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If youre going to drive a car, you had better learn the rules of the road, else you will probably turn out to be a hazard to all
around you as well as yourself. And so it is with the proper operation of a Nevada corporation.
Click
here
to obtain the full text of the Nevada Revised Statutes, Chapter 78, which governs all common C corporations.
Click
here
for an index of links to other chapters of the Nevada Revised Statutes, which deal with other corporate forms, including Limited Liability Companies (LLCs) and Limited Partnerships; as well as information relating to Trademarks and the Uniform Commercial Code.
NRS
78
Outline
Below, we have placed an outline of all of the headings contained in NRS 78, as an aid to help you locate specific information for
which you might be searching:
Title
7 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
CHAPTER
78 - PRIVATE CORPORATIONS
NRS
78.010 Definitions; construction.
NRS 78.015 Applicability of chapter; effect on corporations existing before April 1, 1925.
NRS 78.020 Limitations on incorporation under chapter; compliance with other laws.
NRS 78.025 Reserved power of state to amend or repeal chapter; chapter part of corporation's charter.
NRS 78.027 Corporate documents: Microfilming and return.
NRS 78.028 Filing of documents written in language other than English.
NRS 78.029 Procedure to submit replacement page to secretary of state before filing of document.
NRS 78.0295 Incorrect or defective document: Certificate of correction; effective date of correction.
NRS 78.030 Filing of articles of incorporation and certificate of acceptance of appointment of resident
agent.
NRS 78.035 Articles of incorporation: Required provisions.
NRS 78.037 Articles of incorporation: Optional provisions.
NRS 78.039 Name of corporation: Distinguishable name required; availability of
name of revoked, merged or otherwise terminated corporation; regulations.
NRS 78.040 Name of corporation: Reservation; injunctive relief.
NRS 78.045 Articles of incorporation: Approval or certification
required before filing of certain articles or amendments.
NRS 78.050 Commencement of corporate existence.
NRS 78.055 Acceptable evidence of incorporation.
POWERS
NRS
78.060 General powers.
NRS 78.065 Adoption and use of corporate seal or stamp.
NRS 78.070 Specific powers.
NRS 78.075 Railroad companies: Powers.
NRS 78.080 Railroad companies: Rights of way granted by the state, counties and
municipalities; limitations; reversion on abandonment; duties of companies.
NRS 78.085 Railroad companies: Filing of certified maps and profiles.
REGISTERED OFFICE AND RESIDENT AGENT
NRS
78.090 Resident agent required; address of registered office; powers of bank or corporation who is resident agent; penalty for noncompliance; service of documents on resident agent.
NRS 78.095 Change of address of resident agent and registered office.
NRS 78.097 Resignation of resident agent; notice to corporation of resignation; appointment of successor.
NRS 78.105 Maintenance of
records at registered office; inspection and copying of records; civil liability; penalties.
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.
NRS 78.110 Change of resident agent.
DIRECTORS
AND OFFICERS
NRS
78.115 Board of directors: Number and qualifications.
NRS 78.120 Board of directors: General powers.
NRS 78.125 Committees of board of directors: Designation; powers; names; membership.
NRS 78.130 Officers of corporation: Selection; qualifications; terms;
powers and duties; filling of vacancies.
NRS 78.135 Authority of directors and representatives of corporation.
NRS 78.138 Directors and officers: Exercise of powers, performance of duties, presumptions and
considerations.
NRS 78.139 Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.
NRS 78.140 Restrictions on transactions involving
interested directors or officers; compensation of directors.
ANNUAL
LIST OF OFFICERS AND DIRECTORS; DEFAULTING CORPORATIONS
NRS
78.150 Filing requirements; fee; forms. [Effective July 1, 2024.]
NRS 78.155 Certificate of authorization to transact business.
NRS 78.165 Addresses of officers and directors required; failure to file.
NRS 78.170 Defaulting corporations: Identification; penalty.
NRS 78.175 Defaulting corporations: Duties of secretary of state; revocation of charter and forfeiture of right to transact business; distribution of assets.
NRS 78.180 Defaulting corporations: Conditions and procedure for reinstatement.
NRS 78.185 Defaulting corporations: Reinstatement under old or new name; regulations.
STOCK
AND OTHER SECURITIES; DISTRIBUTIONS
NRS
78.191 "Distribution" defined.
NRS 78.195 Issuance of more than one class or series of stock; rights of stockholders.
NRS 78.1955 Establishment of matters regarding class or series of stock by resolution of board of directors.
NRS 78.196 Required and authorized classes or series of stock.
NRS 78.197 Rights of persons holding obligations of corporation.
NRS 78.200 Rights or options to purchase stock.
NRS 78.205 Fractions of shares: Issuance; alternatives to issuance.
NRS 78.207 Increase or decrease in number of authorized shares of class and series: Resolution by board of directors; vote of stockholders
required under certain circumstances.
