Title 7

NRS 78.3789 Delivery of offeror’s statement by acquiring person; contents of statement. An acquiring person who has made or offered to make an acquisition of a controlling interest in an issuing corporation may deliver an offeror’s statement to the registered office of the corpor…

NRS 78.379 Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting. 1. An acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution …

NRS 78.3791 Approval of voting rights of acquiring person. Except as otherwise provided by the articles of incorporation of the issuing corporation, a resolution of the stockholders granting voting rights to the control shares acquired by an acquiring person must be approved by: …

NRS 78.3792 Redemption of control shares. 1. If so provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, the issuing corporation may call for redempt…

NRS 78.3793 Rights of dissenting stockholders. Unless otherwise provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, if the control shares are accor…

NRS 78.380 Amendment of articles before issuance of voting stock. 1. At least two-thirds of the incorporators or of the board of directors of any corporation, if no voting stock of the corporation has been issued, may amend the articles of incorporation of the corporation by sign…

NRS 78.385 Scope of amendments. 1. Any corporation may amend its articles of incorporation in any of the following respects: (a) By addition to its corporate powers and purposes, or diminution thereof, or both. (b) By substitution of other powers and purposes, in whole or in part…

NRS 78.390 Amendment of articles after issuance of stock: Procedure. 1. Except as otherwise provided in subsection 8 or in NRS 77.340 or 78.209 or chapter 92A of NRS, every amendment to the articles of incorporation must be made and approved in the following manner: (a) The board…

NRS 78.403 Restatement of articles. 1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with the Secretary of State a certificate in the manner provided in this section. If the certifica…

NRS 78.411 Definitions. As used in NRS 78.411 to 78.444, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.412 to 78.431, inclusive, have the meanings ascribed to them in those sections. (Added to NRS by 1991, 1200; A 2011, 2782; 2021, 1511)

NRS 78.412 “Affiliate” defined. “Affiliate” means a person that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with, a specified person. (Added to NRS by 1991, 1200)

NRS 78.413 “Associate” defined. “Associate,” when used to indicate a relationship with any person, means: 1. Any corporation or organization of which that person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of vot…

NRS 78.414 “Beneficial owner” defined. “Beneficial owner,” when used with respect to any shares, means a person that: 1. Individually or with or through any of its affiliates or associates, possesses: (a) Voting power over the shares, including, without limitation, the power to v…

NRS 78.416 “Combination” defined. “Combination,” when used in reference to any resident domestic corporation and any interested stockholder of the resident domestic corporation, means any of the following: 1. Any merger or consolidation of the resident domestic corporation or any…

NRS 78.417 “Common shares” defined. “Common shares” means any shares other than preferred shares. (Added to NRS by 1991, 1202)

NRS 78.418 “Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control. 1. Except as otherwise provided in subsection 2: (a) “Control,” used alone or in the terms “controlling,” “controlled by” and “under common control with,” means t…

NRS 78.421 “Date of announcement” defined. “Date of announcement,” when used in reference to any combination, means the date of the first public announcement of the final, definitive proposal for the combination. (Added to NRS by 1991, 1202)

NRS 78.422 “Date of consummation” defined. “Date of consummation,” with respect to any combination, means the date of the consummation of the combination or, in the case of a combination as to which a vote of stockholders is taken, the later of: 1. The business day before the vot…

NRS 78.423 “Interested stockholder” defined. 1. “Interested stockholder,” when used in reference to any resident domestic corporation, means any person, other than the resident domestic corporation or any subsidiary of the resident domestic corporation, who is: (a) The beneficial…

NRS 78.424 “Market value” defined. “Market value,” when used in reference to the shares or property of any resident domestic corporation, means: 1. In the case of shares, the highest closing sale price of a share during the 30 calendar days immediately preceding the date in quest…

NRS 78.426 “Preferred shares” defined. “Preferred shares” means any class or series of shares of a resident domestic corporation that under the articles of incorporation of the resident domestic corporation: 1. Is entitled to receive payment of dividends before any payment of div…

NRS 78.427 “Resident domestic corporation” defined. 1. “Resident domestic corporation” is limited to a domestic corporation that has 200 or more stockholders of record. 2. A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occ…

