# Nevada AB239: 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. Nevada AB239, 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., is a 83rd Regular Session (2025) House bill sponsored by Joe Dalia (Democratic); status signed, last action 2025-05-30 (Chapter 142.) (as of 2026-11-01). - Canonical: https://policyrisk.com/state-bill/NV-AB239-83rd2025 - As of: 2026-11-01 - Plain-text twin of the page above; the HTML and this file carry the same facts. ## Facts - Bill: Nevada AB239 - State: Nevada - Session: 83rd Regular Session (2025) - Title: 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. - Status: signed - Chamber: House - Introduced: 2025-02-17 - Last action: 2025-05-30, Chapter 142. - Sponsor: Joe Dalia (Democratic) - Cosponsors: 0 - Subjects: BDR 7-669 - Touches household money: no - Roll calls: 2 (61 yes, 2 no in all) - Economic provisions PRIA read: 10 ## Summary No summary available. ## Bill overview: provisions PRIA read - Deal triggers and dissent rights update: mixed, medium. 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 f… - Director and controller duty limits: mixed, medium. 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, fra… - Dissolving a Nevada business is simpler: mixed, low. 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 app… - LLC record and delivery rules: mixed, low. 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… - Rules for removing corporate partners: mixed, low. 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: mixed, low. 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… - Board power to change share counts: mixed, low. 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… - Corporate meetings, notices, and lawsuits: mixed, low. 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.… - Reverse splits and fractional share rights: mixed, low. 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 o… - When voting agreements bind buyers: mixed, low. 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 ma… ## Sponsors and cosponsors - Sponsor: Joe Dalia (Democratic), House ## Roll call votes | Date | Chamber | Motion | Result | Yes | No | Other | | --- | --- | --- | --- | --- | --- | --- | | 2025-05-21 | Senate | Final Passage - Senate (1st Reprint) | pass | 21 | 0 | | | 2025-04-22 | House | Final Passage - Assembly (1st Reprint) | pass | 40 | 2 | | ## Actions (20) - 2025-05-30: Chapter 142. (legislature) - 2025-05-30: Approved by the Governor. (legislature) - 2025-05-27: Enrolled and delivered to Governor. (legislature) - 2025-05-22: In Assembly. To enrollment. (House) - 2025-05-21: Read third time. Passed. Title approved. (Yeas: 21, Nays: None.) To Assembly. (Senate) - 2025-05-20: Taken from General File. Placed on General File for next legislative day. (Senate) - 2025-05-19: Read second time. (Senate) - 2025-05-16: From committee: Do pass. (Senate) - 2025-04-29: Read first time. Referred to Committee on Judiciary. To committee. (Senate) - 2025-04-28: In Senate. (Senate) - 2025-04-25: To Senate. (House) - 2025-04-25: From printer. To engrossment. Engrossed. First reprint. (House) - 2025-04-22: To printer. (House) - 2025-04-22: Read third time. Passed, as amended. Title approved, as amended. (Yeas: 40, Nays: 2.) (House) - 2025-04-21: Dispensed with reprinting. (House) - 2025-04-21: Read second time. Amended. (Amend. No. 289.) (House) - 2025-04-21: Placed on Second Reading File. (House) - 2025-04-21: From committee: Amend, and do pass as amended. (House) - 2025-02-18: From printer. To committee. (House) - 2025-02-17: Read first time. Referred to Committee on Judiciary. To printer. (House) ## Bill text - As Enrolled: [PDF](https://www.leg.state.nv.us/Session/83rd2025/Bills/AB/AB239_EN.pdf) - As Introduced: [PDF](https://www.leg.state.nv.us/Session/83rd2025/Bills/AB/AB239.pdf) - Reprint 1: [PDF](https://www.leg.state.nv.us/Session/83rd2025/Bills/AB/AB239_R1.pdf) ## Related bills - AB188: AN ACT relating to the Public Employees' Benefits Program; requiring the Board of the Public Employees' Benefits Program to report certain information relating… (vetoed) - SB217: AN ACT relating to health care; prohibiting a governmental entity from substantially burdening certain activity relating to assisted reproduction under certain… (vetoed) - AB499: AN ACT relating to elections; requiring, with certain exceptions, a registered voter show photo identification to vote in person; requiring the Department of M… (vetoed) - AB397: AN ACT relating to higher education; revising provisions governing certain waivers of fees provided by the Board of Regents of the University of Nevada; revisi… (vetoed) - AB259: AN ACT relating to health care; prohibiting certain actions related to pricing and reimbursement for certain drugs; creating a cause of action for violating su… (vetoed) - AB234: AN ACT relating to Medicaid; requiring Medicaid to provide coverage for screening for certain forms of cancer; and providing other matters properly relating th… (signed) ## Sources - [As Enrolled (PDF)](https://www.leg.state.nv.us/Session/83rd2025/Bills/AB/AB239_EN.pdf) - [As Introduced (PDF)](https://www.leg.state.nv.us/Session/83rd2025/Bills/AB/AB239.pdf) - [Reprint 1 (PDF)](https://www.leg.state.nv.us/Session/83rd2025/Bills/AB/AB239_R1.pdf) ## Related - [AB188: AN ACT relating to the Public Employees' Benefits Program; requiring the Board…](https://policyrisk.com/state-bill/NV-AB188-83rd2025) - [SB217: AN ACT relating to health care; prohibiting a governmental entity from substant…](https://policyrisk.com/state-bill/NV-SB217-83rd2025) - [AB499: AN ACT relating to elections; requiring, with certain exceptions, a registered…](https://policyrisk.com/state-bill/NV-AB499-83rd2025) - [AB397: AN ACT relating to higher education; revising provisions governing certain waiv…](https://policyrisk.com/state-bill/NV-AB397-83rd2025) - [AB259: AN ACT relating to health care; prohibiting certain actions related to pricing…](https://policyrisk.com/state-bill/NV-AB259-83rd2025) - [AB234: AN ACT relating to Medicaid; requiring Medicaid to provide coverage for screeni…](https://policyrisk.com/state-bill/NV-AB234-83rd2025) - [Nevada bills](https://policyrisk.com/states/nevada/bills) - [Nevada state hub](https://policyrisk.com/states/nevada) - [All state legislation](https://policyrisk.com/state-bills) Source: PRIA, https://policyrisk.com/state-bill/NV-AB239-83rd2025 (as of 2026-11-01).