Title 7

NRS 78A.018 Secretary of State authorized to adopt certain regulations to allow close corporation to carry out powers and duties through most recent technology. The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the ter…

NRS 78A.020 Filing requirements; required and optional provisions of articles of incorporation. 1. A close corporation must be formed in accordance with NRS 78.030 to 78.055, inclusive, subject to the following requirements: (a) All of the issued stock of the corporation of all c…

NRS 78A.030 Procedure for existing corporation to become close corporation. 1. Any corporation organized under chapter 78 of NRS may become a close corporation pursuant to this chapter by signing, filing and recording, in accordance with NRS 78.390, a certificate of amendment of …

NRS 78A.040 Notice required on share certificates; effect of notice and restrictions on transfer of shares; shareholders to be provided with copies of provisions restricting rights. 1. The following statement must appear conspicuously on each share certificate issued by a close c…

NRS 78A.050 Transfer of shares prohibited; exceptions. 1. An interest in the shares of a close corporation may not be transferred, except to the extent permitted by the articles of incorporation, the bylaws, a shareholders’ agreement or a voting trust agreement. 2. Except as othe…

NRS 78A.060 Effect of attempt to transfer shares in violation of prohibition. 1. An attempt to transfer shares in a close corporation in violation of a prohibition against such a transfer is ineffective. 2. An attempt to transfer shares in a close corporation in violation of a pr…

NRS 78A.070 Shareholders’ agreements: Authority to enter; effect; amendment. 1. All shareholders of a close corporation who are entitled to vote may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation…

NRS 78A.080 Shareholders’ agreements: Validity. A written agreement among stockholders of a close corporation or any provision of the articles of incorporation or of the bylaws of the corporation that relates to any phase of the affairs of the corporation, including, but not limi…

NRS 78A.090 Operation without board of directors; elimination and reinstatement of board. 1. A close corporation may operate without a board of directors if the articles of incorporation contain a statement to that effect. 2. An amendment to the articles of incorporation eliminat…

NRS 78A.100 Annual meeting. A close corporation shall hold an annual meeting if one or more shareholders delivers a written notice to the corporation requesting a meeting. Upon receipt of a notice, the close corporation must hold a meeting within 30 days. (Added to NRS by 1989, 9…

NRS 78A.110 Records signed, acknowledged or verified by person acting in more than one capacity. Notwithstanding any law to the contrary, a person who holds more than one office in a close corporation may sign, acknowledge or verify in more than one capacity any record required t…

NRS 78A.120 Limitation on liability of shareholders. Personal liability may not be imposed upon shareholders of a close corporation solely as a result of the failure of the close corporation to observe the usual corporate formalities or requirements relating to the exercise of co…

NRS 78A.130 Merger or share exchange; sale, lease or exchange of assets. 1. A plan of merger or share exchange that if effected would: (a) Terminate the close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares …

NRS 78A.140 Appointment of custodian, receiver or provisional director. 1. Upon application of a stockholder, the court may appoint one or more persons to be custodians and, if the corporation is insolvent, to be receivers of any close corporation when: (a) The business and affai…

NRS 78A.150 Provisional director: Requirements for appointment; qualifications, rights and powers; compensation. 1. Notwithstanding any contrary provision of the articles of incorporation, the bylaws or an agreement of the stockholders, the court may appoint a provisional directo…

NRS 78A.160 Option of stockholder to dissolve corporation: Inclusion in articles of incorporation; exercise of option; notice on stock certificate. 1. The articles of incorporation of any close corporation may include a provision granting to any stockholder or to the holder of an…

NRS 78A.170 Time of termination of status. A close corporation is subject to the provisions of this chapter until: 1. The corporation files with the Secretary of State a certificate of amendment deleting from the articles of incorporation the provisions required or permitted by N…

NRS 78A.180 Voluntary termination of status. 1. A corporation may voluntarily terminate its status as a close corporation, and cease to be subject to the provisions of this chapter, by amending the articles of incorporation to delete therefrom the additional provisions required o…

NRS 78A.190 Involuntary termination of status; intervention by court. 1. The status of a corporation as a close corporation terminates if one or more of the provisions or conditions of this chapter cease to exist or be fulfilled unless: (a) Within 30 days after the occurrence of …

NRS 78A.200 Effect of termination of status. 1. A corporation that terminates its status as a close corporation is subject to the provisions of chapter 78 of NRS. 2. Termination of the status of a close corporation does not affect any right of a shareholder or of the corporation …