All Roll Calls
Yes: 61 • No: 2
NevadaAB23983rd Regular Session (2025)HouseWALLET
AN ACT relating to business entities; revising provisions relating to notice or other communications by business entities; making a conforming change relating to fiduciary duties owed by directors and officers of a corporation; revising provisions governing voting relating to the approval of a reverse stock split of a corporation; removing certain provisions governing the issuance of shares of a corporation; making changes to certain approvals by a board of directors; clarifying provisions relating to voting agreements by stockholders; revising provisions governing the amendment of articles of incorporation after issuance of stock; revising certain terms relating to business entities; revising provisions relating to the last known address of members and managers of a limited-liability company and the dissolution of a limited-liability company; establishing a process by which a corporation may reorganize through the formation of a holding corporation; revising provisions relating to the approval of a plan of merger, conversion or exchange of a domestic corporation and the conversion of a domestic entity into a foreign entity; revising provisions governing the right of a stockholder to dissent from certain corporate actions; making various other changes relating to business entities; and providing other matters properly relating thereto.
Sponsored By: Joe Dalia (Democratic)
Signed by Governor
BDR 7-669
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Bill Overview
Analyzed Economic Effects
8 provisions identified: 0 benefits, 1 costs, 7 mixed.
Faster mergers and holding company moves
Boards must adopt merger, conversion, or exchange plans and recommend them unless they explain a conflict or special reason. Some mergers can skip a shareholder vote if ownership thresholds and notice rules are met; shares bought from the company or insiders within six months do not count, and stockholders get at least 30 days’ notice. A company can reorganize into a holding company without a shareholder vote if strict safeguards are met, shares convert into comparable holding‑company shares, governance stays nearly the same for two years, and the board finds no U.S. federal tax gain or loss is expected for stockholders.
New rules for corporate governance and suits
Companies can require internal corporate cases be filed in named courts that include at least one Nevada court, and may require judge‑only trials for those internal cases. The law defines directors’ and officers’ duties, gives them a presumption of good‑faith business judgment, and limits personal liability to intentional misconduct, fraud, or knowing law violations. It narrows the duty of controlling stockholders, barring undue influence that causes fiduciary breaches, with a safe harbor for deals approved by disinterested directors. Boards may meet and vote electronically, and unanimous written consents are allowed under set rules. This section does not create a new private right to sue by itself.
Shareholder voting, splits, and rights
Boards can run reverse stock splits and, in many cases, change authorized and outstanding shares, but class votes are required when cash or scrip paid to holders aggregates 10% or more, or when other classes are harmed. Amendments to articles follow set voting rules and cannot reduce authorized shares below what is already issued. Stockholders can use voting trusts for up to 15 years and make written voting agreements that bind later buyers only with consent or clear notice. The law clarifies when a deal counts as a combination with an interested stockholder. Dissenters keep appraisal rights, including for some fractional‑share cashouts when thresholds are met.
Foreign conversion: $100 service-of-process fee
When a Nevada entity converts into a foreign entity, it appoints the Nevada Secretary of State to accept legal papers to enforce obligations. Service requires duplicate copies and a $100 payment to the Secretary of State. The Secretary then mails a copy by registered or certified mail to the foreign entity at its address on file.
Clear rules when partners leave
The law lists when a partner in a partnership or limited partnership dissociates or withdraws. Triggers include withdrawal by notice, expulsion under the agreement or by unanimous consent, court‑ordered expulsion for wrongful acts, bankruptcy, death or incapacity, and certain corporate dissolution filings with a 90‑day revocation window. It also details when a general partner’s status ends without written consent from all partners, including insolvency events, appointment of a receiver, and entity terminations.
Dissolving companies: fees and filings
Filing corporate articles of dissolution costs a flat $100. The Secretary of State can let revoked corporations and nonprofits dissolve without extra penalties if they show no business during the revoked period, or that they paid what was due for the time they did business. If dissolution is approved by written consent, the company must notify stockholders not solicited for consent within 10 days. Articles of dissolution must be signed by an officer, list officers and all directors, and take effect when filed or up to 90 days later.
Electronic notices for shareholders and members
The law lets companies send required notices by electronic transmission if you consent. Each message must show when it was sent. You can revoke consent in writing or electronically. Consent is also revoked if you miss two notices in a row and the secretary or transfer agent learns of it. Non‑printable formats are allowed only if the message is retrievable and both sides agree in writing.
LLC records, addresses, and dissolutions
An LLC must keep a current list of each member’s and manager’s full name and last known address. If records are not kept in Nevada, a member or manager can demand them through the registered agent, and the LLC must send copies within 10 business days. Articles or a unanimous operating agreement may limit inspection rights. A manager‑managed LLC that never started business and issued no interests can dissolve if two‑thirds of organizers or managers agree. Dissolution papers must name the LLC, state the trigger, list an effective time at filing or within 90 days, and be signed by the right person. Foreign LLCs registering in Nevada must list the name and address of each manager, or of each member if there is no manager, and include standard formation details.
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Sponsors & Cosponsors
Sponsor
Joe Dalia
Democratic • House
Cosponsors
There are no cosponsors for this bill.
Roll Call Votes
Senate vote • 5/21/2025
Final Passage - Senate (1st Reprint)
Yes: 21 • No: 0
House vote • 4/22/2025
Final Passage - Assembly (1st Reprint)
Yes: 40 • No: 2
Actions Timeline
Chapter 142.
5/30/2025legislatureApproved by the Governor.
5/30/2025legislatureEnrolled and delivered to Governor.
5/27/2025legislatureIn Assembly. To enrollment.
5/22/2025HouseRead third time. Passed. Title approved. (Yeas: 21, Nays: None.) To Assembly.
5/21/2025SenateTaken from General File. Placed on General File for next legislative day.
5/20/2025SenateRead second time.
5/19/2025SenateFrom committee: Do pass.
5/16/2025SenateRead first time. Referred to Committee on Judiciary. To committee.
4/29/2025SenateIn Senate.
4/28/2025SenateTo Senate.
4/25/2025HouseFrom printer. To engrossment. Engrossed. First reprint.
4/25/2025HouseTo printer.
4/22/2025HouseRead third time. Passed, as amended. Title approved, as amended. (Yeas: 40, Nays: 2.)
4/22/2025HouseDispensed with reprinting.
4/21/2025HouseRead second time. Amended. (Amend. No. 289.)
4/21/2025HousePlaced on Second Reading File.
4/21/2025HouseFrom committee: Amend, and do pass as amended.
4/21/2025HouseFrom printer. To committee.
2/18/2025HouseRead first time. Referred to Committee on Judiciary. To printer.
2/17/2025House
Bill Text
As Enrolled
As Introduced
Reprint 1
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