reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 91 - Commodities › NRS 91.330 - Remedies for violation of similar law of another jurisdiction.

1. Upon a proper showing by the Administrator or a securities or commodity agency of another state that a person has violated, or is about to violate, any provision of the commodity code of that state or any rule or order of the Administrator or securities or commodity agency of that state, a district court in this State may grant appropriate legal and equitable remedies.
2. Upon a showing of a violation of the securities or commodity act of the foreign state or a rule or order of the Administrator or securities or commodity agency of the foreign state, the court, in addition to traditional legal or equitable remedies, including a temporary restraining order, a permanent or temporary prohibitory or mandatory injunction and a writ of prohibition or mandamus, may grant the following special remedies:
(a) Disgorgement; and
(b) The appointment of a receiver, conservator or ancillary receiver or conservator for the defendant or the defendant’s assets located in this State.
3. Upon a showing that the defendant is about to violate the securities or commodity act of the foreign state or a rule or order of the Administrator or securities or commodity agency of the foreign state, the court may grant the following remedies:
(a) A temporary restraining order;
(b) A temporary or permanent injunction;
(c) A writ of prohibition or mandamus; and
(d) An order appointing a receiver, conservator or ancillary receiver or conservator for the defendant or the defendant’s assets located in this State.
(Added to NRS by 1987, 1288)
2023 Nevada Revised Statutes › Chapter 91 - Commodities › NRS 91.340 - Criminal penalties.

1. Except as otherwise provided in subsection 2, a person who willfully violates:
(a) Any provision of this chapter; or
(b) Any regulation or order of the Administrator under this chapter,
is guilty of a category C felony and shall be punished as provided in NRS 193.130, or by a fine of not more than $20,000, or by both fine and the punishment provided in NRS 193.130, for each violation. In addition to any other penalty, the court shall order the person to pay restitution.
2. A person convicted of violating a regulation or order under this chapter may be fined, but must not be imprisoned, if the person proves the person had no knowledge of the regulation or order.
3. The Administrator may refer such evidence as is available concerning violations of this chapter or any regulation or order of the Administrator to the Attorney General or the proper district attorney, who may, with or without such a reference from the Administrator, institute the appropriate criminal proceeding under this chapter.
(Added to NRS by 1987, 1289; A 1993, 938; 1995, 1242)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.005 - Definitions.

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 92A.007 to 92A.092, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1995, 2079; A 1997, 726; 1999, 1626; 2001, 1406, 3199; 2003, 3181; 2007, 2702; 2009, 1717; 2011, 2812; 2013, 774; 2021, 1518; 2023, 381)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.007 - "Approval" and "vote" defined.

"Approval" and "vote" as describing action by directors or stockholders mean the vote by directors in person or by written consent, or action of stockholders in person, by proxy or by written consent.
(Added to NRS by 1997, 726)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.0075 - "Articles," "articles of incorporation" and "certificate of incorporation" defined.

"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, 78.1955, 78.209, 78.380, 78.385 and 78.390 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.
(Added to NRS by 2003, 3180)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.008 - "Business trust" defined.

"Business trust" means:
1. A domestic business trust; or
2. An unincorporated association formed pursuant to, existing under or governed by the law of a jurisdiction other than this State and generally described by NRS 88A.030.
(Added to NRS by 1999, 1626)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.009 - "Charter document" defined.

"Charter document" means the articles of incorporation of a foreign corporation, whether or not for profit, the articles of incorporation of a domestic corporation and a domestic nonprofit corporation, the articles of organization of a limited-liability company, the certificate of limited partnership of a limited partnership or the certificate of trust of a business trust and all amendments thereto.
(Added to NRS by 2003, 3180)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.010 - "Constituent document" defined.

"Constituent document" means the articles of incorporation or bylaws of a corporation, whether or not for profit, the articles of organization or operating agreement of a limited-liability company, the certificate of limited partnership or partnership agreement of a limited partnership, or the certificate of trust or governing instrument of a business trust.
(Added to NRS by 1995, 2079; A 2001, 1406, 3199)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.015 - "Constituent entity" defined.

"Constituent entity" means:
1. With respect to a merger, each merging or surviving entity;
2. With respect to an exchange, each entity whose owner’s interests will be acquired or each entity acquiring those interests; and
3. With respect to the conversion of an entity or a general partnership, the entity or general partnership that will be converted into another entity.
(Added to NRS by 1995, 2079; A 2001, 1407, 3199)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.025 - "Domestic corporation" defined.

"Domestic corporation" means a corporation organized and existing under chapter 78, 78A, 78B or 89 of NRS.
(Added to NRS by 1995, 2079; A 1997, 726; 2013, 418, 774)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.045 - "Entity" defined.

"Entity" means a foreign or domestic:
1. Corporation, whether or not for profit;
2. Limited-liability company;
3. Limited partnership; or
4. Business trust.
(Added to NRS by 1995, 2079; A 1999, 1626; 2003, 3181)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.050 - "Exchange" defined.

