reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.153 - Additional filing requirements for certain corporations: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 78.150, a corporation that meets the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.
2. A corporation must submit a statement pursuant to this section if the corporation, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within this State for any product sold or distributed by the corporation within this State; and
(b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the corporation, its parent or its subsidiaries in any jurisdiction within the United States, including all state and federal investigations:
(1) Which concern any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similar activities prohibited by a substantially similar law of another jurisdiction; and
(2) Which resulted in the corporation being fined or otherwise penalized or which resulted in the corporation being required to divest any holdings or being unable to acquire any holdings as a condition for the settlement, dismissal or resolution of those investigations.
3. A corporation that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation.
(d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the corporation and whether the corporation was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General’s Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440.
(Added to NRS by 2003, 927; A 2021, 3545)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.155 - Certificate of authorization to transact business.

If a corporation has filed the initial or annual list in compliance with NRS 78.150 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the corporation constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its incorporation occurs in the next succeeding calendar year.
[2:180:1925; A 1931, 408; 1931 NCL § 1805]—(NRS A 1959, 684; 1981, 62; 1983, 689; 1993, 953; 1999, 1582; 2001, 3173; 2003, 20th Special Session, 31)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.170 - Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.

1. Each corporation which is required to make a filing and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, and which refuses or neglects to do so within the time provided shall be deemed in default.
2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185.
3. For default there must be added to the amount of the fee a penalty of $75. The fee and penalty must be collected as provided in this chapter.
[4:180:1925; A 1931, 408; 1931 NCL § 1807]—(NRS A 1977, 401, 606; 1979, 185; 1983, 690; 1985, 233; 1989, 976; 1991, 1219; 1995, 1113; 2001, 3173; 2003, 929; 2003, 20th Special Session, 32; 2007, 2281)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.175 - Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each corporation deemed in default pursuant to NRS 78.170. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
2. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the corporation is revoked and its right to transact business is forfeited.
3. The Secretary of State shall compile a complete list containing the names of all corporations whose right to transact business has been forfeited.
4. The Secretary of State shall forthwith notify, by providing written notice to its registered agent, each corporation specified in subsection 3 of the forfeiture of its charter. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
5. If the charter of a corporation is revoked and the right to transact business is forfeited as provided in subsection 2, all the property and assets of the defaulting domestic corporation must be held in trust by the directors of the corporation as for insolvent corporations, and the same proceedings may be had with respect thereto as are applicable to insolvent corporations. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the charter, the proceedings must at once be dismissed and all property restored to the officers of the corporation.
6. Where the assets are distributed, they must be applied in the following manner:
(a) To the payment of the filing fee, penalties incurred and costs due the State;
(b) To the payment of the creditors of the corporation; and
(c) Any balance remaining, to distribution among the stockholders.
[Part 5:180:1925; NCL § 1808]—(NRS A 1957, 152; 1959, 59; 1973, 1026; 1977, 606; 1979, 185; 1991, 1219; 1995, 1113; 2001, 1360, 3199; 2003, 20th Special Session, 32; 2007, 2645)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.180 - Defaulting corporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4 and NRS 78.152, the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the corporation its right to carry on business in this State, and to exercise its corporate privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by NRS 78.150;
(2) The statement required by NRS 78.153, if applicable;
(3) The information required pursuant to NRS 77.310; and
(4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the corporation or, if the corporation does not have a board of directors, the equivalent of such a board; and
(b) Except as otherwise provided in NRS 231.14057, pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 78.150 and 78.170 for each year or portion thereof during which it failed to file each required annual list in a timely manner;
(2) The fee set forth in NRS 78.153, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the corporation, the Secretary of State shall issue to the corporation a certificate of reinstatement if the corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 7 of NRS 78.785.
3. Except as otherwise provided in NRS 231.14057, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the charter occurred only by reason of failure to pay the fees and penalties.
4. If a corporate charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.
5. Except as otherwise provided in NRS 78.185, a reinstatement pursuant to this section relates back to the date on which the corporation forfeited its right to transact business under the provisions of this chapter and reinstates the corporation’s right to transact business as if such right had at all times remained in full force and effect.
[6:180:1925; A 1927, 42; NCL § 1809]—(NRS A 1959, 60; 1973, 1027; 1975, 477; 1977, 402; 1985, 234, 1871; 1991, 1220; 1993, 953; 1995, 1114; 1997, 2808; 2001, 1360, 3173, 3199; 2003, 20th Special Session, 33; 2007, 1316, 2416, 2645; 2013, 841; 2019, 918)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.185 - Defaulting corporations: Reinstatement or revival under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a corporation applies to reinstate or revive its charter but its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the corporation shall in its application for reinstatement submit in writing to the Secretary of State some other name under which it desires its corporate existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the corporation under that new name. Upon the issuance of a certificate of reinstatement or revival under that new name, the articles of incorporation of the applying corporation shall be deemed to reflect the new name without the corporation having to comply with the provisions of NRS 78.385, 78.390 or 78.403.
2. If the applying corporation submits the written, acknowledged consent of the artificial person having a name, or the person who has reserved a name, which is not distinguishable from the old name of the applying corporation or a new name it has submitted, it may be reinstated or revived under that name.
3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.
[7:180:1925; NCL § 1810]—(NRS A 1961, 94; 1987, 1057; 1991, 1221; 1993, 953; 1997, 2809; 1999, 1582; 2003, 3086; 2003, 20th Special Session, 33; 2007, 1317, 2417)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.191 - "Distribution" defined.

