Title 7

NRS 92A.009 “Charter document” defined. “Charter document” means the articles of incorporation of a foreign corporation, whether or not for profit, the articles of incorporation of a domestic corporation and a domestic nonprofit corporation, the articles of organization of a limi…

NRS 92A.010 “Constituent document” defined. “Constituent document” means the articles of incorporation or bylaws of a corporation, whether or not for profit, the articles of organization or operating agreement of a limited-liability company, the certificate of limited partnership…

NRS 92A.015 “Constituent entity” defined. “Constituent entity” means: 1. With respect to a merger, each merging or surviving entity; 2. With respect to an exchange, each entity whose owner’s interests will be acquired or each entity acquiring those interests; and 3. With respect …

NRS 92A.020 “Domestic” defined. “Domestic” as applied to an entity means one organized and existing under the laws of this State. (Added to NRS by 1995, 2079)

NRS 92A.022 “Domestic business trust” defined. “Domestic business trust” means a business trust formed and existing pursuant to the provisions of chapter 88A of NRS. (Added to NRS by 1999, 1626)

NRS 92A.025 “Domestic corporation” defined. “Domestic corporation” means a corporation organized and existing under chapter 78, 78A, 78B or 89 of NRS. (Added to NRS by 1995, 2079; A 1997, 726; 2013, 418, 774)

NRS 92A.027 “Domestic general partnership” defined. “Domestic general partnership” means a general partnership governed by the provisions of chapter 87 of NRS. (Added to NRS by 2001, 1403; A 2001, 3199)

NRS 92A.030 “Domestic limited-liability company” defined. “Domestic limited-liability company” means a limited-liability company organized and existing under chapter 86 of NRS. (Added to NRS by 1995, 2079)

NRS 92A.035 “Domestic limited partnership” defined. “Domestic limited partnership” means a limited partnership organized and existing under chapter 87A or 88 of NRS. (Added to NRS by 1995, 2079; A 2007, 483)

NRS 92A.040 “Domestic nonprofit corporation” defined. “Domestic nonprofit corporation” means a corporation organized or existing under chapter 82 of NRS, including those listed in NRS 82.051. (Added to NRS by 1995, 2079)

NRS 92A.045 “Entity” defined. “Entity” means a foreign or domestic: 1. Corporation, whether or not for profit; 2. Limited-liability company; 3. Limited partnership; or 4. Business trust. (Added to NRS by 1995, 2079; A 1999, 1626; 2003, 3181)

NRS 92A.050 “Exchange” defined. “Exchange” means the acquisition by one or more foreign or domestic entities of all an owner’s interests or one or more classes or series of an owner’s interests of one or more foreign or domestic entities. (Added to NRS by 1995, 2079)

NRS 92A.055 “Foreign” defined. “Foreign” as applied to an entity means one not organized or existing under the laws of this State. (Added to NRS by 1995, 2079)

NRS 92A.060 “Limited partner” defined. “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (Added to NRS by 1995, 2079)

NRS 92A.070 “Member” defined. “Member” means: 1. A member of a limited-liability company, as defined in NRS 86.081; or 2. A member of a nonprofit corporation which has members. (Added to NRS by 1995, 2080; A 2001, 1407, 3199)

NRS 92A.073 “Nonprofit cooperative corporation” defined. “Nonprofit cooperative corporation” means a nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160, inclusive. (Added to NRS by 2013, 773)

NRS 92A.075 “Owner” defined. “Owner” means the holder of an interest described in NRS 92A.080 or a noneconomic member of a limited-liability company described in NRS 86.095. (Added to NRS by 1995, 2080; A 2001, 1407, 3199)

NRS 92A.080 “Owner’s interest” defined. “Owner’s interest” means shares of stock in a corporation, membership in a nonprofit corporation, the interest of a member of a limited-liability company or a beneficial owner of a business trust, or the partnership interest of a general or…

NRS 92A.083 “Principal office” defined. “Principal office” has the meaning ascribed to it in NRS 78.010. (Added to NRS by 2007, 2702)

NRS 92A.090 “Resulting entity” defined. “Resulting entity” means, with respect to a conversion, the entity that results from conversion of the constituent entity. (Added to NRS by 2001, 1403; A 2001, 3199)

NRS 92A.092 “Senior executive” defined. “Senior executive” means the chief executive officer, chief operating officer, chief financial officer or anyone in charge of a principal business unit or function of a domestic corporation. (Added to NRS by 2009, 1717)

NRS 92A.098 Notice and other communications. Any notice or other communication sent pursuant to any provision of this chapter may be delivered by electronic transmission pursuant to NRS 75.150. (Added to NRS by 2011, 2812) AUTHORITY, PROCEDURE AND EFFECT

NRS 92A.100 Authority for merger; approval, contents and form of plan of merger. 1. Except as limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may merge into another entity if the plan of merger is approved pursuant to the provisions of this chapter. 2. E…