"Exchange" means the acquisition by one or more foreign or domestic entities of all an owner’s interests or one or more classes or series of an owner’s interests of one or more foreign or domestic entities.
(Added to NRS by 1995, 2079)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.070 - "Member" defined.

"Member" means:
1. A member of a limited-liability company, as defined in NRS 86.081; or
2. A member of a nonprofit corporation which has members.
(Added to NRS by 1995, 2080; A 2001, 1407, 3199)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.075 - "Owner" defined.

"Owner" means the holder of an interest described in NRS 92A.080 or a noneconomic member of a limited-liability company described in NRS 86.095.
(Added to NRS by 1995, 2080; A 2001, 1407, 3199)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.080 - "Owner’s interest" defined.

"Owner’s interest" means shares of stock in a corporation, membership in a nonprofit corporation, the interest of a member of a limited-liability company or a beneficial owner of a business trust, or the partnership interest of a general or limited partner of a limited partnership.
(Added to NRS by 1995, 2080; A 1999, 1626)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.100 - Authority for merger; approval, contents and form of plan of merger.

1. Except as limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may merge into another entity if the plan of merger is approved pursuant to the provisions of this chapter.
2. Except as otherwise provided in NRS 92A.180, the plan of merger must set forth:
(a) The name and jurisdiction of organization of each constituent entity;
(b) The name, jurisdiction of organization and kind of entity or entities that will survive the merger;
(c) The terms and conditions of the merger; and
(d) The manner and basis, if any, of converting the owner’s interests of each constituent entity into owner’s interests, rights to purchase owner’s interests, or other securities of the surviving or other entity or into cash or other property in whole or in part or cancelling such owner’s interests in whole or in part.
3. The plan of merger may set forth:
(a) Amendments to the constituent documents of the surviving entity; and
(b) Other provisions relating to the merger.
4. The plan of merger must be in writing.
(Added to NRS by 1995, 2080; A 1997, 726; 2003, 3181; 2005, 2200)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.105 - Authority for conversion; approval, form and contents of plan of conversion.

1. Except as limited by NRS 78.411 to 78.444, inclusive, one domestic general partnership or one domestic entity, except a domestic nonprofit corporation, may convert into a domestic entity of a different type or into a foreign entity if a plan of conversion is approved pursuant to the provisions of this chapter.
2. The plan of conversion must be in writing and set forth the:
(a) Name of the constituent entity and the proposed name for the resulting entity;
(b) Jurisdiction of the law that governs the constituent entity;
(c) Jurisdiction of the law that will govern the resulting entity;
(d) Terms and conditions of the conversion;
(e) Manner and basis, if any, of converting the owner’s interest of the constituent entity or the interest of a partner in a general partnership that is the constituent entity into owner’s interests, rights of purchase and other securities in the resulting entity or cancelling such owner’s interests in whole or in part; and
(f) Full text of the charter documents of the resulting entity.
3. The plan of conversion may set forth other provisions relating to the conversion.
(Added to NRS by 2001, 1403; A 2001, 3199; 2003, 3181; 2005, 2200; 2011, 2812)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.110 - Authority for exchange; approval, contents and form of plan of exchange.

1. Except as a corporation is limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may acquire all of the outstanding owner’s interests of one or more classes or series of another entity not already owned by the acquiring entity or an affiliate thereof if the plan of exchange is approved pursuant to the provisions of this chapter.
2. The plan of exchange must set forth:
(a) The name and jurisdiction of organization of each constituent entity;
(b) The name, jurisdiction of organization and kind of each entity whose owner’s interests will be acquired by one or more other entities;
(c) The terms and conditions of the exchange; and
(d) The manner and basis, if any, of exchanging the owner’s interests to be acquired for owner’s interests, rights to purchase owner’s interests, or other securities of the acquiring or any other entity or for cash or other property in whole or in part or cancelling such owner’s interests in whole or in part.
3. The plan of exchange may set forth other provisions relating to the exchange.
4. This section does not limit the power of a domestic entity to acquire all or part of the owner’s interests or one or more class or series of owner’s interests of another person through a voluntary exchange or otherwise.
5. The plan of exchange must be in writing.
(Added to NRS by 1995, 2080; A 1997, 726; 2005, 2201)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.130 - Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required.

1. Action by the stockholders of a surviving domestic corporation on a plan of merger is not required if:
(a) The articles of incorporation of the surviving domestic corporation will not differ from its articles before the merger;
(b) Each stockholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights immediately after the merger;
(c) The number of voting shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger; and
(d) The number of participating shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of participating shares outstanding immediately before the merger.
2. As used in this section:
(a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions.
(b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
(Added to NRS by 1995, 2082; A 2011, 2813)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.140 - Approval of plan of merger, conversion or exchange for domestic limited partnership.

