CHAPTER 78 - PRIVATE CORPORATIONS

Nevada Companies Act

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REINCORPORATION; RENEWAL AND REVIVAL OF CHARTERS

NRS 78.725 Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter

1. Any corporation organized and existing under the laws of this State on April 1, 1925, may reincorporate under this chapter, either under the same or a different name, by:

(a) Filing with the Secretary of State a certificate signed by its president and attested by its secretary and duly authorized by a meeting of the stockholders called for that purpose, setting forth the statements required in an original certificate of incorporation by NRS 78.035; and

(b) Surrendering the existing charter or certificate of incorporation of the corporation, and accepting the provisions of this chapter.

2. Upon the filing of the certificate, the corporation shall be deemed to be incorporated under this chapter and is entitled to and possesses all the privileges, franchises and powers as if originally incorporated under this chapter. All the properties, rights and privileges theretofore belonging to the corporation, which were acquired by gift, grant, conveyance, assignment or otherwise, are hereby ratified, approved and confirmed and assured to the corporation with like effect and to all intents and purposes as if the same had been originally acquired through incorporation under this chapter.

3. Any corporation reincorporating under this chapter is subject to all the contracts, duties and obligations theretofore resting upon the corporation whose charter or certificate of incorporation is thus surrendered or to which the corporation is then in any way liable.

[82:177:1925; NCL § 1681]—(NRS A 1971, 1105; 2003, 3106)

NRS 78.730 Renewal or revival: Procedure; fee; certificate as evidence. [Effective through June 30, 2008.]

1. Except as otherwise provided in NRS 78.152, any corporation which did exist or is existing under the laws of this State may, upon complying with the provisions of NRS 78.180, procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or existing charter, by filing:

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired.

(2) The name of the person designated as the resident agent of the corporation, his street address for the service of process, and his mailing address if different from his street address.

(3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue.

(5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.

(b) A list of its president, secretary and treasurer, or the equivalent thereof, and all of its directors and their addresses, either residence or business.

2. A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by an officer of the corporation. The certificate must be approved by a majority of the voting power of the shares.

3. A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by a person or persons designated or appointed by the stockholders of the corporation. The signing and filing of the certificate must be approved by the written consent of stockholders of the corporation holding at least a majority of the voting power and must contain a recital that this consent was secured. If no stock has been issued, the certificate must contain a statement of that fact, and a majority of the directors then in office may designate the person to sign the certificate. The corporation shall pay to the Secretary of State the fee required to establish a new corporation pursuant to the provisions of this chapter.

4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation therein named.

[93:177:1925]—(NRS A 1937, 4; 1953, 314; 1985, 1872; 1993, 975; 1995, 2100; 1997, 705; 1999, 1591; 2003, 3106; 2003, 20th Special Session, 37; 2007, 1319)

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

1. Except as otherwise provided in NRS 78.152, any corporation which did exist or is existing under the laws of this State may, upon complying with the provisions of NRS 78.180, procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or existing charter, by filing:

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired.

(2) The information required pursuant to NRS 77.310.

(3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue.

(5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.

(b) A list of its president, secretary and treasurer, or the equivalent thereof, and all of its directors and their addresses, either residence or business.

2. A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by an officer of the corporation. The certificate must be approved by a majority of the voting power of the shares.

3. A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by a person or persons designated or appointed by the stockholders of the corporation. The signing and filing of the certificate must be approved by the written consent of stockholders of the corporation holding at least a majority of the voting power and must contain a recital that this consent was secured. If no stock has been issued, the certificate must contain a statement of that fact, and a majority of the directors then in office may designate the person to sign the certificate. The corporation shall pay to the Secretary of State the fee required to establish a new corporation pursuant to the provisions of this chapter.

4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation therein named.

[93:177:1925]—(NRS A 1937, 4; 1953, 314; 1985, 1872; 1993, 975; 1995, 2100; 1997, 705; 1999, 1591; 2003, 3106; 2003, 20th Special Session, 37; 2007, 1319, 2649, effective July 1, 2008)

NRS 78.740 Renewal or revival: Status of corporation

1. Any corporation existing on or incorporated after April 1, 1925, desiring to renew or revive its corporate existence, upon complying with the provisions of this chapter, is and continues for the time stated in its certificate of renewal to be a corporation, and in addition to the rights, privileges and immunities conferred by its original charter, possesses and enjoys all the benefits of this chapter that are applicable to the nature of its business, and is subject to the restrictions and liabilities by this chapter imposed on such corporations.

2. Except as otherwise provided in NRS 78.185, a renewal or revival pursuant to NRS 78.730 relates back to the date on which the corporation’s charter expired or was revoked and renews or revives the corporation’s charter and right to transact business as if such right had at all times remained in full force and effect.

[95:177:1925; NCL § 1694]—(NRS A 1993, 976; 2007, 2421)

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