CHAPTER 78 - PRIVATE CORPORATIONS

Nevada Companies Act

Nevada - Private Corporations Nevada - Private Corporations Nevada - Private Corporations

SALE OF ASSETS; DISSOLUTION AND WINDING UP

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, including its goodwill and its corporate franchises, upon such terms and conditions as its board of directors may approve, when and as authorized by the affirmative vote of stockholders holding stock in the corporation entitling them to exercise at least a majority of the voting power.

2. Unless otherwise provided in the articles of incorporation, a vote of stockholders is not necessary:

(a) For a transfer of assets by way of mortgage, or in trust or in pledge to secure indebtedness of the corporation; or

(b) To abandon the sale, lease or exchange of assets.

[37:177:1925; NCL § 1636]-(NRS A 1989, 886; 1993, 973; 2001, 1376, 3199; 2007, 2420)

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 foreclosure of one or more mortgages, the court may order the sale to be made for the whole amount of indebtedness secured by the mortgage or mortgages, or for the amount of interest due under the mortgage or mortgages, subject to the payment by the purchaser of the outstanding indebtedness and interest secured thereby as they become due. In the latter event the court may, by proper orders, secure the assumption thereof by the purchaser. When a sale shall be ordered to be made, subject as aforesaid, the court shall direct the officer making such sale, in the event that the property and franchises offered do not sell for enough to pay the amount aforesaid, to sell the same free from encumbrances. Sales under this section shall be made on such credits as the court may deem proper.

[38:177:1925; NCL § 1637]

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 incorporation may dissolve a corporation by filing in the Office of the Secretary of State a certificate, signed by a majority of the incorporators or of the board of directors named in the articles of incorporation, stating that no part of the capital has been paid and the business has not begun, and thereupon the corporation is dissolved.

[73:177:1925; NCL § 1672]-(NRS A 1993, 973; 1995, 1114; 1999, 1591)

NRS 78.580 Procedure for dissolution after issuance of stock or beginning of business

1. If the board of directors of any corporation organized under this chapter, after the issuance of stock or the beginning of business, decides that the corporation should be dissolved, the board may adopt a resolution to that effect. If the corporation has issued no stock, only the directors need to approve the dissolution. If the corporation has issued stock, the directors must recommend the dissolution to the stockholders. The corporation shall notify each stockholder entitled to vote on dissolution, and the stockholders entitled to vote must approve the dissolution.

2. If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in subsection 1, the corporation shall file with the Office of the Secretary of State a certificate signed by an officer of the corporation setting forth that the dissolution has been approved by the directors, or by the directors and the stockholders, and a list of the names and addresses, either residence or business, of the corporation’s president, secretary and treasurer, or the equivalent thereof, and all of its directors.

3. The dissolution takes effect upon the filing of the certificate of dissolution or upon a later date specified in the certificate, which must be not more than 90 days after the date on which the certificate is filed.

[64:177:1925; NCL § 1663]-(NRS A 1963, 1391; 1979, 397; 1991, 1239; 1993, 973; 2001, 1376, 3199; 2003, 3105; 2003, 20th Special Session, 36)

NRS 78.585 Continuation of corporation after dissolution for winding up business; limitation on actions by or against dissolved corporation

The dissolution of a corporation does not impair any remedy or cause of action available to or against it or its directors, officers or shareholders arising before its dissolution and commenced within 2 years after the date of the dissolution. It continues as a body corporate for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or character by or against it and of enabling it gradually to settle and close its business, to collect and discharge its obligations, to dispose of and convey its property, and to distribute its assets, but not for the purpose of continuing the business for which it was established.

[65:177:1925]-(NRS A 1949, 170; 1955, 165; 1985, 1793)

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 trustees thereof, with full power to settle the affairs, collect the outstanding debts, sell and convey the property, real and personal, and divide the money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations.

2. After paying or adequately providing for the liabilities and obligations of the corporation, the trustees, with the written consent of stockholders holding stock in the corporation entitling them to exercise at least a majority of the voting power, may sell the remaining assets or any part thereof to a corporation organized under the laws of this or any other state, and take in payment therefor the stock or bonds, or both, of that corporation and distribute them among the stockholders of the liquidated corporation, in proportion to their interest therein. No such sale is valid as against any stockholder who, within 30 days after the mailing of notice to him of the sale, applies to the district court for an appraisal of the value of his interest in the assets so sold, and unless within 30 days after the appraisal is confirmed by the court the stockholders consenting to the sale, or some of them, pay to the objecting stockholder or deposit for his account, in the manner directed by the court, the amount of the appraisal. Upon the payment or deposit the interest of the objecting stockholder vests in the person or persons making the payment or deposit.

[66:177:1925; NCL § 1665]-(NRS A 1993, 974)

NRS 78.595 Trustees of dissolved corporation: Authority to sue and be sued; joint and several responsibility

The persons constituted trustees as provided in NRS 78.590 shall have authority to sue for and recover the debts and property therein mentioned, by the name of the trustees of the corporation, describing it by its corporate name, and shall be suable by the same name for the debts owing by the corporation at the time of its dissolution, and shall be jointly and severally responsible for such debts, to the amounts of the moneys and property of the corporation which shall come into their hands or possession.

[67:177:1925; NCL § 1666]

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, at any time, may either continue the directors trustees as provided in NRS 78.590, or appoint one or more persons to be receivers of and for the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes aforesaid.

[68:177:1925; NCL § 1667]

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 shall require.

[69:177:1925; NCL § 1668]

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 extent of their lawful priority, shall pay the other debts due from the corporation, if the funds in their hands shall be sufficient therefor, and if not, they shall distribute the same ratably among all the creditors who shall prove their debts in the manner that shall be directed by an order or decree of the court for that purpose. If there shall be any balance remaining after the payment of the debts and necessary expenses (or the making of adequate provision therefor), they shall distribute and pay the same to and among those who shall be justly entitled thereto, as having been stockholders of the corporation, or their legal representatives.

[70:177:1925; NCL § 1669]

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 court of record of this State against the corporation, the action shall not abate by reason thereof, but the dissolution of the corporation being suggested upon the record, and the names of the trustees or receivers of the corporation being entered upon the record, and notice thereof served upon the trustees or receivers, or if such service be impracticable upon the counsel of record in such case, the action shall proceed to final judgment against the trustees or receivers by the name of the corporation.

[71:177:1925; NCL § 1670]

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 Secretary of State.

[72:177:1925; NCL § 1671]

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