CHAPTER 78 - PRIVATE CORPORATIONS INDEX

GENERAL PROVISIONS

NRS 7 8.010 Definitions; construction. [Effective through June 30, 2008.]

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

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 78.026 Form required for filing of records.

NRS 78.027 Corporate records: Microfilming; imaging; return.

NRS 78.028 Filing of records written in language other than English.

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

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

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

NRS 78.0298 Records or signatures maintained by corporation.

FORMATION

NRS 78.030 Filing requirements. [Effective through June 30, 2008.]

NRS 78.030 Filing requirements. [Effective July 1, 2008.]

NRS 78.035 Articles of incorporation: Required provisions. [Effective through June 30, 2008.]

NRS 78.035 Articles of incorporation: Required provisions. [Effective July 1, 2008.]

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. [Effective through December 31, 2007.]

NRS 78.045 Articles of incorporation: Approval or certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

NRS 78.050 Commencement of corporate existence. [Effective through June 30, 2008.]

NRS 78.050 Commencement of corporate existence. [Effective July 1, 2008.]

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 and recording 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 upon resident agent in lieu of corporation. [Effective through June 30, 2008.]

NRS 78.090 Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon registered agent in lieu of corporation. [Effective July 1, 2008.]

NRS 78.095 Change of address of resident agent and registered office. [Effective through June 30, 2008.]

NRS 78.097 Resident agent: Resignation; designation of successor after death, resignation or removal from State. [Effective through June 30, 2008.]

NRS 78.097 Resignation of registered agent or termination of commercial registered agent. [Effective July 1, 2008.]

NRS 78.105 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties. [Effective through June 30, 2008.]

NRS 78.105 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties. [Effective July 1, 2008.]

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 Resident agent: Revocation of appointment; change of name. [Effective through June 30, 2008.]

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; 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; liability to corporation and stockholders.

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 AND OTHER REQUIREMENTS; DEFAULTING CORPORATIONS

NRS 78.150 Filing requirements; fees; powers and duties of Secretary of State. [Effective through June 30, 2008.]

NRS 78.150 Filing requirements; fees; powers and duties of Secretary of State. [Effective July 1, 2008.]

NRS 78.152 List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 78.153 Additional filing requirements for certain corporations: Criteria; statement; fees.

NRS 78.155 Certificate of authorization to transact business.

NRS 78.165 Addresses of officers and directors required; failure to file. [Effective through June 30, 2008.]

NRS 78.170 Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty. [Effective through December 31, 2007.]

NRS 78.170 Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty. [Effective January 1, 2008.]

NRS 78.175 Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets. [Effective through June 30, 2008.]

NRS 78.175 Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets. [Effective July 1, 2008.]

NRS 78.180 Defaulting corporations: Conditions and procedure for reinstatement. [Effective through June 30, 2008.]

NRS 78.180 Defaulting corporations: Conditions and procedure for reinstatement. [Effective July 1, 2008.]

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; shares called for redemption.

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 78.2055 Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

NRS 78.207 Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

NRS 78.209 Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.

NRS 78.211 Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.

NRS 78.215 Issuance of shares for consideration or as share dividend.

NRS 78.220 Subscriptions for corporate shares: Payment; 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; replacement.

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, copy and audit financial records; exceptions; civil and criminal liability; penalty.

NRS 78.265 Preemptive rights of stockholders in corporations organized before October 1, 1991.

NRS 78.267 Preemptive rights of stockholders in corporations organized on or after October 1, 1991.

NRS 78.275 Assessments on stock: Levy and collection; sale after default in payment. [Effective through June 30, 2008.]

NRS 78.275 Assessments on stock: Levy and collection; sale after default in payment. [Effective July 1, 2008.]

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

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; terms; 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. [Effective through June 30, 2008.]

NRS 78.345 Election of directors by order of court upon failure of regular election. [Effective July 1, 2008.]

NRS 78.347 Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.

NRS 78.350 Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.

NRS 78.352 Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.

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 Rights of dissenting stockholders.

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 78.380 Amendment of articles before issuance of voting stock.

NRS 78.385 Scope of amendments.

NRS 78.390 Amendment of articles after issuance of stock: Procedure. [Effective through June 30, 2008.]

NRS 78.390 Amendment of articles after issuance of stock: Procedure. [Effective July 1, 2008.]

NRS 78.403 Restatement of articles. [Effective through June 30, 2008.]

NRS 78.403 Restatement of articles. [Effective July 1, 2008.]

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 78.421 “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 interested stockholder as of certain date.

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: Authority; vote of stockholders.

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 78.630 Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing. [Effective through June 30, 2008.]

NRS 78.630 Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing. [Effective July 1, 2008.]

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 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. [Effective through June 30, 2008.]

NRS 78.730 Renewal or revival: Procedure; fee; certificate as evidence. [Effective July 1, 2008.]

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 78.746 Action against stockholder by judgment creditor; limitations.

NRS 78.747 Liability of stockholder, director or officer for debt or liability of corporation.

NRS 78.750 Service of process on corporations. [Effective through June 30, 2008.]

NRS 78.750 Service of process on corporations. [Effective July 1, 2008.]

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; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal.

NRS 78.767 Filing fees: Certificates of restated articles of incorporation.

NRS 78.780 Filing fee: Certificate of dissolution.

NRS 78.785 Miscellaneous fees. [Effective through June 30, 2008.]

NRS 78.785 Miscellaneous fees. [Effective July 1, 2008.]

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. [Effective through June 30, 2008.]

NRS 78.795 Registration of natural person or corporation willing to serve as registered agent for corporation, limited-liability company or limited partnership. [Effective July 1, 2008.]

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