NRS 92A.105 Authority for conversion; approval, form and contents of plan of conversion. 1. Except as limited by NRS 78.411 to 78.444, inclusive, one domestic general partnership or one domestic entity, except a domestic nonprofit corporation, may convert into a domestic entity o…

NRS 92A.110 Authority for exchange; approval, contents and form of plan of exchange. 1. Except as a corporation is limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may acquire all of the outstanding owner’s interests of one or more classes or series of an…

NRS 92A.120 Approval of plan of merger, conversion or exchange for domestic corporation. 1. For a plan of merger, conversion or exchange to be approved, the board of directors of each domestic corporation that is a constituent entity must adopt the plan. 2. Except as otherwise pr…

NRS 92A.130 Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required. 1. Action by the stockholders of a surviving domestic corporation on a plan of merger is not required if: (a) The articles of i…

NRS 92A.133 Circumstances under which submission to, and vote of, stockholders of domestic corporation not required to authorize merger in which domestic corporation is constituent entity. 1. Unless otherwise expressly required by the articles of incorporation, no submission to, …

NRS 92A.134 Circumstances under which submission to, and vote of, stockholders of constituent corporation not required to authorize restructuring merger. 1. Unless otherwise expressly required by the articles of incorporation of a constituent corporation, no submission to, and no…

NRS 92A.135 Approval of plan of conversion for domestic general partnership. Unless otherwise provided in the partnership agreement, all partners must approve a plan of conversion involving a domestic general partnership. (Added to NRS by 2001, 1403; A 2001, 3199)

NRS 92A.140 Approval of plan of merger, conversion or exchange for domestic limited partnership. 1. Unless otherwise provided in the partnership agreement or the certificate of limited partnership, a plan of merger, conversion or exchange involving a domestic limited partnership …

NRS 92A.150 Approval of plan of merger, conversion or exchange for domestic limited-liability company. 1. Unless otherwise provided in the articles of organization or an operating agreement: (a) A plan of merger, conversion or exchange involving a domestic limited-liability compa…

NRS 92A.160 Approval of plan of merger or exchange for domestic nonprofit corporation. 1. A plan of merger or exchange involving a domestic nonprofit corporation must be adopted by the board of directors. The plan must also be approved by each public officer or other person whose…

NRS 92A.162 Approval of plan of merger, conversion or exchange for nonprofit cooperative corporation. Unless otherwise provided in the articles of incorporation, a plan of merger, conversion or exchange involving a nonprofit cooperative corporation must be approved and adopted by…

NRS 92A.165 Approval of plan of merger, conversion or exchange for domestic business trust. Unless otherwise provided in the certificate of trust or governing instrument of a domestic business trust, a plan of merger, conversion or exchange must be approved by all the trustees an…

NRS 92A.170 Abandonment of planned merger, conversion or exchange before filing of articles. After a merger, conversion or exchange is approved, and at any time before the articles of merger, conversion or exchange are filed, the planned merger, conversion or exchange may be aban…

NRS 92A.175 Termination of planned merger, conversion or exchange after filing of articles. After a merger, conversion or exchange is approved, at any time after the articles of merger, conversion or exchange are filed but before an effective date specified in the articles which …

NRS 92A.180 Merger of subsidiary into parent or parent into subsidiary. 1. A parent domestic corporation, whether or not for profit, parent domestic limited-liability company, unless otherwise provided in the articles of organization or operating agreement, or parent domestic lim…

NRS 92A.190 Merger or exchange with foreign entity. 1. One or more foreign entities may merge or enter into an exchange of owner’s interests with one or more domestic entities if: (a) In a merger, the merger is permitted by the law of the jurisdiction under whose law each foreign…

NRS 92A.195 Conversion of foreign or domestic entity or foreign or domestic general partnership. 1. One foreign entity or foreign general partnership may convert into one domestic entity if: (a) The conversion is permitted by the law of the jurisdiction governing the foreign enti…

NRS 92A.200 Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts. 1. After a plan of merger or exchange is approved as required by this chapter, the surviving or acquiring entity shall deliver to the Secret…

NRS 92A.205 Filing requirements for conversions. 1. After a plan of conversion is approved as required by this chapter, if the resulting entity is a domestic entity, the constituent entity shall, at the time of filing the articles of conversion, deliver to the Secretary of State …

NRS 92A.207 Form required for filing of records. 1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State. 2. The Secretary of State may refuse to file a record which does not comply with su…

NRS 92A.210 Filing fees. 1. Except as otherwise provided in this section, the fee for filing articles of merger, articles of conversion, articles of exchange, articles of domestication or articles of termination is $350. The fee for filing the charter documents of a domestic resu…

NRS 92A.220 Duty when entire plan of merger, conversion or exchange is not set forth in articles. If the entire plan of merger, conversion or exchange is not set forth in the articles of merger, conversion or exchange, a copy of the plan of merger, conversion or exchange must be …

NRS 92A.230 Signing of articles of merger, conversion or exchange. Articles of merger, conversion or exchange must be signed by each foreign and domestic constituent entity as follows: 1. By an officer of a corporation, whether or not for profit; 2. By one of the general partners…