partnership” defined 92A.030“Domestic limited-liability company” defined 92A.035“Domestic limited partnership” defined 92A.040“Domestic nonprofit corporation” defined 92A.045“Entity” defined 92A.050“Exchange” defined 92A.055“Foreign” defined 92A.060“Limited partner” defined 92A.070“Member” defined 92A.073“Nonprofit cooperative corporation” defined 92A.075“Owner” defined 92A.080“Owner’s interest” defined 92A.083“Principal office” defined 92A.090“Resulting entity” defined 92A.092“Senior executive” defined 92A.098Notice and other communications 92A.100Authority for merger; approval, contents and form of plan of merger 92A.105Authority for conversion; approval, form and contents of plan of conversion 92A.110Authority for exchange; approval, contents and form of plan of exchange 92A.120Approval of plan of merger, conversion or exchange for domestic corporation 92A.130Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required 92A.133Circumstances under which submission to, and vote of, stockholders of domestic corporation not required to authorize merger in which domestic corporation is constituent entity 92A.134Circumstances under which submission to, and vote of, stockholders of constituent corporation not required to authorize restructuring merger 92A.135Approval of plan of conversion for domestic general partnership 92A.140Approval of plan of merger, conversion or exchange for domestic limited partnership 92A.150Approval of plan of merger, conversion or exchange for domestic limited-liability company 92A.160Approval of plan of merger or exchange for domestic nonprofit corporation 92A.162Approval of plan of merger, conversion or exchange for nonprofit cooperative corporation 92A.165Approval of plan of merger, conversion or exchange for domestic business trust 92A.170Abandonment of planned merger, conversion or exchange before filing of articles 92A.175Termination of planned merger, conversion or exchange after filing of articles 92A.180Merger of subsidiary into parent or parent into subsidiary 92A.190Merger or exchange with foreign entity 92A.195Conversion of foreign or domestic entity or foreign or domestic general partnership 92A.200Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts 92A.205Filing requirements for conversions 92A.207Form required for filing of records 92A.210Filing fees 92A.220Duty when entire plan of merger, conversion or exchange is not set forth in articles 92A.230Signing of articles of merger, conversion or exchange 92A.240Effective date and time of merger, conversion or exchange; articles of termination 92A.250Effect of merger, conversion or exchange 92A.260Liability of owner after merger, conversion or exchange 92A.270Domestication of undomesticated organization 92A.280Cancellation of filings 92A.300Definitions 92A.303“Advance notice statement” defined 92A.305“Beneficial stockholder” defined 92A.310“Corporate action” defined 92A.315“Dissenter” defined 92A.320“Fair value” defined 92A.323“Statement of intent” defined 92A.325“Stockholder” defined 92A.330“Stockholder of record” defined 92A.335“Subject corporation” defined 92A.340Computation of interest 92A.350Rights of dissenting partner of domestic limited partnership 92A.360Rights of dissenting member of domestic limited-liability company 92A.370Rights of dissenting member of domestic nonprofit corporation 92A.380Right of stockholder to dissent from certain corporate actions and to obtain payment for shares 92A.390Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger; shares of stock not issued and outstanding on date of first announcement of proposed action 92A.400Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder 92A.410Notification of stockholders regarding right of dissent 92A.420Prerequisites to demand for payment for shares 92A.430Dissenter’s notice: Delivery to stockholders entitled to assert rights; contents 92A.440Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process 92A.450Uncertificated shares: Authority to restrict transfer after demand for payment 92A.460Payment for shares: General requirements 92A.470Withholding payment for shares acquired on or after date of dissenter’s notice: General requirements 92A.480Dissenter’s estimate of fair value: Notification of subject corporation; demand for payment of estimate 92A.490Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter 92A.500Assessment of costs and fees in certain legal proceedings