NRS 78.209 Filing certificate of change in number of authorized shares of class and series; contents of certificate; articles of incorporation deemed amended.
NRS 78.211
Consideration for shares: Types; adequacy; effect of receipt; actions of corporation pending receipt in future.
NRS 78.215 Issuance of shares for consideration or as share dividend.
NRS 78.220 Subscription for corporate shares: Payment; collection on default; irrevocability.
NRS 78.225 Stockholder's liability: No individual liability except for payment for which shares were authorized to be
issued or which was specified in subscription agreement
NRS 78.230 Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.
NRS 78.235 Stock
certificates: Validation; facsimile signatures; uncertificated shares and informational statements.
NRS 78.240 Shares of stock are personal property; transfers.
NRS 78.242 Restrictions on transfer of stock.
NRS 78.245 Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations.
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.
NRS 78.257 Right of stockholders to inspect and audit financial records; exceptions.
NRS 78.265 Preemptive rights of stockholders in corporations organized before October 1, 2024.
NRS 78.267 Preemptive rights of stockholders in corporations organized on or after October 1, 2024.
NRS 78.275 Assessments on stock: Levy and collection; sale after default in payment.
NRS 78.280 Purchase by corporation of its own stock at assessment sale when no other available purchaser.
NRS 78.283 Treasury shares: Definition; limitations; retirement and disposal.
NRS 78.288 Distributions to stockholders.
NRS 78.295 Liability of directors for declaration of distributions.
NRS 78.300 Liability of directors for unlawful distributions.
NRS 78.307 "Investment company" and "open-end investment company" defined; redemption of shares by open-end investment
company.
MEETINGS,
ELECTIONS, VOTING AND NOTICE
NRS
78.310 Place of stockholders' and directors' meetings.
NRS 78.315 Directors' meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.
NRS 78.320 Stockholders' meetings: Quorum; consent for actions taken without
meeting; participation by telephone or similar method.
NRS 78.325 Actions at meetings not regularly called: Ratification and approval.
NRS 78.330 Directors: Election; classification; voting power.
NRS 78.335 Directors: Removal; filling of vacancies.
NRS 78.340 Failure to hold election of directors on regular day does not dissolve corporation.
NRS 78.345 Election of directors by order of court upon failure of regular election.
NRS 78.347 Application by stockholder for order of court appointing custodian or receiver; authority of custodian.
NRS
78.350 Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.
NRS 78.355 Stockholders' proxies.
NRS 78.360 Cumulative voting.
NRS 78.365 Voting trusts.
NRS 78.370 Notice to stockholders.
NRS 78.375 Waiver of notice.
ACQUISITION
OF CONTROLLING INTEREST
NRS
78.378 Applicability; imposition of stricter requirements; protection
of corporation and its stockholders.
NRS 78.3781 Definitions.
NRS 78.3782 "Acquiring person" defined.
NRS 78.3783 "Acquisition" defined.
NRS 78.3784 "Control shares" defined.
NRS 78.3785 "Controlling interest" defined.
NRS 78.3786 "Fair value" defined.
NRS 78.3787 "Interested stockholder" defined.
NRS 78.3788 "Issuing corporation" defined.
NRS 78.3789 Delivery of offeror's statement by acquiring person; contents of statement.
NRS 78.379 Voting rights of acquiring person; meeting of
stockholders; statements to accompany notice of meeting.
NRS 78.3791 Approval of voting rights of acquiring person.
NRS 78.3792 Redemption of control shares.
NRS 78.3793 Notice to stockholders; purchase of shares by corporation.
AMENDMENT
AND RESTATEMENT OF ARTICLES OF INCORPORATION
NRS
78.380 Amendment of articles before issuing stock.
NRS 78.385 Amendment of articles after issuing stock: Scope of amendments.
NRS 78.390 Amendment of articles after issuing stock: Procedure.
NRS 78.403 Restatement of articles.
COMBINATIONS
WITH INTERESTED STOCKHOLDERS
NRS
78.411 Definitions.
NRS 78.412 "Affiliate" defined.
NRS 78.413 "Associate" defined.
NRS 78.414 "Beneficial owner" defined.
NRS 78.416 "Combination" defined.
NRS 78.417 "Common shares" defined.
NRS 78.418 "Control," "controlling," "controlled by" and "under common control with" defined; presumption of control.
NRS 78.419 "Date of acquiring shares" defined.
NRS 78.421 "Date of announcement" defined.
NRS 78.422 "Date of consummation" defined.
NRS 78.423 "Interested stockholder" defined.
NRS 78.424 "Market value" defined.
NRS 78.426 "Preferred shares" defined.
NRS 78.427 "Resident domestic corporation" defined.
NRS 78.428 "Securities Exchange Act" defined.
NRS 78.429 "Share" defined.
NRS 78.431 "Subsidiary" defined.
