Title 7

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…

NRS 78.3785 “Controlling interest” defined. “Controlling interest” means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of NRS 78.378 to 78.3793, inclusive, to enable the acquiring person, directly or indirectly and individ…

NRS 78.3786 “Fair value” defined. “Fair value” means a value not less than the highest price per share paid by the acquiring person in an acquisition. (Added to NRS by 1987, 756)

NRS 78.3787 “Interested stockholder” defined. “Interested stockholder” means a person who directly or indirectly exercises voting rights in the shares of an issuing corporation and who is: 1. An acquiring person; 2. An officer or a director of the corporation; or 3. An employee o…

NRS 78.3788 “Issuing corporation” defined. “Issuing corporation” means a corporation, as of any date, which is organized in this State and which: 1. Has 200 or more stockholders of record, at least 100 of whom have had addresses in this State appearing on the stock ledger of the …

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…