Title 7

NRS 78.039 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations. 1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all o…

NRS 78.040 Name of corporation: Reservation; injunctive relief. 1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 78.039, for the use of any proposed corporation. During the period, a name so …

NRS 78.045 Articles of incorporation: Approval or certification required before filing of certain articles or amendments. 1. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corpor…

NRS 78.046 Authorization of forum selection provisions in articles or bylaws; authorization for articles to waive trial by jury for certain internal actions. 1. The articles of incorporation or bylaws of a corporation may require, to the extent not inconsistent with any applicabl…

NRS 78.047 Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations. 1. Every person, other than a corporation organized and existing pursuant to the laws of another state, territory, the District of Columbia, a posse…

NRS 78.050 Commencement of corporate existence. 1. Upon the filing of the articles of incorporation pursuant to NRS 78.030 and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement …

NRS 78.055 Acceptable evidence of incorporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under the official seal of the Secretary of State, or, with respect to a corporation organized before October 1, 1991, …

NRS 78.060 General powers. 1. Any corporation organized under the provisions of this chapter: (a) Has all the rights, privileges and powers conferred by this chapter. (b) Has such rights, privileges and powers as may be conferred upon corporations by any other existing law. (c) M…

NRS 78.065 Adoption and use of corporate seal or stamp. 1. Every corporation, by virtue of its existence as such, shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. 2. The use of a seal or stamp by a corporation on any corporate record is no…

NRS 78.070 Specific powers. Subject to such limitations, if any, as may be contained in its articles of incorporation, every corporation has the following powers: 1. To borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its …

NRS 78.075 Railroad companies: Powers. In furtherance of and in addition to the powers which railroad companies organized under this chapter are entitled to exercise, but not in limitation of any of the powers granted by this chapter, every railroad company may: 1. Cause such exa…

NRS 78.080 Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies. 1. The right-of-way is hereby given and granted to all railroad companies that are now organized, or may be organized under …

NRS 78.085 Railroad companies: Filing and recording of certified maps and profiles. 1. Every railroad company in this State shall, within 90 days after its road is finally located: (a) Cause to be made a map and profile thereof, and of the land taken and obtained for the use ther…

NRS 78.090 Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation. 1. Every corporation must have a registered agent who reside…

NRS 78.097 Resignation of registered agent or termination of registration of commercial registered agent. 1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.33…

NRS 78.105 Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties. 1. A corporation shall keep a copy of the following records at its principal office or with its custodian of records whose name and s…

NRS 78.107 Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records. 1. An inspection authorized by NRS 78.105 may be denied to a stockholder or other person upon the refusal of the stockholder or …

NRS 78.115 Board of directors: Number and qualifications. The business of every corporation must be managed under the direction of a board of directors or trustees, all of whom must be natural persons who are at least 18 years of age. A corporation must have at least one director…

NRS 78.120 Board of directors: General powers. 1. Subject only to such limitations as may be provided by this chapter, or the articles of incorporation of the corporation, the board of directors has full control over the affairs of the corporation. 2. Except as otherwise provided…

NRS 78.125 Committees of board of directors: Designation; powers; membership. 1. Unless it is otherwise provided in the articles of incorporation, the board of directors may designate one or more committees which, to the extent provided in the resolution or resolutions or in the …

NRS 78.130 Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies. 1. Every corporation must have a president, a secretary and a treasurer, or the equivalent thereof. 2. Every corporation may also have such other officers and agents as …

NRS 78.135 Authority of directors and representatives of corporation. 1. The statement in the articles of incorporation of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or stockholders,…

NRS 78.138 Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors. 1. The fiduciary duties of directors and officers are to exercise their respective powers in good faith, on an informed …

NRS 78.139 Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation. 1. If directors or officers take action to resist a change or potential change in control of a corporation, which action impedes the exerc…

NRS 78.140 Restrictions on transactions involving interested directors or officers; compensation of directors. 1. A contract or other transaction is not void or voidable solely because: (a) The contract or transaction is between a corporation and: (1) One or more of its directors…

NRS 78.150 Filing requirements; fees; powers and duties of Secretary of State; regulations. 1. A corporation organized pursuant to the laws of this State shall, at the time of the filing of its articles of incorporation with the Secretary of State or, if the corporation has selec…

NRS 78.152 List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations. 1. In addition to any records required to be kept at its principal office or with the custodian of reco…

NRS 78.153 Additional filing requirements for certain corporations: Criteria; statement; fees. 1. At the time of submitting any list required pursuant to NRS 78.150, a corporation that meets the criteria set forth in subsection 2 must submit: (a) The statement required pursuant t…

NRS 78.155 Certificate of authorization to transact business. If a corporation has filed the initial or annual list in compliance with NRS 78.150 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the corporation constitutes…

NRS 78.170 Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty. 1. Each corporation which is required to make a filing and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, and which refuses or neglects to do s…

NRS 78.175 Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets. 1. The Secretary of State shall notify, by providing written notice to its registered agent, each corporation deemed in de…

NRS 78.180 Defaulting corporations: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 and NRS 78.152, the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact business pursuan…

NRS 78.185 Defaulting corporations: Reinstatement or revival under old or new name; regulations. 1. Except as otherwise provided in subsection 2, if a corporation applies to reinstate or revive its charter but its name has been legally reserved or acquired by another artificial p…

NRS 78.191 “Distribution” defined. As used in NRS 78.191 to 78.307, inclusive, unless the context otherwise requires, the word “distribution” means a direct or indirect transfer of money or other property, other than its own shares or the incurrence of indebtedness by a corporati…

NRS 78.195 Issuance of more than one class or series of stock; rights of stockholders; protection of corporation and its stockholders. 1. If a corporation desires to have more than one class or series of stock, the articles of incorporation must prescribe, or vest authority in th…

NRS 78.1955 Establishment of matters regarding class or series of stock by certificate of designation. 1. If the voting powers, designations, preferences, limitations, restrictions and relative rights of any class or series of stock have been established by a resolution of the bo…

NRS 78.196 Required and authorized classes or series of stock; shares called for redemption. 1. Each corporation must have: (a) One or more classes or series of shares that together have unlimited voting rights; and (b) One or more classes or series of shares that together are en…

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…