Title 7

NRS 78.197 Rights of persons holding obligations of corporation. A corporation may provide in its articles of incorporation that the holder of a bond, debenture or other obligation of the corporation may have any of the rights of a stockholder in the corporation. (Added to NRS by…

NRS 78.200 Rights or options to purchase stock. 1. A corporation may create and issue rights or options entitling the holders thereof to purchase from the corporation any shares of its stock of any class or classes to be evidenced by or in such instrument or instruments as are ap…

NRS 78.205 Fractions of shares: Issuance; alternatives to issuance. 1. A corporation is not obligated to but may sign and deliver a certificate for or including a fraction of a share. 2. In lieu of signing and delivering a certificate for a fraction of a share, a corporation may:…

NRS 78.2055 Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders. 1. Unless otherwise provided in the articles of incorporation, a corporation that desires to decrease the number…

NRS 78.207 Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders. 1. Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a c…

NRS 78.209 Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation. 1. A change pursuant to NRS 78.207 is not effective until after the filing in the Office of the Secretary of State of a …

NRS 78.211 Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future. 1. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the c…

NRS 78.215 Issuance of shares for consideration or as share dividend. 1. A corporation may issue and dispose of its authorized shares for such consideration as may be prescribed in the articles of incorporation or, if no consideration is so prescribed, then for such consideration…

NRS 78.220 Subscriptions for corporate shares: Payment; default; irrevocability. 1. Subscriptions to the shares of a corporation, whether made before or after its organization, must be paid in full at such time or in such installments at such times as determined by the board of d…

NRS 78.225 Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement. Unless otherwise provided in the articles of incorporation, no stockholder of any corporation formed unde…

NRS 78.230 Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees. 1. No person holding shares in any corporation as collateral security shall be personally liable as a stockholder. 2. No executor, administrator, guardi…

NRS 78.235 Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement. 1. Except as otherwise provided in subsection 4, every stockholder is entitled to have a certificate, signed by officers or agents designated by the c…

NRS 78.240 Shares of stock are personal property; transfers; rights and fiduciary duties of stockholder; presumption of compliance with fiduciary duty; liability of stockholder. 1. The shares of stock in every corporation shall be personal property and shall be transferable on th…

NRS 78.242 Restrictions on transfer of stock and on amount of stock owned by person or group of persons. 1. Subject to the limitation imposed by NRS 104.8204, a written restriction on the transfer or registration of transfer of the stock of a corporation, if permitted by this sec…

NRS 78.245 Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exceptions. 1. Except as otherwise provided in subsection 2, no stocks, bonds or other securities issued by any corporation organized under this chapter, nor the income…

NRS 78.250 Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply. 1. When the articles of incorporation are amended in any way affecting the …

NRS 78.257 Right of stockholders to inspect, copy and audit financial statements; conditions; exceptions; penalties; applicability. 1. Any person who has been a stockholder of record of any corporation and owns not less than 15 percent of all of the issued and outstanding shares …

NRS 78.265 Preemptive rights of stockholders in corporations organized before October 1, 1991. 1. The provisions of this section apply to corporations organized in this State before October 1, 1991. 2. Except to the extent limited or denied by this section or the articles of inco…

NRS 78.267 Preemptive rights of stockholders in corporations organized on or after October 1, 1991. 1. The provisions of this section apply to corporations organized in this State on or after October 1, 1991. 2. The stockholders of a corporation do not have a preemptive right to …

NRS 78.275 Assessments on stock: Levy and collection; sale after default in payment. 1. The directors may at such times and in such amount, as they may from time to time deem the interest of the corporation to require, levy and collect assessments upon the assessable stock of the…

NRS 78.280 Purchase by corporation of its own stock at assessment sale when no other available purchaser. 1. Every corporation in this State may, whenever at any assessment sale of the stock of the corporation no person will take the stock and pay the assessment, or amount unpaid…

NRS 78.283 Treasury shares: Definition; limitations; retirement and disposal. 1. As used in this section, “treasury shares” means shares of a corporation issued and thereafter acquired by the corporation or another entity, the majority of whose outstanding voting power to elect i…

NRS 78.288 Distributions to stockholders. 1. Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to the holders of any class or series of the capital stock of the corporation…

NRS 78.300 Liability of directors for unlawful distributions. 1. The directors of a corporation shall not make distributions except as provided by this chapter. 2. Except as otherwise provided in subsection 3 and NRS 78.138, in case of any violation of the provisions of this sect…