As used in NRS 78.191 to 78.307, inclusive, unless the context otherwise requires, the word "distribution" means a direct or indirect transfer of money or other property, other than its own shares or the incurrence of indebtedness by a corporation, to or for the benefit of all holders of shares of any one or more classes or series of the capital stock of the corporation, with respect to such shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise.
(Added to NRS by 1991, 1185; A 2021, 1503)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.200 - Rights or options to purchase stock.

1. A corporation may create and issue rights or options entitling the holders thereof to purchase from the corporation any shares of its stock of any class or classes to be evidenced by or in such instrument or instruments as are approved by the board of directors.
2. The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price or prices, including a formula by which such price or prices may be determined, at which any such shares may be purchased from the corporation upon the exercise of any such right or option may be fixed and stated in the articles of incorporation or in a resolution or resolutions adopted by the board of directors providing for the creation and issue of the rights or options, and, in every case, set forth or incorporated by reference in the instrument or instruments evidencing the rights or options. The judgment of the board of directors as to the consideration for such rights or options issued is conclusive in the absence of actual fraud in the transaction.
3. The board of directors may authorize one or more officers of the corporation to:
(a) Designate the persons to be recipients of rights or options created by the corporation; and
(b) Determine the number of rights or options to be received by the persons designated pursuant to paragraph (a).
4. The authorization pursuant to subsection 3 must specify the maximum number of rights or options the officer or officers may award. The board of directors may not authorize an officer to designate himself or herself as a recipient of the rights or options.
[11(a):177:1925; added 1949, 158; 1943 NCL § 1610.01]—(NRS A 1991, 1223; 1993, 955; 2003, 3088)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.205 - Fractions of shares: Issuance; alternatives to issuance.

1. A corporation is not obligated to but may sign and deliver a certificate for or including a fraction of a share.
2. In lieu of signing and delivering a certificate for a fraction of a share, a corporation may:
(a) Pay to any person otherwise entitled to become a holder of a fraction of a share an amount in cash based on a per share value, and that value or the method of determining that value must be specified in the articles, plan of reorganization, plan of merger or exchange, resolution of the board of directors, or other instrument pursuant to which the fractional share would otherwise be issued;
(b) Issue such additional fraction of a share as is necessary to increase the fractional share to a full share; or
(c) Sign and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip. The scrip may provide that it becomes void unless the rights of the holders are exercised within a specified period and may contain any other provisions or conditions that the corporation deems advisable. Whenever any scrip ceases to be exchangeable for full share certificates, the shares that would otherwise have been issuable as provided on the scrip are deemed to be treasury shares unless the scrip contains other provisions for their disposition.
3. If any proposed corporate action pursuant to this section would result in only money being paid or scrip being issued to stockholders who:
(a) Before the proposed corporate action becomes effective, in the aggregate hold 1 percent or more of the outstanding shares of the affected class or series; and
(b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares,
any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive, and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.
[11(b):177:1925; added 1953, 180]—(NRS A 1979, 1160; 1993, 956; 2001, 1364, 3199; 2003, 3089; 2005, 2178; 2009, 1675; 2019, 91)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › 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.

