reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.010 - Definitions; construction.

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) "Entity" means a foreign or domestic:
(1) Corporation, whether or not for profit;
(2) Limited-liability company;
(3) Limited partnership; or
(4) Business trust.
(e) "Publicly traded corporation" means a domestic corporation that has a class or series of voting shares which is:
(1) A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(1)(A) or (B), as amended; or
(2) Traded in an organized market and that has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares.
(f) "Principal office" means the office, in or out of this State, where the principal executive offices of a domestic or foreign corporation are located.
(g) "Receiver" includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.
(h) "Registered agent" has the meaning ascribed to it in NRS 77.230.
(i) "Registered office" means the office maintained at the street address of the registered agent.
(j) "Securities Exchange Act" means the Act of Congress known as the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78a et seq.
(k) "Stockholder of record" means a person whose name appears on the stock ledger of the corporation as the owner of record of shares of any class or series of the stock of the corporation. The term does not include a beneficial owner of shares who is not simultaneously the owner of record of such shares as indicated in the stock ledger.
(l) "Voting shares" means shares of stock of a corporation entitled to vote generally in the election of directors.
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; 2011, 2769; 2019, 2483; 2021, 1498)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.012 - Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations.

The Legislature hereby finds and declares that:
1. It is important to the economy of this State, and to domestic corporations, their directors and officers, and their stockholders, employees, creditors and other constituencies, for the laws governing domestic corporations to be clear and comprehensible.
2. The laws of this State govern the incorporation and internal affairs of a domestic corporation and the rights, privileges, powers, duties and liabilities, if any, of its directors, officers and stockholders.
3. The plain meaning of the laws enacted by the Legislature in this title, including, without limitation, the fiduciary duties and liability of the directors and officers of a domestic corporation set forth in NRS 78.138 and 78.139, must not be supplanted or modified by laws or judicial decisions from any other jurisdiction.
4. The directors and officers of a domestic corporation, in exercising their duties under NRS 78.138 and 78.139, may be informed by the laws and judicial decisions of other jurisdictions and the practices observed by business entities in any such jurisdiction, but the failure or refusal of a director or officer to consider, or to conform the exercise of his or her powers to, the laws, judicial decisions or practices of another jurisdiction does not constitute or indicate a breach of a fiduciary duty.
(Added to NRS by 2017, 3997)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › 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.
[1:177:1925; A 1935, 146; 1937, 4; 1945, 196; 1943 NCL § 1600]—(NRS A 1989, 948; 1991, 1207; 1995, 2094)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.020 - Limitations on incorporation under chapter; compliance with other laws.

1. Trust companies, 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 savings and loan association, savings bank, thrift company or corporation organized for the purpose of conducting a banking business may be organized under this chapter.
[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]—(NRS A 1975, 1; 1983, 117; 1997, 1014; 2015, 3219)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › 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]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › 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.
(Added to NRS by 2003, 20th Special Session, 26)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.027 - Corporate records: Microfilming; imaging; return.

The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State with respect to a corporation pursuant to this chapter and may return the original record to the corporation.
(Added to NRS by 1977, 572; A 2003, 3077; 2003, 20th Special Session, 27)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › 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.
(Added to NRS by 1995, 1112; A 2003, 3077)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.0285 - Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms "meeting," "writing," "written" and other terms to allow a corporation or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.
(Added to NRS by 2011, 775; A 2019, 2821)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › 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.
(Added to NRS by 1997, 2807; A 1999, 1577; 2003, 3078)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.0295 - Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings.

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, including, without limitation, if the record was filed erroneously.
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 in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;
(4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; 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, or by some other person specifically authorized by the corporation to sign the certificate.
(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.
4. If a corporation has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the corporation may cancel the filing by:
(a) Filing a statement of cancellation with the Secretary of State; and
(b) Paying the required fee pursuant to subsection 7 of NRS 78.785.
(Added to NRS by 1997, 693; A 2001, 1358, 3170, 3199; 2003, 3078; 2003, 20th Special Session, 27; 2009, 2826; 2013, 838; 2023, 362)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.0297 - Corporate records: Manner of storage; conversion of records into clear and legible paper form; admissibility in evidence of records.

