PocketLaw | Nevada Revised Statutes | Private Corporations

Private Corporations

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Definitions; construction.

Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations.

Applicability of chapter; effect on corporations existing before April 1, 1925.

Limitations on incorporation under chapter; compliance with other laws.

Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter.

Form required for filing of records.

Corporate records: Microfilming; imaging; return.

Filing of records written in language other than English.

Procedure to submit replacement page to Secretary of State before actual filing of record.

Filing requirements; prohibition against establishment of corporation for certain illegal purposes.

Articles of incorporation: Required provisions.

Articles of incorporation: Optional provisions.

Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

Name of corporation: Reservation; injunctive relief.

Articles of incorporation: Approval or certification required before filing of certain articles or amendments.

Authorization of forum selection provisions in articles or bylaws.

Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.

Commencement of corporate existence.

Acceptable evidence of incorporation.

General powers.

Adoption and use of corporate seal or stamp.

Specific powers.

Railroad companies: Powers.

Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.

Railroad companies: Filing and recording of certified maps and profiles.

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.

Resignation of registered agent or termination of registration of commercial registered agent.

Section
78.0285

Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.

Section
78.0295

Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings.

Section
78.0296

Ratification or validation of noncompliant corporate acts.

Section
78.0297

Corporate records: Manner of storage; conversion of records into clear and legible paper form; admissibility in evidence of records.

Section
78.0298

Records or signatures maintained by corporation.

Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties.

Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.

Board of directors: Number and qualifications.

Board of directors: General powers.

Committees of board of directors: Designation; powers; membership.

Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.

Authority of directors and representatives of corporation.

Directors and officers: Fiduciary duties; exercise of powers; performance of duties; presumptions and considerations; liability to corporation, stockholders and creditors.

Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.

Restrictions on transactions involving interested directors or officers; compensation of directors.

Filing requirements; fees; powers and duties of Secretary of State; regulations.

List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

Additional filing requirements for certain corporations: Criteria; statement; fees.

Certificate of authorization to transact business.

Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.

Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.

Defaulting corporations: Conditions and procedure for reinstatement.

Defaulting corporations: Reinstatement or revival under old or new name; regulations.

"Distribution" defined.

Issuance of more than one class or series of stock; rights of stockholders.

Required and authorized classes or series of stock; shares called for redemption.

Rights of persons holding obligations of corporation.

Rights or options to purchase stock.

Fractions of shares: Issuance; alternatives to issuance.

Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.

Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.

Issuance of shares for consideration or as share dividend.

Subscriptions for corporate shares: Payment; default; irrevocability.

Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement.

Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.

Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement.

Shares of stock are personal property; transfers.

Restrictions on transfer of stock and on amount of stock owned by person or group of persons.

Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exception.

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.

Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty.

Preemptive rights of stockholders in corporations organized before October 1, 1991.

Preemptive rights of stockholders in corporations organized on or after October 1, 1991.

Assessments on stock: Levy and collection; sale after default in payment.

Purchase by corporation of its own stock at assessment sale when no other available purchaser.

Treasury shares: Definition; limitations; retirement and disposal.

Distributions to stockholders.

Liability of directors for unlawful distributions.

"Investment company" and "open-end investment company" defined; redemption of shares by open-end investment company.

Stockholders’ and directors’ meetings: Location; authority to call.

Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.

Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.

Actions at meetings not regularly called: Ratification and approval.

Directors: Election; terms; classification; voting power.

Directors: Removal; filling of vacancies.

Failure to hold election of directors on regular day does not dissolve corporation.

Election of directors by order of court upon failure of regular election.

Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.

Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.

Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.

Stockholders’ proxies.

Cumulative voting.

Voting trusts.

Notice to stockholders.

Waiver of notice or other communication.

Applicability; imposition of stricter requirements; protection of corporation and its stockholders.

Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.

Amendment of articles before issuance of voting stock.

Scope of amendments.

Amendment of articles after issuance of stock: Procedure.