1. A change pursuant to NRS 78.207 is not effective until after the filing in the Office of the Secretary of State of a certificate, signed by an officer of the corporation, setting forth:
(a) The number of authorized shares and the par value, if any, of each affected class or, if applicable, each affected series of shares before the change;
(b) The number of authorized shares and the par value, if any, of each affected class or, if applicable, each affected series of shares after the change;
(c) The number of shares of each affected class or, if applicable, each affected series to be issued after the change in exchange for each issued share of the same class or series;
(d) The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby; and
(e) That any required approval of the stockholders has been obtained.
The provisions in the articles of incorporation of the corporation regarding the authorized number and par value, if any, of the changed class or, if applicable, the changed series of shares shall be deemed amended as provided in the certificate at the effective date and time of the change.
2. Unless an increase or decrease of the number of authorized shares pursuant to NRS 78.207 is accomplished by an action that otherwise requires an amendment to the articles of incorporation of the corporation, such an amendment is not required by that section.
3. A certificate filed pursuant to subsection 1 is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
4. If a certificate filed pursuant to subsection 1 specifies a later effective date, the board of directors may terminate the effectiveness of the certificate by resolution and a certificate of termination must:
(a) Be filed with the Secretary of State before the effective date specified in the certificate filed pursuant to subsection 1;
(b) Identify the certificate being terminated;
(c) State that the effectiveness of the certificate has been terminated;
(d) Be signed by an officer of the corporation; and
(e) Be accompanied by the fee required pursuant to NRS 78.765.
5. When any certificate filed pursuant to subsection 1 becomes effective, it shall have the effect of amending the articles of incorporation, but NRS 78.380, 78.385 and 78.390 do not apply to a certificate of change filed pursuant to this section.
(Added to NRS by 1997, 694; A 2001, 1365, 3199; 2005, 2179; 2011, 2773; 2015, 3225)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.211 - Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.

1. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including, but not limited to, cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. The nature and amount of such consideration may be made dependent upon a formula approved by the board of directors or upon any fact or event which may be ascertained outside the articles of incorporation or the resolution providing for the issuance of the shares adopted by the board of directors if the manner in which a fact or event may operate upon the nature and amount of the consideration is stated in the articles of incorporation or the resolution. The judgment of the board of directors as to the consideration received for the shares issued is conclusive in the absence of actual fraud in the transaction.
2. When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid. Shares that are issued are outstanding shares unless such shares are treasury shares.
3. The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make any other arrangements to restrict the transfer of the shares. The corporation may credit distributions made for the shares against their purchase price, until the services are performed, the benefits are received or the promissory note is paid. If the services are not performed, the benefits are not received or the promissory note is not paid, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.
4. For the purposes of this section, "benefit to the corporation" includes, without limitation, the authorization of the issuance of shares to up to 100 persons without consideration for the sole purpose of qualifying the corporation as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto.
(Added to NRS by 1991, 1186; A 1993, 958; 2001, 1366, 3199; 2005, 2179; 2015, 3226)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.215 - Issuance of shares for consideration or as share dividend.