1. Except as otherwise required by federal or state law, any records maintained by a corporation in its regular course of business, including, without limitation, its stock ledger, minute books, books of account and financial records, may be kept on, or by means of, any information processing system or other information storage device or medium, including, without limitation, a blockchain, or in the form of an electronic record.
2. A corporation shall convert within a reasonable time any records that are kept in a 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. If a requested record is kept on, or by means of, a blockchain, the corporation is not required to convert the entire blockchain into paper form but shall be deemed to comply with the requirements of this subsection by converting the requested record into paper form.
3. A clear and legible paper form produced from records that are kept in a 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 if the paper form portrays the record accurately.
(Added to NRS by 2003, 3076; A 2011, 2770; 2019, 2821)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.030 - Filing requirements; prohibition against establishment of corporation for certain illegal purposes.

1. One or more persons may establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by signing and filing in the Office of the Secretary of State articles of incorporation. A person shall not establish a corporation for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
2. The articles of incorporation must be as provided in NRS 78.035, and the Secretary of State shall require them to be in the form prescribed. If any articles are defective in this respect, the Secretary of State shall return them for correction.
[3:177:1925; A 1931, 415; 1931 NCL § 1602]—(NRS A 1963, 70; 1979, 394; 1981, 1888; 1989, 948; 1991, 1208; 1995, 2095; 1999, 1577; 2003, 3078; 2007, 2640; 2013, 839)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.035 - Articles of incorporation: Required provisions.

The articles of incorporation must set forth:
1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as "Incorporated," "Limited," "Inc.," "Ltd.," "Company," "Co.," "Corporation," "Corp.," or other word which identifies it as not being a natural person.
2. The information required pursuant to NRS 77.310.
3. The number of shares the corporation is authorized to issue and, if more than one class or series of stock is authorized, the classes, the series and the number of shares of each class or series which the corporation is authorized to issue, unless the articles authorize the board of directors to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78.195 and 78.196.
4. The names and addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors as provided in NRS 78.115.
5. The name and address, either residence or business, of each of the incorporators signing the articles of incorporation.
[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]—(NRS A 1957, 75; 1967, 769; 1981, 1888; 1985, 1785; 1987, 81, 574, 1054; 1991, 1208; 1993, 945; 1995, 2095; 1999, 1577; 2003, 3078; 2003, 20th Special Session, 27; 2007, 2640)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.037 - Articles of incorporation: Optional provisions.

The articles of incorporation may also contain any provision, not contrary to the laws of this State:
1. For the management of the business and for the conduct of the affairs of the corporation;
2. Creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, the officers or the stockholders, or any class of the stockholders, or the holders of bonds or other obligations of the corporation; or
3. Governing the distribution or division of the profits of the corporation.
(Added to NRS by 1987, 80; A 1991, 1210; 1993, 945; 2001, 3171)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.039 - Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing the proposed name to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
2. For the purposes of this section and NRS 78.040, 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.
3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.
(Added to NRS by 1975, 477; A 1987, 1056; 1991, 1210; 1993, 945; 1997, 2807; 1999, 1578)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.040 - Name of corporation: Reservation; injunctive relief.

1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 78.039, for the use of any proposed corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.
2. The use by any other artificial person of a name in violation of subsection 1 or NRS 78.039 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.
[4a:177:1925; added 1931, 415; 1931 NCL § 1603.01] + [4b:177:1925; added 1931, 415; 1931 NCL § 1603.02]—(NRS A 1963, 64; 1979, 395; 1981, 472; 1987, 1056; 1993, 946; 1999, 1578; 2003, 3079)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.046 - Authorization of forum selection provisions in articles or bylaws.

1. The articles of incorporation or bylaws of a corporation may require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United States, that any, all or certain:
(a) Concurrent jurisdiction actions must be brought solely or exclusively in the court or courts specified in the requirement; and
(b) Internal actions must be brought solely or exclusively in the court or courts specified in the requirement, which must include at least one court in this State.
2. Unless otherwise expressly set forth in the articles of incorporation or bylaws, any requirement described in subsection 1 must not be interpreted as prohibiting any corporation from consenting, or requiring any corporation to consent, to any alternative forum in any instance.
3. The provisions of this section do not create or authorize any cause of action against a corporation or its directors or officers.
4. As used in this section:
(a) "Concurrent jurisdiction action" means any action, suit or proceeding against the corporation or any of its directors or officers, that:
(1) Asserts a cause of action under the laws of the United States;
(2) Could be properly commenced in either a federal forum or a forum of this State or any other state; and
(3) Is brought by or in the name or on behalf of:
(I) The corporation;
(II) Any stockholder of the corporation; or
(III) Any subscriber for, or purchaser or offeree of, any shares or other securities of the corporation.
(b) "Court" means any court of:
(1) This State, including, without limitation, those courts in any county having a business court, as that term is defined in NRS 13.050;
(2) A state other than this State; or
(3) The United States.
(c) "Internal action" means any action, suit or proceeding:
(1) Brought in the name or right of the corporation or on its behalf, including, without limitation, any action subject to NRS 41.520;
(2) For or based upon any breach of any fiduciary duty owed by any director, officer, employee or agent of the corporation in such capacity; or
(3) Arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of this title, the articles of incorporation, the bylaws or any agreement entered into pursuant to NRS 78.365 to which the corporation is a party or a stated beneficiary thereof.
(Added to NRS by 2019, 88; A 2021, 1501)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.047 - Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.

