CHAPTER 78 - PRIVATE CORPORATIONS - General Provisions

Nevada Companies Act

Nevada - Private CorporationsNevada - Private Corporations

GENERAL PROVISIONS

NRS 78.010 Definitions; construction. [Effective through June 30, 2008.]

1. As used in this chapter:

(a) "Approval” and "vote” as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent.

(b) "Articles,” "articles of incorporation” and "certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.180, 78.185, 78.1955, 78.209, 78.380, 78.385, 78.390, 78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwise requires, these terms include restated articles and certificates of incorporation.

(c) "Directors” and "trustees” are synonymous terms.

(d) "Receiver” includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.

(e) "Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(f) "Registered office” means the office maintained at the street address of the resident agent.

(g) "Resident agent” means the agent appointed by the corporation upon whom process or a notice or demand authorized by law to be served upon the corporation may be served.

(h) "Sign” means to affix a signature to a record.

(i) "Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

(j) "Stockholder of record” means a person whose name appears on the stock ledger of the corporation.

(k) "Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process.

2. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter.

[Part 47:177:1925; NCL § 1646] + [83:177:1925; A 1931, 415; 1931 NCL § 1682]—(NRS A 1965, 216; 1977, 184; 1989, 871; 1991, 1207; 1993, 944; 1995, 2093; 1997, 695; 1999, 1576; 2001, 101, 138, 2722, 3199; 2003, 48, 3077)

NRS 78.010 Definitions; construction. [Effective July 1, 2008.]

1. As used in this chapter:

(a) "Approval” and "vote” as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent.

(b) "Articles,” "articles of incorporation” and "certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.180, 78.185, 78.1955, 78.209, 78.380, 78.385, 78.390, 78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwise requires, these terms include restated articles and certificates of incorporation.

(c) "Directors” and "trustees” are synonymous terms.

(d) "Principal office” means the office, in or out of this State, where the principal executive offices of a domestic or foreign corporation are located.

(e) "Receiver” includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.

(f) "Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(g) "Registered agent” has the meaning ascribed to it in NRS 77.230.

(h) "Registered office” means the office maintained at the street address of the registered agent.

(i) "Sign” means to affix a signature to a record.

(j) "Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719100.

(k) "Stockholder of record” means a person whose name appears on the stock ledger of the corporation.

(l) "Street address” of a registered agent means the actual physical location in this State at which a registered agent is available for service of process.

2. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter.

[Part 47:177:1925; NCL § 1646] + [83:177:1925; A 1931, 415; 1931 NCL § 1682]—(NRS A 1965, 216; 1977, 184; 1989, 871; 1991, 1207; 1993, 944; 1995, 2093; 1997, 695; 1999, 1576; 2001, 101, 1358, 2722, 3199; 2003, 48, 3077; 2007, 2639, effective July 1, 2008)

NRS 78.015 Applicability of chapter; effect on corporations existing before April 1, 1925

1. The provisions of this chapter apply to:

(a) Corporations organized in this State on or after October 1, 1991, except:

(1) Where the provisions of chapters 80, 84 and 89 of NRS are inconsistent with the provisions of this chapter;

(2) Corporations expressly excluded by the provisions of this chapter; and

(3) Corporations governed by the provisions of NRS 81.170 to 81.540, inclusive, and chapter 82 of NRS.

(b) Corporations whose charters are renewed or revived in the manner provided in NRS 78.730.

(c) Corporations organized and still existing under this chapter before October 1, 1991, or any prior act or any amendment thereto.

(d) Close corporations, unless otherwise provided in chapter 78A of NRS.

(e) All insurance companies, mutual fire insurance companies, surety companies, express companies, railroad companies, and public utility companies now existing and formed before October 1, 1991, under any other act or law of this State, subject to any special provisions concerning any class of corporations inconsistent with the provisions of this chapter, in which case the special provisions continue to apply.

2. Neither the existence of corporations formed or existing before April 1, 1925, nor any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on April 1, 1925, are affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, nor by the amendment or repeal of any laws under which such prior existing corporations were formed or created.

NRS 78.020 Limitations on incorporation under chapter; compliance with other laws

1. Insurance companies, mutual fire insurance companies, surety companies, express companies and railroad companies may be formed under this chapter, but such a corporation may not:

(a) Transact any such business within this State until it has first complied with all laws concerning or affecting the right to engage in such business.

(b) Infringe the laws of any other state or country in which it may intend to engage in business, by so incorporating under this chapter.

2. No trust company, savings and loan association, thrift company or corporation organized for the purpose of conducting a banking business may be organized under this chapter.

NRS 78.025 Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter

This chapter may be amended or repealed at the pleasure of the Legislature, and every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all stockholders of such corporation shall be bound by such amendment; but such amendment or repeal shall not take away or impair any remedy against any corporation, or its officers, for any liability which shall have been previously incurred. This chapter, and all amendments thereof, shall be a part of the charter of every corporation, except so far as the same are inapplicable and inappropriate to the objects of the corporation.

[2:177:1925; NCL § 1601]

NRS 78.026 Form required for filing of records

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.

2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.

3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:

(a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and

(b) Unless otherwise provided in the record, the provisions of the record control in every other situation.

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.

NRS 78.027 Corporate records: Microfilming; imaging; return

The Secretary of State may microfilm or image any record which is filed in his office with respect to a corporation pursuant to this chapter and may return the original record to the corporation.

NRS 78.028 Filing of records written in language other than English

No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.

NRS 78.029 Procedure to submit replacement page to Secretary of State before actual filing of record

Before the issuance of stock an incorporator, and after the issuance of stock an officer, of a corporation may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record.

NRS 78.0295 Correction of inaccurate or defective record filed with Secretary of State

1. A corporation may correct a record filed in the Office of the Secretary of State with respect to the corporation if the record contains an inaccurate description of a corporate action or if the record was defectively signed, attested, sealed, verified or acknowledged.

2. To correct a record, the corporation must:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

(2) Describes the record, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the record in an accurate or corrected form; and

(5) Is signed by an officer of the corporation or, if no stock has been issued by the corporation, by the incorporator or a director of the corporation.

(b) Deliver the certificate to the Secretary of State for filing.

(c) Pay a filing fee of $175 to the Secretary of State.

3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.

NRS 78.0297 Corporate records: Manner of storage; conversion into clear and legible paper form; admissibility in evidence

1. Except as otherwise provided by federal or state law, any records maintained by a corporation in its regular course of business, including, without limitation, its stock ledger, books of account and minute books, may be kept on, by means of or be in the form of, any information processing system or other information storage device or medium.

2. A corporation shall convert within a reasonable time any records kept in the manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to inspect the records maintained by the corporation pursuant to any provision of this chapter.

3. A clear and legible paper form produced from records kept in the manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information provided that the paper form portrays the record accurately.

NRS 78.0298 Records or signatures maintained by corporation

1. No record or signature maintained by a corporation is required to be created, generated, sent, communicated, received, stored or otherwise processed or used by electronic means or in electronic form.

2. The corporation may refuse to accept or conduct any transaction or create, generate, send, communicate, receive, store or otherwise process, use or accept any record or signature by electronic means or in electronic form.

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