1. A corporation may issue and dispose of its authorized shares for such consideration as may be prescribed in the articles of incorporation or, if no consideration is so prescribed, then for such consideration as may be fixed by the board of directors.
2. If a consideration is prescribed for shares without par value, that consideration must not be used to determine the fees required for filing articles of incorporation pursuant to NRS 78.760.
3. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s stockholders or to the stockholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
4. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(a) The articles of incorporation so authorize;
(b) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(c) There are no outstanding shares of the class or series to be issued.
5. If the board of directors does not fix the record date for determining stockholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
[13:177:1925; NCL § 1612]—(NRS A 1975, 478; 1991, 1225; 1993, 958)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.220 - Subscriptions for corporate shares: Payment; default; irrevocability.

1. Subscriptions to the shares of a corporation, whether made before or after its organization, must be paid in full at such time or in such installments at such times as determined by the board of directors. Any call made by the board of directors for payment on subscriptions must be uniform as to all shares of the same class or series.
2. If default is made in the payment of any installment or call, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. In addition, the corporation may sell a sufficient number of the subscriber’s shares at public auction to pay for the installment or call and any incidental charges incurred as a result of the sale. No penalty causing a forfeiture of a subscription, of stock for which a subscription has been signed, or of amounts paid thereon, may be declared against any subscriber unless the amount due remains unpaid for 30 days after written demand. Such written demand shall be deemed made when it is mailed by registered or certified mail, return receipt requested, to the subscriber’s last known address. If any of the subscriber’s shares are sold at public auction, any excess of the proceeds over the total of the amount due plus any incidental charges of the sale must be paid to the subscriber or the subscriber’s legal representative. If an action is brought to recover the amount due on a subscription or call, any judgment in favor of the corporation must be reduced by the amount of the net proceeds of any sale by the corporation of the subscriber’s stock.
3. All stock subject to a delinquent installment or call and all amounts previously paid by a delinquent subscriber for the stock must be forfeited to the corporation if an amount due from a subscriber remains unpaid, the corporation has complied with the requirements of subsection 2 and:
(a) A bidder does not purchase the subscriber’s shares at public auction; or
(b) The corporation does not collect the defaulted amount by an action at law.
4. If a receiver of a corporation has been appointed, all unpaid subscriptions must be paid at such times and in such installments as the receiver or the court may direct, subject, however, to the provisions of the subscription contract.
5. A subscription for shares of a corporation to be organized is irrevocable for 6 months unless otherwise provided by the subscription agreement or unless all of the subscribers consent to the revocation of the subscription.
[14:177:1925; NCL § 1613]—(NRS A 1977, 651; 2001, 1367, 3199; 2003, 3091)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › 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.

Unless otherwise provided in the articles of incorporation, no stockholder of any corporation formed under the laws of this State is individually liable for the debts or liabilities of the corporation. A purchaser of shares of stock from the corporation is not liable to the corporation or its creditors with respect to the shares, except to pay the consideration for which the shares were authorized to be issued or which was specified in the written subscription agreement.
[15:177:1925; A 1929, 413; NCL § 1614]—(NRS A 1991, 1225)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.230 - Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.

1. No person holding shares in any corporation as collateral security shall be personally liable as a stockholder.
2. No executor, administrator, guardian or trustee, unless he or she, without authorization, shall have voluntarily invested the trust funds in such shares, shall be personally liable as a stockholder, but the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable.
[16:177:1925; NCL § 1615]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.240 - Shares of stock are personal property; transfers.

The shares of stock in every corporation shall be personal property and shall be transferable on the books of the corporation, in such manner and under such regulations as may be provided in the bylaws, and as provided in chapters 104 to 104C, inclusive, of NRS.
[Part 18:177:1925; A 1929, 413; 1937, 8; 1931 NCL § 1617]—(NRS A 1965, 917)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.245 - Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exceptions.

1. Except as otherwise provided in subsection 2, no stocks, bonds or other securities issued by any corporation organized under this chapter, nor the income or profits therefrom, nor the transfer thereof by assignment, descent, testamentary disposition or otherwise, shall be taxed by this State when such stocks, bonds or other securities shall be owned by nonresidents of this State or by foreign corporations.
2. The provisions of subsection 1 do not apply to the commerce tax imposed pursuant to chapter 363C of NRS or the tax imposed pursuant to chapter 363D of NRS.
[87:177:1925; A 1929, 413; NCL § 1686]—(NRS A 2015, 2906; 2021, 1286)
2023 Nevada Revised Statutes › Chapter 78 - Private 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.

