Title 7

NRS 78.416 “Combination” defined. “Combination,” when used in reference to any resident domestic corporation and any interested stockholder of the resident domestic corporation, means any of the following: 1. Any merger or consolidation of the resident domestic corporation or any…

NRS 78.417 “Common shares” defined. “Common shares” means any shares other than preferred shares. (Added to NRS by 1991, 1202)

NRS 78.418 “Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control. 1. Except as otherwise provided in subsection 2: (a) “Control,” used alone or in the terms “controlling,” “controlled by” and “under common control with,” means t…

NRS 78.421 “Date of announcement” defined. “Date of announcement,” when used in reference to any combination, means the date of the first public announcement of the final, definitive proposal for the combination. (Added to NRS by 1991, 1202)

NRS 78.422 “Date of consummation” defined. “Date of consummation,” with respect to any combination, means the date of the consummation of the combination or, in the case of a combination as to which a vote of stockholders is taken, the later of: 1. The business day before the vot…

NRS 78.423 “Interested stockholder” defined. 1. “Interested stockholder,” when used in reference to any resident domestic corporation, means any person, other than the resident domestic corporation or any subsidiary of the resident domestic corporation, who is: (a) The beneficial…

NRS 78.424 “Market value” defined. “Market value,” when used in reference to the shares or property of any resident domestic corporation, means: 1. In the case of shares, the highest closing sale price of a share during the 30 calendar days immediately preceding the date in quest…

NRS 78.426 “Preferred shares” defined. “Preferred shares” means any class or series of shares of a resident domestic corporation that under the articles of incorporation of the resident domestic corporation: 1. Is entitled to receive payment of dividends before any payment of div…

NRS 78.427 “Resident domestic corporation” defined. 1. “Resident domestic corporation” is limited to a domestic corporation that has 200 or more stockholders of record. 2. A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occ…

NRS 78.429 “Share” defined. “Share” means: 1. Any share of stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting-trust certificate, or any certificate of deposit for a share, in each case representing, directly or in…

NRS 78.431 “Subsidiary” defined. “Subsidiary” of any resident domestic corporation means any other entity of which a majority of the voting power is held, directly or indirectly, by the resident domestic corporation. (Added to NRS by 1991, 1203; A 2011, 2785)

NRS 78.433 Applicability: Generally; protection of corporation and its stockholders. 1. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation: (a) Which was not, as of the date that the person first becomes an interested stockholder, …

NRS 78.434 Applicability: Election not to be governed by provisions. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation: 1. Whose original articles of incorporation contain a provision expressly electing not to be governed by NRS 7…

NRS 78.436 Applicability: Combination with inadvertent interested stockholder. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation with an interested stockholder of the resident domestic corporation who became an interested stockhol…

NRS 78.437 Applicability: Combination with interested stockholder as of certain date. NRS 78.411 to 78.444, inclusive, do not apply to any combination with an interested stockholder who: 1. Was an interested stockholder on January 1, 1991; or 2. First became an interested stockho…

NRS 78.438 Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal. 1. Except as otherwise provided in NRS 78.433 to 78.437, inclusive, a resident domestic corporation may not engage in any combination with any interested stockhol…

NRS 78.439 Authorized combinations: General requirements. A resident domestic corporation may not engage in any combination with an interested stockholder of the resident domestic corporation after the expiration of 2 years after the person first became an interested stockholder …

NRS 78.441 Authorized combinations: Consideration to be received by disinterested holders of common shares. As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439, a combination with an interested stockholder of the resident domestic cor…

NRS 78.442 Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares. As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439, a combination with an interested sto…

NRS 78.443 Authorized combinations: Required form and distribution of consideration. The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the resident domestic corporation in a combination pursuant to NRS 7…

NRS 78.444 Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder. As an alternative to a combination satisfying the requirements of subsection 1 or 2 of NRS 78.439, a combination with an interested stockholder of the r…

NRS 78.565 Sale, lease or exchange of assets: Authority; vote of stockholders. 1. Unless otherwise provided in the articles of incorporation, every corporation may, by action taken at any meeting of its board of directors, sell, lease or exchange all of its property and assets, i…

NRS 78.570 Sale of property and franchise under decree of court. Sales of the property and franchises of corporations that may be sold under a decree of court shall be made after such notice of the time and place as the court may deem proper. If the sales are made in the foreclos…

