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
14 provisions identified: 1 benefits, 0 costs, 13 mixed.
Broader rules for insider deals
The law expands what counts as a “Combination” with an interested stockholder. It now covers mergers, big asset sales, issuances or transfers equal to 5% or more of voting shares, reclassifications that raise an insider’s stake, certain liquidation plans, and nonproportionate financial aid or tax breaks. These thresholds help decide how related-party deals are reviewed and restricted.
Directors’ duties and controller limits
The law sets clear standards for directors and officers. They must act in good faith, be informed, and may rely on experts. They are not personally liable unless they acted intentionally, committed fraud, or knowingly broke the law. Shareholders generally do not owe fiduciary duties. A controlling shareholder must not pressure directors or officers to breach their duties in a deal where the controller has a material stake; approval by disinterested directors can protect the controller.
Dissenting shareholders’ rights clarified
If you dissent in certain mergers, conversions, exchanges, and other listed actions, you can get fair value for your shares. After the action’s effective date, you cannot vote or receive new dividends on those shares, except dividends payable before that date. If you are paid through dissent, you generally cannot also challenge the action, unless the company lacked the required approval or the action was the proximate result of actual fraud.
Faster mergers with guardrails
Boards must adopt merger, conversion, or exchange plans, recommend them unless a conflict makes that improper, and submit them to stockholders when a vote is required. Stockholders get notice and a copy or summary of the plan, and default approval is a majority of voting power (by class for exchanges). Companies may use written consent unless the articles or bylaws forbid it, and plans can be amended before filing if changes do not harm stockholders. Some mergers can close without a stockholder vote if the plan allows it and an ownership threshold is met, with rules on public trading, equal consideration, notice, and excluding certain recently acquired shares. Key terms for these rules are defined, and this process cannot be used to get around other Nevada protections.
Holding company merger without stockholder vote
The law lets a corporation reorganize into a new holding company without a stockholder vote, if the merger plan says so and strict rules are met. Only the corporation and its merger subsidiary can be parties. Each share becomes an equal share or equal fraction in the holding company. The holding company’s charter and bylaws must match the old rules, except for required or allowed changes. The old corporation becomes a wholly owned subsidiary and the same directors and officers take office. For at least 2 years, the documents must keep set protections and higher approval thresholds for major actions.
E-notices and remote board votes
Companies can send required notices by email or other electronic means if the recipient consents. The notice counts when it reaches the recipient’s system, and consent can be revoked or is deemed revoked if delivery fails twice. Boards can meet and vote by phone or video if the company verifies identity and gives a real chance to participate. Written consents are allowed, with special abstention rules for interested or litigating directors.
Cross-border conversions and service fees
A foreign entity can convert into a Nevada entity, and a Nevada entity can convert into a foreign one, if the foreign law allows it and Nevada rules are met. Anyone who will own the new entity and be personally liable for its debts must also approve the plan. When a Nevada entity becomes a foreign entity, it appoints the Nevada Secretary of State to receive legal papers. Serving the Secretary of State requires duplicate copies and a $100 fee; the Secretary mails a copy to the entity.
Clearer rules for general partner exits
The law clarifies when someone stops serving as a general partner in a limited partnership. It covers written withdrawal, events in the partnership agreement, removal or unanimous expulsion, and court-ordered expulsion for wrongful conduct. Bankruptcy, assignment for creditors, or a trustee or receiver not dismissed within 120 days also ends the role. A corporate general partner that dissolves or loses its charter and does not reinstate within 90 days also ceases to serve. Death or incapacity, a trust or estate giving away its full interest, or a separate partnership general partner winding up also end service. These rules apply unless all partners consent in writing or the agreement sets different timing.
Easier dissolutions and fixed fees
The state charges a $100 fee to file corporate articles of dissolution. The Secretary of State can waive extra fees and penalties for dissolved corporations and nonprofits with revoked charters if they show they did not do business during the revoked period or paid for any time they did. If a corporation dissolves by written consent, it must notify any shareholder whose consent was not solicited within 10 days after the effective date. Articles of dissolution must list the company’s name, who approved dissolution, officers and directors, and the effective date and time. Dissolution takes effect on filing or within 90 days as stated.
LLC records, filings, and dissolution
LLCs must keep a current list of members and managers with last known addresses and allow members or managers to inspect records for a stated, related purpose. If records are not in Nevada, a written demand to the registered agent requires the company to send them within 10 business days. A manager‑managed LLC that never started business and issued no interests can be dissolved by two‑thirds of organizers or managers. Articles of dissolution must be signed by the right person and take effect on filing or within 90 days; if no time is listed for a later date, it is 12:01 a.m. Pacific that day. Foreign LLCs must register before doing business in Nevada, file required information, appoint the Secretary of State for service if the registered agent is unavailable, and cannot register for illegal or fraudulent purposes.
When partners can be forced out
The law lists when a partner is dissociated, such as withdrawal by notice, events in the agreement, unanimous expulsion for stated reasons, court‑ordered expulsion for wrongful conduct, bankruptcy events, death, distribution of a trust or estate’s entire interest, or termination of an entity partner. A limited partner generally cannot withdraw before the partnership ends. Limited partners can still be removed for causes in the agreement, by unanimous consent for specific reasons, by court order, or by listed events like a corporate limited partner filing articles of dissolution and not reinstating within 90 days.
Companies set court and no jury
A corporation can require certain internal cases to be filed only in specified courts, including at least one Nevada court. It can also require those Nevada cases to be tried by a judge, not a jury. These rules must not conflict with federal law and do not create new claims by themselves.
Reverse splits and share count changes
A company can do a reverse stock split if the board approves and the required stockholders of the affected class vote, with special rules for public and private companies. The board can also change authorized shares by resolution in many cases, but some cash-only, fractional-share outcomes need class approval. Holders who together own 1% or more and must accept cash or scrip can demand fair value. Amendments to articles follow set voting steps and timelines and cannot cut authorized shares below the number already issued.
Share issuance and voting agreements
A company can issue authorized shares for the price set in its articles or by the board. Unless articles say otherwise, shares can be issued pro rata or even without payment, with limits on issuing one class for another. Shareholders can use voting trusts for up to 15 years and make voting agreements, including ones tied to outside facts. These agreements bind new owners only if they agree, knew, or the agreement is clearly noted on the certificate or required statement.
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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