1. When the articles of incorporation are amended in any way affecting the statements contained in certificates for outstanding shares or informational statements sent pursuant to NRS 78.235, or it becomes desirable for any reason, in the discretion of the board of directors, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the board of directors may send additional informational statements as provided in NRS 78.235 and order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the board of directors.
2. Such an order may provide that the holder of any certificate so ordered to be surrendered is not entitled to vote or to receive distributions or exercise any of the other rights of stockholders of record until the holder of the certificate has complied with the order, but the order operates to suspend such rights only after notice and until compliance.
3. The duty to surrender any outstanding certificates may also be enforced by action at law.
[18a:177:1925; added 1937, 8; 1931 NCL § 1617.01]—(NRS A 1987, 580; 1993, 960)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.265 - Preemptive rights of stockholders in corporations organized before October 1, 1991.

1. The provisions of this section apply to corporations organized in this State before October 1, 1991.
2. Except to the extent limited or denied by this section or the articles of incorporation, shareholders have a preemptive right to acquire unissued shares, treasury shares or securities convertible into such shares.
3. Unless otherwise provided in the articles of incorporation:
(a) A preemptive right does not exist:
(1) To acquire any shares issued to directors, officers or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote or when authorized by a plan approved by such a vote of shareholders;
(2) To acquire any shares sold for a consideration other than cash;
(3) To acquire any shares issued at the same time that the shareholder who claims a preemptive right acquired his or her shares;
(4) To acquire any shares issued as part of the same offering in which the shareholder who claims a preemptive right acquired his or her shares; or
(5) To acquire any shares, treasury shares or securities convertible into such shares, if the shares or the shares into which the convertible securities may be converted are upon issuance registered pursuant to section 12 of the Securities Exchange Act, 15 U.S.C. § 78l.
(b) Holders of shares of any class that is preferred or limited as to dividends or assets are not entitled to any preemptive right.
(c) Holders of common stock are not entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock.
(d) Holders of common stock without voting power have no preemptive right to shares of common stock with voting power.
(e) The preemptive right is only an opportunity to acquire shares or other securities upon such terms as the board of directors fixes for the purpose of providing a fair and reasonable opportunity for the exercise of such right.
[23:177:1925; NCL § 1622]—(NRS A 1977, 909; 1987, 581; 1991, 1227; 2021, 1504)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.267 - Preemptive rights of stockholders in corporations organized on or after October 1, 1991.

1. The provisions of this section apply to corporations organized in this State on or after October 1, 1991.
2. The stockholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.
3. A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" or words of similar import have the following effects unless the articles of incorporation otherwise provide:
(a) The stockholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.
(b) A stockholder may waive a preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(c) There is no preemptive right with respect to:
(1) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;
(2) Shares issued to satisfy rights of conversion or options created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;
(3) Shares authorized in articles of incorporation which are issued within 6 months from the effective date of incorporation; or
(4) Shares sold otherwise than for money.
(d) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
(e) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
(f) Shares subject to preemptive rights that are not acquired by stockholders may be issued to any person for 1 year after being offered to stockholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the stockholders’ preemptive rights.
4. As used in this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
(Added to NRS by 1991, 1187)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.275 - Assessments on stock: Levy and collection; sale after default in payment.