NRS 78.573 Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations. 1. The Secretary of State shall authorize a corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the…

NRS 78.575 Procedure for dissolution before payment of capital and beginning of business. Before the payment of any part of the capital and before beginning the business for which the corporation was created, the incorporators or the board of directors named in the articles of in…

NRS 78.580 Procedure for dissolution after beginning of business. 1. If the board of directors of any corporation organized under this chapter decides that the corporation should be dissolved, the board may adopt a resolution to that effect. 2. If the corporation has issued no st…

NRS 78.585 Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation. 1. The dissolution of a corporation does not impair any remedy or cause of action available to or against i…

NRS 78.590 Trustees of dissolved corporation: Powers of directors. 1. Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its corporate existence, limited by its articles of incorporation, the directors become truste…

NRS 78.597 Liability of stockholders of dissolved corporation. 1. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590, is not liable for any claim against t…

NRS 78.600 Trustees or receivers for dissolved corporations: Appointment; powers. When any corporation organized under this chapter shall be dissolved or cease to exist in any manner whatever, the district court, on application of any creditor or stockholder of the corporation, a…

NRS 78.605 Jurisdiction of district court. The district court shall have jurisdiction of the application prescribed in NRS 78.600 and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shal…

NRS 78.610 Duties of trustees or receivers; payment and distribution to creditors and stockholders. The trustees or receivers, after payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the exten…

NRS 78.615 Abatement of pending actions; substitution of dissolution trustees or receivers. If any corporation organized under this chapter becomes dissolved by the expiration of its charter or otherwise, before final judgment obtained in any action pending or commenced in any co…

NRS 78.620 Dissolution or forfeiture of charter by decree of court; filing. Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the district court, the decree or judgment shall be forthwith filed by the clerk of the court in the Office of the S…

NRS 78.622 Reorganization under federal law: Powers of corporation. 1. If a corporation is under reorganization in a federal court pursuant to Title 11 of U.S.C., it may take any action necessary to carry out any proceeding and do any act directed by the court relating to reorgan…

NRS 78.630 Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing. 1. Whenever any corporation becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its busin…

NRS 78.635 Appointment of receiver or trustee of insolvent corporation: Powers. 1. The district court, at the time of ordering the injunction, or at any time afterwards, may appoint a receiver or receivers or a trustee or trustees for the creditors and stockholders of the corpora…

NRS 78.640 Property and privileges of insolvent corporation vest in appointed receiver. All real and personal property of an insolvent corporation, wheresoever situated, and all its franchises, rights, privileges and effects shall, upon the appointment of a receiver, forthwith ve…

NRS 78.645 Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter. 1. Whenever a receiver shall have been appointed as provided in NRS 78.635 and it shall afterwards appear that…

NRS 78.650 Stockholders’ application for injunction and appointment of receiver when corporation mismanaged. 1. Any holder or holders of one-tenth of the issued and outstanding stock may apply to the district court in the county in which the corporation has its principal place of…

NRS 78.655 Reorganization of corporation by majority of stockholders during receivership. Whenever stockholders holding stock entitling them to exercise at least a majority of the voting power of the corporation shall have agreed upon a plan for the reorganization of the corporat…

NRS 78.660 Powers of district court. 1. The court shall have power to send for persons and papers and to examine any persons, including the creditors and claimants, and the president, directors and other officers and agents of the corporation, on oath or affirmation, respecting i…

NRS 78.665 Receiver to take possession of corporate assets upon court order. The receiver, upon order of the court, with the assistance of a peace officer, may break open, in the daytime, the houses, shops, warehouses, doors, trunks, chests or other places of the corporation wher…

NRS 78.670 Inventory, list of debts and reports by receiver. The receiver, as soon as convenient, shall lay before the district court a full and complete inventory of all the estate, property and effects of the corporation, its nature and probable value, and an account of all deb…

NRS 78.675 Creditors’ proofs of claims; when participation barred; notice. All creditors shall present and make proof to the receiver of their respective claims against the corporation within 6 months from the date of appointment of the receiver or trustee for the corporation, or…

NRS 78.680 Creditors’ claims to be in writing under oath; examination of claimants. Every claim against any corporation for which a receiver has been appointed shall be presented to the receiver in writing and upon oath. The claimant, if required, shall submit to such examination…