1. Every person, other than a corporation organized and existing pursuant to the laws of another state, territory, the District of Columbia, a possession of the United States or a foreign country, who is purporting to do business in this State as a corporation and who willfully fails or neglects to file with the Secretary of State articles of incorporation is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.
2. When the Secretary of State is advised that a person is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person’s principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.
3. In the course of an investigation of a violation of this section, the Secretary of State may require a person to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
4. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2009, 1673; A 2013, 839)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.050 - Commencement of corporate existence.

1. Upon the filing of the articles of incorporation pursuant to NRS 78.030 and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed. From the date the articles are filed, the corporation is a body corporate, by the name set forth in the articles of incorporation, subject to the forfeiture of its charter or dissolution as provided in this chapter.
2. Neither an incorporator nor a director designated in the articles of incorporation thereby becomes a subscriber or stockholder of the corporation.
3. The filing of the articles of incorporation does not, by itself, constitute commencement of business by the corporation.
[Part 5:177:1925; NCL § 1604]—(NRS A 1989, 948; 1991, 1211; 1993, 946; 2007, 2641)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.055 - Acceptable evidence of incorporation.

A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under the official seal of the Secretary of State, or, with respect to a corporation organized before October 1, 1991, a copy of the copy thereof, filed with the county clerk, or microfilmed by the county clerk, under the county seal, certified by the clerk, 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.
[Part 5:177:1925; NCL § 1604]—(NRS A 1963, 70; 1991, 1211)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.060 - General powers.

1. Any corporation organized under the provisions of this chapter:
(a) Has all the rights, privileges and powers conferred by this chapter.
(b) Has such rights, privileges and powers as may be conferred upon corporations by any other existing law.
(c) May at any time exercise those rights, privileges and powers, when not inconsistent with the provisions of this chapter, or with the purposes and objects for which the corporation is organized.
(d) Unless otherwise provided in its articles, has perpetual existence.
2. Every corporation, by virtue of its existence as such, is entitled:
(a) To have succession by its corporate name until dissolved and its affairs are wound up according to law.
(b) To sue and be sued in any court of law or equity.
(c) To make contracts.
(d) To appoint such officers and agents as the affairs of the corporation require, and to allow them suitable compensation.
(e) To make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders.
(f) To wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter.
(g) Unless otherwise provided in the articles, to engage in any lawful activity.
[Part 8:177:1925; NCL § 1607] + [91:177:1925; NCL § 1690]—(NRS A 1969, 99; 1991, 1211; 2003, 3079)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.065 - Adoption and use of corporate seal or stamp.

1. Every corporation, by virtue of its existence as such, shall have power to adopt and use a common seal or stamp, and alter the same at pleasure.
2. The use of a seal or stamp by a corporation on any corporate record is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse must not in any way affect the legality of the record.
[Part 8:177:1925; NCL § 1607] + [85:177:1925; A 1953, 180]—(NRS A 1967, 102; 1971, 1100; 2003, 3080)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.085 - Railroad companies: Filing and recording of certified maps and profiles.

1. Every railroad company in this State shall, within 90 days after its road is finally located:
(a) Cause to be made a map and profile thereof, and of the land taken and obtained for the use thereof, and the boundaries of the several counties through which the road may run;
(b) File the map and profile thereof in the Office of the Secretary of State and a duplicate thereof with the Public Utilities Commission of Nevada; and
(c) Cause to be made like maps of the parts thereof located in different counties, and record such maps in the office of the recorder of the county in which those parts of the road are located.
2. The maps and profiles must be certified by the chief engineer, the acting president and secretary of the company, and copies of the maps and profiles so certified and recorded as required by subsection 1 must be kept in the office of the company, subject to examination by all interested persons.
[9(d):177:1925; added 1945, 196; 1943 NCL § 1608.04]—(NRS A 1997, 1963; 2001, 1751)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.090 - Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation.