NRS 78.432 "Voting shares" defined.
NRS 78.433 Applicability: Generally.
NRS 78.434 Applicability: Election not to be governed by provisions.
NRS 78.436 Applicability: Combination with inadvertent interested stockholder.
NRS 78.437 Applicability: Combination with stockholder who became interested before January 1, 2024
NRS 78.438 Combination
prohibited within 3 years after stockholder becomes interested; exception; action on proposal.
NRS 78.439 Authorized combinations: General requirements.
NRS 78.441 Authorized combinations: Consideration to
be received by disinterested holders of common shares.
NRS 78.442 Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares.
NRS 78.443 Authorized combinations: Required form and distribution of consideration.
NRS 78.444 Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested
stockholder.
SALE
OF ASSETS; DISSOLUTION AND WINDING UP
NRS
78.565 Sale, lease or exchange of assets: Conditions
NRS 78.570 Sale of property and franchise under decree of court.
NRS 78.575 Procedure for dissolution before payment of capital and beginning of business.
NRS 78.580 Procedure for dissolution after issuance of stock or beginning of business.
NRS 78.585 Continuation of corporation after dissolution for winding up business; limitation on actions by or against
dissolved corporation.
NRS 78.590 Trustees of dissolved corporation: Powers of directors.
NRS 78.595 Trustees of dissolved corporation: Authority to sue and be sued; joint and several responsibility.
NRS 78.600 Trustees or receivers for dissolved corporations: Appointment; powers.
NRS 78.605 Jurisdiction of district court.
NRS 78.610 Duties of trustees or receivers; payment and distribution to creditors and stockholders.
NRS 78.615 Abatement of pending actions; substitution of dissolution trustees or receivers
NRS 78.620 Dissolution or forfeiture of charter by decree of court; filing.
INSOLVENCY;
RECEIVERS AND TRUSTEES
NRS
78.622 Reorganization under federal law: Powers of corporation.
NRS 78.626 Notice: Petition in bankruptcy. Repealed.
NRS 78.627 Notice: Application for appointment of receiver or trustee. Repealed.
NRS 78.628 Notice: Application for dissolution of corporation. Repealed.
NRS 78.630 Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee;
hearing.
NRS 78.635 Appointment of receiver or trustee of insolvent corporation: Powers.
NRS 78.640 Property and privileges of insolvent corporation vest in appointed receiver.
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.
NRS 78.650 Stockholders' application for injunction and appointment
of receiver when corporation mismanaged.
NRS 78.655 Reorganization of corporation by majority of stockholders during receivership.
NRS 78.660 Powers of district court.
NRS 78.665 Receiver to take possession of corporate assets upon court order.
NRS 78.670 Inventory, list of debts and reports by receiver.
NRS 78.675 Creditors' proofs of claims; when participation barred; notice.
NRS 78.680 Creditors' claims to be in writing under oath; examination of claimants.
NRS 78.685 Action on creditors' claims; appeal of disallowed claims.
NRS 78.695 Substitution of receiver as a party; abatement of actions.
NRS 78.700 Sales of encumbered or deteriorating property.
NRS 78.705 Compensation, costs and expenses of receiver.
NRS 78.710 Distribution of money to creditors and stockholders.
NRS 78.715 Acts of majority of receivers effectual; removal and vacancies.
NRS 78.720 Employees' liens for wages when corporation insolvent.
REINCORPORATION;
RENEWAL AND REVIVAL OF CHARTERS
NRS
78.725 Domestic corporations in existence on April 1, 1925, may
reincorporate under this chapter.
NRS 78.730 Renewal or revival: Procedure; fee; certificate as evidence.
NRS 78.740 Renewal or revival: Status of corporation.
SUITS
AGAINST CORPORATIONS, DIRECTORS, OFFICERS,EMPLOYEES, AGENTS AND
STOCKHOLDERS
NRS
78.745 Action against stockholder for unpaid subscriptions; limitation
of action.
NRS 78.750 Service of process on corporations.
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
NRS 78.751 Authorization required
for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
NRS 78.752 Insurance and other financial arrangements against liability of directors,
officers, employees and agents.
SECRETARY
OF STATE: DUTIES AND FEES
NRS
78.755 Duties: Collection of fees; employment of new technology
to aid in performance.
NRS 78.760 Filing fees: Articles of incorporation.
NRS 78.765 Filing fees: Certificate changing number of authorized shares; amendment of articles; certificate of correction.
NRS 78.767 Filing fees: Certificates of restated articles of incorporation.
NRS 78.770 Filing fees: Articles of merger; articles of exchange.
NRS 78.780 Filing fees: Certificates of extension and dissolution.
NRS 78.785 Miscellaneous fees.
MISCELLANEOUS
PROVISIONS
NRS
78.795 Registration of natural person or corporation willing to
serve as resident agent for corporation, limited-liability company
or limited partnership.
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