Restatement of articles.

Definitions.

"Affiliate" defined.

"Associate" defined.

"Beneficial owner" defined.

"Combination" defined.

"Common shares" defined.

"Control," "controlling," "controlled by" and "under common control with" defined; presumption of control.

"Date of announcement" defined.

"Date of consummation" defined.

"Interested stockholder" defined.

"Market value" defined.

"Preferred shares" defined.

"Resident domestic corporation" defined.

"Securities Exchange Act" defined.

"Share" defined.

"Subsidiary" defined.

"Voting shares" defined.

Applicability: Generally.

Applicability: Election not to be governed by provisions.

Applicability: Combination with inadvertent interested stockholder.

Applicability: Combination with interested stockholder as of certain date.

Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal.

Authorized combinations: General requirements.

Authorized combinations: Consideration to be received by disinterested holders of common shares.

Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares.

Authorized combinations: Required form and distribution of consideration.

Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder.

Sale, lease or exchange of assets: Authority; vote of stockholders.

Sale of property and franchise under decree of court.

Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.

Procedure for dissolution before payment of capital and beginning of business.

Procedure for dissolution after beginning of business.

Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.

Trustees of dissolved corporation: Powers of directors.

Liability of stockholders of dissolved corporation.

Trustees or receivers for dissolved corporations: Appointment; powers.

Jurisdiction of district court.

Duties of trustees or receivers; payment and distribution to creditors and stockholders.

Abatement of pending actions; substitution of dissolution trustees or receivers.

Dissolution or forfeiture of charter by decree of court; filing.

Reorganization under federal law: Powers of corporation.

Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.

Appointment of receiver or trustee of insolvent corporation: Powers.

Property and privileges of insolvent corporation vest in appointed receiver.

Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.

Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.

Reorganization of corporation by majority of stockholders during receivership.

Powers of district court.

Receiver to take possession of corporate assets upon court order.

Inventory, list of debts and reports by receiver.

Creditors’ proofs of claims; when participation barred; notice.

Creditors’ claims to be in writing under oath; examination of claimants.

Action on creditors’ claims; appeal of disallowed claims.

Substitution of receiver as party; abatement of actions.

Sales of encumbered or deteriorating property.

Compensation, costs and expenses of receiver.

Distribution of money to creditors and stockholders.

Acts of majority of receivers effectual; removal and vacancies.

Employees’ liens for wages when corporation insolvent.

Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.

Renewal or revival: Procedure; fee; certificate as evidence.

Renewal or revival: Status of corporation.

Action against stockholder for unpaid subscriptions; limitation of action.

Action against stockholder by judgment creditor; limitations.

Liability of another person for debt or liability of corporation.

Service of process on corporations.

Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses.

Insurance and other financial arrangements against liability of directors, officers, employees and agents.

Duties: Collection of fees; employment of new technology to aid in performance.

Filing fees: Articles of incorporation.

Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal.

Filing fees: Certificates of restated articles of incorporation.

Filing fee: Certificate of dissolution.

Miscellaneous fees.

Section
78.1955

Establishment of matters regarding class or series of stock by certificate of designation.

Section
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.

Section
78.3781

Definitions.

Section
78.3782

"Acquiring person" defined.

Section
78.3783

"Acquisition" defined.

Section
78.3784

"Control shares" defined.

Section
78.3785

"Controlling interest" defined.

Section
78.3786

"Fair value" defined.

Section
78.3787

"Interested stockholder" defined.

Section
78.3788

"Issuing corporation" defined.

Section
78.3789

Delivery of offeror’s statement by acquiring person; contents of statement.

Section
78.3791

Approval of voting rights of acquiring person.

Section
78.3792

Redemption of control shares.

Section
78.3793

Rights of dissenting stockholders.

Section
78.4265

"Publicly traded corporation" defined.

Section
78.7502

Discretionary indemnification of directors, officers, employees and agents: General provisions.