1. The directors may at such times and in such amount, as they may from time to time deem the interest of the corporation to require, levy and collect assessments upon the assessable stock of the corporation in the manner provided in this section.
2. Notice of each assessment must be given to the stockholders personally, or by publication once a week for at least 4 weeks, in some newspaper published in the county in which the principal office of the corporation is located or, if the principal office of the corporation is not located in this State, in the county in which the corporation’s registered office is located, and in a newspaper published in the county wherein the property of the corporation is situated if in this State.
3. If, after the notice has been given, any stockholder defaults in the payment of the assessment upon the shares held by the stockholder, so many of those shares may be sold as will be necessary for the payment of the assessment upon all the shares held by the stockholder, together with all costs of advertising and expenses of sale. The sale of the shares must be made at the office of the corporation at public auction to the highest bidder, after a notice thereof published for 4 weeks as directed in this section, and a copy of the notice mailed to each delinquent stockholder if his or her address is known 4 weeks before the sale. At the sale the person who offers to pay the assessment so due, together with the expenses of advertising and sale, for the smallest number of shares, or portion of a share, as the case may be, shall be deemed the highest bidder.
[Part 74:177:1925; NCL § 1673]—(NRS A 1993, 960; 2007, 2646; 2009, 1678)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.280 - Purchase by corporation of its own stock at assessment sale when no other available purchaser.

1. Every corporation in this State may, whenever at any assessment sale of the stock of the corporation no person will take the stock and pay the assessment, or amount unpaid and due thereon and costs, purchase such stock and hold the stock for the benefit of the corporation.
2. All purchases of its own stock by any corporation in this State which have been previously made at assessment sales whereat outside persons have failed to bid, and which purchases were for the amount of assessments due, and costs or otherwise, are valid, and vest the legal title to the stock in the corporation.
3. The stock so purchased is subject to the control of the remaining stockholders, who may dispose of the stock as they may deem fit.
4. Whenever any portion of the stock of any corporation is held by the corporation by purchase or otherwise, a majority of the remaining shares of stock in the corporation is a majority of the shares of the stock in the incorporated company, for all purposes of election or voting on any question before a stockholders’ meeting.
[Part 74:177:1925; NCL § 1673]—(NRS A 1993, 2764)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.283 - Treasury shares: Definition; limitations; retirement and disposal.

1. As used in this section, "treasury shares" means shares of a corporation issued and thereafter acquired by the corporation or another entity, the majority of whose outstanding voting power to elect its general partner, directors, managers or members of the governing body is beneficially held, directly or indirectly, by the corporation, which have not been retired or restored to the status of unissued shares.
2. Treasury shares held by the corporation do not carry voting rights or participate in distributions, may not be counted as outstanding shares for any purpose and may not be counted as assets of the corporation for the purpose of computing the amount available for distributions.
3. Treasury shares held by another entity, the majority of whose outstanding voting power to elect its general partner, directors, managers or members of the governing body is beneficially held, directly or indirectly, by the corporation, do not carry voting rights and, unless otherwise determined by the board of directors of the corporation, do not participate in distributions, may not be counted as outstanding shares for any purpose and may not be counted as assets of the entity.
4. Unless the articles of incorporation provide otherwise, treasury shares may be retired and restored to the status of authorized and unissued shares without an amendment to the articles of incorporation or may be disposed of for such consideration as the board of directors may determine.
5. This section does not limit the right of a corporation to vote its shares held by it in a fiduciary capacity.
(Added to NRS by 1959, 682; A 1981, 1890; 1991, 1228; 1997, 701; 2005, 2181)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.300 - Liability of directors for unlawful distributions.

1. The directors of a corporation shall not make distributions except as provided by this chapter.
2. Except as otherwise provided in subsection 3 and NRS 78.138, in case of any violation of the provisions of this section, the directors under whose administration the violation occurred are jointly and severally liable, at any time within 3 years after each violation, to the corporation, and, in the event of its dissolution or insolvency, to its creditors at the time of the violation, or any of them, to the lesser of the full amount of the distribution made or of any loss sustained by the corporation by reason of the distribution.
3. The liability imposed pursuant to subsection 2 does not apply to a director who caused his or her dissent to be entered upon the minutes of the meeting of the directors at the time the action was taken or who was not present at the meeting and caused his or her dissent to be entered on learning of the action.
[75:177:1925; A 1931, 415; 1949, 158; 1943 NCL § 1674]—(NRS A 1987, 83; 1991, 1229; 2001, 3174; 2021, 1506)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.307 - "Investment company" and "open-end investment company" defined; redemption of shares by open-end investment company.

