All Roll Calls
Yes: 61 • No: 2
NevadaAB23983rd Regular Session (2025)House
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
10 provisions identified: 0 benefits, 0 costs, 10 mixed.
Deal triggers and dissent rights update
More transactions now count as a “Combination,” including issuing or transferring shares worth 5% or more of total voting share value, certain large asset deals, recapitalizations that raise an interested holder’s stake, and getting loans or benefits from the company. For stockholders who dissent from covered actions and demand payment, the law makes that fair‑value remedy the main path. After the effective date, dissenters generally cannot vote or get dividends, and they may challenge only if the company lacked the required vote or the action was caused by actual fraud.
Director and controller duty limits
Directors and officers must act in good faith, be informed, and act for the corporation’s interests. They may rely on reports they reasonably believe are reliable. A director or officer is not liable for damages unless that presumption is rebutted and the breach involved intentional misconduct, fraud, or a knowing law violation. Ordinary stockholders owe no fiduciary duties. A controlling stockholder must not use undue influence that causes directors or officers to breach their duties, and is presumed not to breach if a disinterested committee or the board approves.
Dissolving a Nevada business is simpler
The filing fee for articles of dissolution is $100. Revoked corporations and nonprofits can dissolve without extra penalties if they prove they did no Nevada business during the revoked period, or paid fees for any part they did. Dissolution filings must be signed and list the company name, who approved it, officers and directors with addresses, and the effective date and time. If dissolution is approved by written consent, the company must notify any stockholder whose consent was not asked within 10 days after it takes effect.
LLC record and delivery rules
LLCs must keep a current, alphabetical list of each member and manager, with full names and last known addresses, at the principal office or record custodian. If records are not available in Nevada, a member or manager can serve the registered agent, and the LLC must send copies within 10 business days. A foreign LLC registering in Nevada must list the name and address of each manager, or each member if it has no manager.
Rules for removing corporate partners
A limited partnership may expel a corporate limited partner or corporate general partner that files dissolution papers and has its charter revoked or right to do business suspended, if it is not reversed within 90 days after notice. This sets a clear 90‑day window for reinstatement before expulsion.
Serving lawsuits after conversion
When a Nevada entity converts to a foreign entity, the new foreign entity is treated as appointing the Nevada Secretary of State to receive legal papers to enforce obligations. Service must be made in person with duplicate copies and a $100 fee. The Secretary of State mails a copy by registered or certified mail to the address on file.
Board power to change share counts
Boards may change authorized and issued shares by resolution without a stockholder vote, except where the law still requires a vote. If a change would harm another class’s rights, that class must also approve unless the articles deny that vote. An amendment is void if it would cut authorized shares below shares already issued and outstanding. For pro rata share issuances, if the board does not set a record date, the record date is when the board authorizes the issuance.
Corporate meetings, notices, and lawsuits
Documents attached to a notice count as part of the notice for deciding if notice was properly given. Boards can act by unanimous written consent and hold meetings with remote participation if identity is verified and all can participate at the same time; remote attendance counts as being present. A corporation’s governing documents may require internal cases to be filed in named courts that include at least one Nevada court and may require bench trials. Boards are no longer required to cancel a meeting or pull a deal from a vote just because they deem it inadvisable.
Reverse splits and fractional share rights
For a reverse stock split without reducing authorized shares, the board must approve it and the affected class must vote: public companies need the affected class’s vote; non‑public companies need a majority of that class unless the articles require more. If a group holding at least 10% would get only cash or scrip instead of fractional shares, that class must also approve. Any holder or group with at least 1% who is forced to take cash or scrip for a fractional share may dissent and demand fair value under Nevada law.
When voting agreements bind buyers
A voting agreement binds a share buyer only if the buyer signs it, or the agreement says it binds transferees and the buyer knew before purchase or it is clearly noted on the certificate or in the required statement. Agreements made before October 1, 2021 cannot last more than 15 years, but they may be extended within two years before they expire.
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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