1. Every corporation must have a registered agent who resides or is located in this State. Notwithstanding the provisions of NRS 77.300, each registered agent must have a street address for receiving service of process, which is the registered office of the corporation in this State. If the registered agent is in the business of acting as a registered agent for more than one business entity, the physical street address of the registered office must be in a location for which such use is not prohibited by any local ordinance. The registered agent may have a separate mailing address such as a post office box, which may be different from the street address.
2. If the registered agent is a bank or corporation, it may:
(a) Act as the fiscal or transfer agent of any state, municipality, body politic or corporation and in that capacity may receive and disburse money.
(b) Transfer, register and countersign certificates of stock, bonds or other evidences of indebtedness and act as agent of any corporation, foreign or domestic, for any purpose required by statute, or otherwise.
(c) Act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and accept and execute any other municipal or corporate trust not inconsistent with the laws of this State.
(d) Receive and manage any sinking fund of any corporation, upon such terms as may be agreed upon between the corporation and those dealing with it.
3. Every corporation organized pursuant to this chapter which fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.
4. All legal process and any demand, notice or communication authorized by law to be served upon, or delivered to, a corporation may be served upon, or delivered to, the registered agent of the corporation in the manner provided in subsection 2 of NRS 14.020. If any demand, notice, communication or legal process, other than a summons and complaint, cannot be served upon, or delivered to, the registered agent, it may be served or delivered in the manner provided in NRS 14.030. These manners and modes of service or delivery are in addition to any other manner and mode of service or delivery authorized by law.
[78:177:1925; A 1929, 413; NCL § 1677] + [Part 79:177:1925; NCL § 1678]—(NRS A 1959, 682; 1969, 571; 1987, 1057; 1989, 949, 975, 1971; 1991, 1213; 1993, 948; 1995, 2095; 2007, 2641; 2011, 2771)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.097 - Resignation of registered agent or termination of registration of commercial registered agent.

1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330, the corporation, before the effective date of the resignation or termination, shall file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340.
2. A corporation that fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 78.170 and 78.175.
3. As used in this section, "commercial registered agent" has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 1959, 681; A 1967, 89; 1969, 11; 1989, 949; 1991, 1214; 1993, 949; 1999, 1579; 2003, 3081; 2003, 20th Special Session, 29; 2007, 2642; 2013, 839)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › 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.

1. An inspection authorized by NRS 78.105 may be denied to a stockholder or other person upon the refusal of the stockholder or other person to furnish to the corporation the affidavit required pursuant to subsection 4 of NRS 78.105.
2. It is a defense to any action for penalties or damages under NRS 78.105 that the person suing has at any time sold, or offered for sale, any list of stockholders of the corporation, or any other corporation, or has aided or abetted any person in procuring any such stock list for any such sale or offer for sale, or that the person suing desired inspection for a purpose which is in the interest of a business or object other than the business of the corporation.
3. This section does not impair the power or jurisdiction of any court to compel the production for examination of the records required by subsection 1 of NRS 78.105 in any proper case. This subsection does not authorize or establish any right of inspection or examination independent from the right of inspection or examination authorized by NRS 78.105.
(Added to NRS by 1997, 693; A 2019, 2485; 2023, 364)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.115 - Board of directors: Number and qualifications.

The business of every corporation must be managed under the direction of a board of directors or trustees, all of whom must be natural persons who are at least 18 years of age. A corporation must have at least one director, and may provide in its articles of incorporation or in its bylaws for a fixed number of directors or a variable number of directors, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles of incorporation, directors need not be stockholders.
[Part 31:177:1925; NCL § 1630]—(NRS A 1965, 1012; 1981, 384; 1987, 577; 1993, 949; 1995, 1113; 2003, 3083)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.120 - Board of directors: General powers.

1. Subject only to such limitations as may be provided by this chapter, or the articles of incorporation of the corporation, the board of directors has full control over the affairs of the corporation.
2. Except as otherwise provided in this subsection and subject to the bylaws, if any, adopted by the stockholders, the directors may make the bylaws of the corporation. Unless otherwise prohibited by any bylaw adopted by the stockholders, the directors may adopt, amend or repeal any bylaw, including any bylaw adopted by the stockholders. The articles of incorporation may grant the authority to adopt, amend or repeal bylaws exclusively to the directors.
3. The selection of a period for the achievement of corporate goals is the responsibility of the directors.
[Part 31:177:1925; NCL § 1630]—(NRS A 1991, 1217; 2003, 3083; 2005, 2176)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.125 - Committees of board of directors: Designation; powers; membership.