NRS 78.307 “Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company. 1. As used in this section, unless the context requires otherwise: (a) “Investment company” means any corporation, trust, association or fund which is e…

NRS 78.310 Stockholders’ and directors’ meetings: Location; authority to call. 1. Meetings of stockholders and directors of any corporation organized pursuant to the provisions of this chapter may be held within or without this State, in the manner provided by the bylaws of the c…

NRS 78.315 Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting; action on certain documents in final or preliminary form. 1. Unless the articles of incorporation or the bylaws provide for a greater or lesser propo…

NRS 78.320 Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting. 1. Unless this chapter, the articles of incorporation or the bylaws provide for different proportions: (a) A majority of the voting power, which i…

NRS 78.325 Actions at meetings not regularly called: Ratification and approval. 1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees or stockholders, consent, either by: (a) A writing on the records of the meeting or filed with the secretary; (b…

NRS 78.330 Directors: Election; terms; classification; voting power. 1. Unless elected pursuant to NRS 78.320, or unless the articles of incorporation or the bylaws require more than a plurality of the votes cast, directors of every corporation must be elected at the annual meeti…

NRS 78.335 Directors: Removal; filling of vacancies. 1. Except as otherwise provided in this section, any director or one or more of the incumbent directors may be removed as a director only by the vote of stockholders representing not less than two-thirds of the voting power of …

NRS 78.340 Failure to hold election of directors on regular day does not dissolve corporation. If the directors shall not be elected on the day designated for the purpose, the corporation shall not for that reason be dissolved; but every director shall continue to hold office and…

NRS 78.345 Election of directors by order of court upon failure of regular election. 1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330, the district court has jurisdiction in equity, upon application of any…

NRS 78.347 Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State. 1. Any stockholder may apply to the district court to appoint one or more persons to be cus…

NRS 78.350 Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting; protection of corporation and its stockholders. 1. Unless otherwise provided in the articles of incorporation, or in the certificate of designation establishing t…

NRS 78.352 Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock. 1. A person holding stock in a fiduciary capacity is entitled to vote the shares so held. 2. A person whose stock is pledged is entitled to vote, unless i…

NRS 78.355 Stockholders’ proxies. 1. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. If any stockholder d…

NRS 78.360 Cumulative voting. 1. The articles of incorporation of any corporation may provide that at all elections of directors of the corporation each holder of stock possessing voting power is entitled to as many votes as equal the number of his or her shares of stock multipli…

NRS 78.365 Voting trusts. 1. A stockholder, by agreement in writing, may transfer his or her stock to a voting trustee or trustees for the purpose of conferring the right to vote the stock for a period not exceeding 15 years upon the terms and conditions therein stated. Any certi…

NRS 78.370 Notice to stockholders. 1. If under the provisions of this chapter stockholders are required or authorized to take any action at a meeting, the notice of the meeting must be in writing. 2. Except in the case of the annual meeting, the notice must state the purpose or p…

NRS 78.375 Waiver of notice or other communication. Whenever any notice or other communication is required to be delivered under the provisions of this chapter, a waiver thereof in a signed writing by the person or persons entitled to the notice or communication, whether before o…

NRS 78.378 Applicability; imposition of stricter requirements; protection of corporation and its stockholders. 1. The provisions of NRS 78.378 to 78.3793, inclusive, apply to any acquisition of a controlling interest in an issuing corporation unless the articles of incorporation …

NRS 78.3781 Definitions. As used in NRS 78.378 to 78.3793, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.3782 to 78.3788, inclusive, have the meanings ascribed to them in those sections. (Added to NRS by 1987, 756)

NRS 78.3782 “Acquiring person” defined. “Acquiring person” means any person who, individually or in association with others, acquires or offers to acquire, directly or indirectly, a controlling interest in an issuing corporation. The term does not include any person who, in the o…

NRS 78.3783 “Acquisition” defined. 1. Except as otherwise provided in subsections 2 and 3, “acquisition” means the direct or indirect acquisition of a controlling interest. 2. “Acquisition” does not include any acquisition of shares in good faith, and without an intent to avoid t…

NRS 78.3784 “Control shares” defined. “Control shares” means those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person: 1. Acquire in an acquisition or offer to acquire in an acquisition; a…