1. As used in this section, unless the context requires otherwise:
(a) "Investment company" means any corporation, trust, association or fund which is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities, and whose assets are invested principally in cash or in securities of other issuers.
(b) "Open-end investment company" means any investment company which issues one or more series or classes of securities under the terms of which the holder of the security, upon presentation thereof to the issuer, is entitled to receive approximately his or her proportionate share of the current net assets of the issuer applicable to such series or class, or the cash equivalent thereof.
2. An open-end investment company may, from time to time, redeem its shares, in accordance with their terms, at approximately the proportionate share of the current net assets of the issuer applicable to such shares, or the cash equivalent thereof.
(Added to NRS by 1961, 174)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.310 - Stockholders’ and directors’ meetings: Location; authority to call.

1. Meetings of stockholders and directors of any corporation organized pursuant to the provisions of this chapter may be held within or without this State, in the manner provided by the bylaws of the corporation. The articles of incorporation may designate any place or places where such stockholders’ or directors’ meetings may be held, but in the absence of any provision therefor in the articles of incorporation, then the meetings must be held within or without this State, as directed from time to time by the bylaws of the corporation.
2. Unless otherwise provided in the articles of incorporation or bylaws, the entire board of directors, any two directors or the president may call annual and special meetings of the stockholders and directors.
[Part 31:177:1925; NCL § 1630]—(NRS A 1993, 961; 2001, 1370, 3199)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.325 - Actions at meetings not regularly called: Ratification and approval.

1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees or stockholders, consent, either by:
(a) A writing on the records of the meeting or filed with the secretary;
(b) Presence at such meeting and oral consent entered on the minutes; or
(c) Taking part in the deliberations at such meeting without objection,
the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.
2. At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.
3. If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.
4. Such consent or approval of stockholders or creditors may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
[Part 92:177:1925; A 1929, 413; NCL § 1691]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.330 - Directors: Election; terms; classification; voting power.

1. Unless elected pursuant to NRS 78.320, or unless the articles of incorporation or the bylaws require more than a plurality of the votes cast, directors of every corporation must be elected at the annual meeting of the stockholders by a plurality of the votes cast at the election. Unless otherwise provided in this chapter or in the bylaws, the board of directors has the authority to set the date, time and place for the annual meeting of the stockholders. If for any reason directors are not elected pursuant to NRS 78.320 or at the annual meeting of the stockholders, they may be elected at any special meeting of the stockholders which is called and held for that purpose. Unless otherwise provided in the articles of incorporation or bylaws, each director holds office after the expiration of his or her term until a successor is elected and qualified, or until the director resigns or is removed.
2. The articles of incorporation or the bylaws may provide for the classification of directors as to the duration of their respective terms of office or as to their election by one or more authorized classes or series of shares, but at least one-fourth in number of the directors of every corporation must be elected annually. If an amendment reclassifying the directors would otherwise increase the term of a director, unless the amendment is to the articles of incorporation and otherwise provides, the term of each incumbent director on the effective date of the amendment terminates on the date it would have terminated had there been no reclassification.
3. The articles of incorporation may provide that the voting power of individual directors or classes of directors may be greater than or less than that of any other individual directors or classes of directors, and the different voting powers may be stated in the articles of incorporation or may be dependent upon any fact or event that may be ascertained outside the articles of incorporation if the manner in which the fact or event may operate on those voting powers is stated in the articles of incorporation. If the articles of incorporation provide that any directors may have voting power greater than or less than other directors, every reference in this chapter to a majority or other proportion of directors shall be deemed to refer to a majority or other proportion of the voting power of all of the directors or classes of directors, as may be required by the articles of incorporation.
[Part 33:177:1925; A 1929, 413; NCL § 1632]—(NRS A 1967, 267; 1979, 215; 1987, 582; 1989, 875; 1993, 962; 1999, 1585; 2001, 1371, 3199; 2007, 2420)