1. Unless it is otherwise provided in the articles of incorporation, the board of directors may designate one or more committees which, to the extent provided in the resolution or resolutions or in the bylaws of the corporation, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation.
2. Each committee must include at least one director. Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may appoint natural persons who are not directors to serve on committees.
3. The board of directors may designate one or more directors as alternate members of a committee to replace any member who is disqualified or absent from a meeting of the committee. The bylaws of the corporation may provide that, unless the board of directors appoints alternate members pursuant to this subsection, the member or members of a committee present at a meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of an absent or disqualified member of the committee.
[32:177:1925; A 1929, 413; NCL § 1631]—(NRS A 1971, 1100; 1991, 1217; 1993, 949; 2001, 1359, 3199; 2003, 3083)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.130 - Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.

1. Every corporation must have a president, a secretary and a treasurer, or the equivalent thereof.
2. Every corporation may also have such other officers and agents as may be deemed necessary.
3. All officers must be natural persons and must be chosen in such manner, hold their offices for such terms and have such powers and duties as may be prescribed by the bylaws or determined by the board of directors. Any natural person may hold two or more offices.
4. An officer holds office after the expiration of his or her term until a successor is chosen or until the officer’s resignation or removal before the expiration of his or her term. A failure to elect officers does not require the corporation to be dissolved. Any vacancy occurring in an office of the corporation by death, resignation, removal or otherwise, must be filled as the bylaws provide, or in the absence of such a provision, by the board of directors.
[36:177:1925; A 1937, 291; 1931 NCL § 1635]—(NRS A 1960, 152; 1991, 1217; 1993, 950; 2009, 1673; 2015, 3220)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.135 - Authority of directors and representatives of corporation.

1. The statement in the articles of incorporation of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or stockholders, an authorization to the directors and a limitation upon the actual authority of the representatives of the corporation. Such limitations may be asserted in a proceeding by a stockholder or the State to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or to dissolve the corporation, or in a proceeding by the corporation or by the stockholders suing in a representative suit against the officers or directors of the corporation for violation of their authority.
2. No limitation upon the business, purposes or powers of the corporation or upon the powers of the stockholders, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles may be asserted as between the corporation or any stockholder and any third person.
3. Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done within the scope of the authority, actual or apparent, given by the directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is signed or is wholly or in part executory.
[Part 31(a):177:1925; added 1949, 158; 1943 NCL § 1630.01]—(NRS A 1961, 94; 1993, 950; 2003, 3083)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.139 - Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.

1. If directors or officers take action to resist a change or potential change in control of a corporation, which action impedes the exercise of the right of stockholders to vote for or remove directors:
(a) The directors must have reasonable grounds to believe that a threat to corporate policy and effectiveness exists; and
(b) The action taken which impedes the exercise of the stockholders’ rights must be reasonable in relation to that threat.
If those facts are found, the directors and officers have the benefit of the presumption established by subsection 3 of NRS 78.138.
2. The provisions of subsection 1 do not apply to:
(a) Actions that only affect the time of the exercise of stockholders’ voting rights; or
(b) The adoption or signing of plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number or fraction of shares or fraction of voting power.
3. The provisions of subsections 1 and 2 do not permit directors or officers to abrogate any right conferred by the laws of this State or the articles of incorporation.
4. Without limiting the provisions of NRS 78.138, a director may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to subsection 4 of NRS 78.138, including, without limitation, the amount or nature of the indebtedness and other obligations to which the corporation or any successor to the property of either may become subject, in connection with the change or potential change, provides reasonable grounds to believe that, within a reasonable time:
(a) The assets of the corporation or any successor would be or become less than its liabilities;
(b) The corporation or any successor would be or become insolvent; or
(c) Any voluntary or involuntary proceeding concerning the corporation or any successor would be commenced by any person pursuant to the federal bankruptcy laws.
(Added to NRS by 1999, 1575; A 2009, 1674; 2013, 1269; 2017, 3999)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.152 - List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. In addition to any records required to be kept at its principal office or with the custodian of records pursuant to NRS 78.105, a corporation that is not a publicly traded corporation shall maintain at the principal office in this State or with the custodian of records a current list of its owners of record.
2. Upon the request of the Secretary of State, the corporation shall:
(a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.
(b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.
3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a corporation to:
(a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or
(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.
4. If a corporation fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the corporate charter.
5. The Secretary of State shall not reinstate or revive a charter that was revoked or suspended pursuant to subsection 4 unless:
(a) The corporation complies with the requirements of subsection 3; or
(b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the corporate charter.
6. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2007, 1315; A 2009, 2828; 2015, 1280)