NRS 78.429 “Share” defined. “Share” means: 1. Any share of stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting-trust certificate, or any certificate of deposit for a share, in each case representing, directly or in…

NRS 78.431 “Subsidiary” defined. “Subsidiary” of any resident domestic corporation means any other entity of which a majority of the voting power is held, directly or indirectly, by the resident domestic corporation. (Added to NRS by 1991, 1203; A 2011, 2785)

NRS 78.433 Applicability: Generally; protection of corporation and its stockholders. 1. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation: (a) Which was not, as of the date that the person first becomes an interested stockholder, …

NRS 78.434 Applicability: Election not to be governed by provisions. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation: 1. Whose original articles of incorporation contain a provision expressly electing not to be governed by NRS 7…

NRS 78.436 Applicability: Combination with inadvertent interested stockholder. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation with an interested stockholder of the resident domestic corporation who became an interested stockhol…

NRS 78.437 Applicability: Combination with interested stockholder as of certain date. NRS 78.411 to 78.444, inclusive, do not apply to any combination with an interested stockholder who: 1. Was an interested stockholder on January 1, 1991; or 2. First became an interested stockho…

NRS 78.438 Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal. 1. Except as otherwise provided in NRS 78.433 to 78.437, inclusive, a resident domestic corporation may not engage in any combination with any interested stockhol…

NRS 78.439 Authorized combinations: General requirements. A resident domestic corporation may not engage in any combination with an interested stockholder of the resident domestic corporation after the expiration of 2 years after the person first became an interested stockholder …

NRS 78.441 Authorized combinations: Consideration to be received by disinterested holders of common shares. As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439, a combination with an interested stockholder of the resident domestic cor…

NRS 78.442 Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares. As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439, a combination with an interested sto…

NRS 78.443 Authorized combinations: Required form and distribution of consideration. The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the resident domestic corporation in a combination pursuant to NRS 7…

NRS 78.444 Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder. As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439, a combination with an interested stockholder of the r…

NRS 78.565 Sale, lease or exchange of assets: Authority; vote of stockholders. 1. Unless otherwise provided in the articles of incorporation, every corporation may, by action taken at any meeting of its board of directors, sell, lease or exchange all of its property and assets, i…

NRS 78.570 Sale of property and franchise under decree of court. Sales of the property and franchises of corporations that may be sold under a decree of court shall be made after such notice of the time and place as the court may deem proper. If the sales are made in the foreclos…

NRS 78.573 Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations. 1. The Secretary of State shall authorize a corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the…

NRS 78.575 Procedure for dissolution before payment of capital and beginning of business. Before the payment of any part of the capital and before beginning the business for which the corporation was created, the incorporators or the board of directors named in the articles of in…

NRS 78.580 Procedure for dissolution after beginning of business. 1. If the board of directors of any corporation organized under this chapter decides that the corporation should be dissolved, the board may adopt a resolution to that effect. 2. If the corporation has issued no st…

NRS 78.585 Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation. 1. The dissolution of a corporation does not impair any remedy or cause of action available to or against i…

NRS 78.590 Trustees of dissolved corporation: Powers of directors. 1. Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its corporate existence, limited by its articles of incorporation, the directors become truste…

NRS 78.597 Liability of stockholders of dissolved corporation. 1. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590, is not liable for any claim against t…

NRS 78.600 Trustees or receivers for dissolved corporations: Appointment; powers. When any corporation organized under this chapter shall be dissolved or cease to exist in any manner whatever, the district court, on application of any creditor or stockholder of the corporation, a…

NRS 78.605 Jurisdiction of district court. The district court shall have jurisdiction of the application prescribed in NRS 78.600 and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shal…

NRS 78.610 Duties of trustees or receivers; payment and distribution to creditors and stockholders. The trustees or receivers, after payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the exten…

NRS 78.615 Abatement of pending actions; substitution of dissolution trustees or receivers. If any corporation organized under this chapter becomes dissolved by the expiration of its charter or otherwise, before final judgment obtained in any action pending or commenced in any co…