1. Unless otherwise provided in the partnership agreement or the certificate of limited partnership, a plan of merger, conversion or exchange involving a domestic limited partnership must be approved by all general partners and by limited partners who own a majority in interest of the partnership then owned by all the limited partners. If the partnership has more than one class of limited partners, the plan of merger, conversion or exchange must be approved by those limited partners who own a majority in interest of the partnership then owned by the limited partners in each class.
2. If any partner of a domestic limited partnership, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because the partner will be the owner of an owner’s interest in the resulting entity, then that partner must also approve the plan of conversion.
3. As used in this section, "majority in interest of the partnership" means a majority of the total contributions of the limited partners to the capital of the partnership, as adjusted from time to time to reflect properly any additional contributions or withdrawals by the partners.
(Added to NRS by 1995, 2082; A 1997, 727; 2001, 1409, 3199; 2021, 1521)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.150 - Approval of plan of merger, conversion or exchange for domestic limited-liability company.

1. Unless otherwise provided in the articles of organization or an operating agreement:
(a) A plan of merger, conversion or exchange involving a domestic limited-liability company must be approved by a majority in interest of the members; and
(b) If the company has more than one class of members, the plan of merger, conversion or exchange must be approved by a majority in interest of the members in each class.
2. If any manager or member of a domestic limited-liability company, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because the manager or member will be the owner of an owner’s interest in the resulting entity, then that manager or member must also approve the plan of conversion.
3. As used in this section, "in interest" has the meaning ascribed to it in NRS 86.055.
(Added to NRS by 1995, 2082; A 1997, 727; 1999, 1627; 2001, 1409, 3199; 2021, 1521)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.160 - Approval of plan of merger or exchange for domestic nonprofit corporation.

1. A plan of merger or exchange involving a domestic nonprofit corporation must be adopted by the board of directors. The plan must also be approved by each public officer or other person whose approval of a plan of merger or exchange is required by the articles of incorporation of the domestic nonprofit corporation.
2. If the domestic nonprofit corporation has members entitled to vote on plans of merger or exchange, the board of directors of the domestic nonprofit corporation must recommend the plan of merger or exchange to the members, unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the members with the plan.
3. The board of directors may condition its submission of the proposed merger or exchange on any basis.
4. The members entitled to vote on a plan of merger or exchange must approve the plan at a meeting of members called for that purpose, by written consent pursuant to NRS 82.276, or by a vote by written ballot pursuant to NRS 82.326.
5. The corporation must notify, in the manner required by NRS 82.336, each nonprofit member of the time and place of the meeting of members at which the plan of merger or exchange will be submitted for a vote.
6. Unless the articles of incorporation of the domestic nonprofit corporation or the board of directors acting pursuant to subsection 3 require a greater vote or a vote by classes of members, the plan of merger or exchange to be authorized must be approved by a majority of a quorum of the members unless a class of members is entitled to vote thereon as a class. If a class of members is so entitled, the plan must be approved by a majority of a quorum of the votes entitled to be cast on the plan by each class.
7. Separate voting by a class of members is required:
(a) On a plan of merger if the plan contains a provision that, if contained in the proposed amendment to articles of incorporation, would entitle particular members to vote as a class on the proposed amendment; and
(b) On a plan of exchange by each class or series of memberships included in the exchange, with each class or series constituting a separate voting class.
(Added to NRS by 1995, 2082)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.162 - Approval of plan of merger, conversion or exchange for nonprofit cooperative corporation.

Unless otherwise provided in the articles of incorporation, a plan of merger, conversion or exchange involving a nonprofit cooperative corporation must be approved and adopted by the board of directors.
(Added to NRS by 2013, 774)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.165 - Approval of plan of merger, conversion or exchange for domestic business trust.

Unless otherwise provided in the certificate of trust or governing instrument of a domestic business trust, a plan of merger, conversion or exchange must be approved by all the trustees and beneficial owners of each domestic business trust that is a constituent entity in the merger.
(Added to NRS by 1999, 1626; A 2001, 1409, 3199; 2003, 3183)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.170 - Abandonment of planned merger, conversion or exchange before filing of articles.

After a merger, conversion or exchange is approved, and at any time before the articles of merger, conversion or exchange are filed, the planned merger, conversion or exchange may be abandoned, subject to any contractual rights, without further action, in accordance with the procedure set forth in the plan of merger, conversion or exchange or, if none is set forth, in the case of:
1. A domestic corporation, whether or not for profit, by the board of directors;
2. A domestic limited partnership, unless otherwise provided in the partnership agreement or certificate of limited partnership, by all general partners;
3. A domestic limited-liability company, unless otherwise provided in the articles of organization or an operating agreement, by members who own a majority in interest in the current profits of the company then owned by all of the members or, if the company has more than one class of members, by members who own a majority in interest in the current profits of the company then owned by the members in each class;
4. A domestic business trust, unless otherwise provided in the certificate of trust or governing instrument, by all the trustees;
5. A domestic general partnership, unless otherwise provided in the partnership agreement, by all the partners; and
6. A nonprofit cooperative corporation, unless otherwise provided in the articles of incorporation, by the board of directors.
(Added to NRS by 1995, 2083; A 1999, 1627; 2001, 1409, 3199; 2013, 774)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.175 - Termination of planned merger, conversion or exchange after filing of articles.

After a merger, conversion or exchange is approved, at any time after the articles of merger, conversion or exchange are filed but before an effective date specified in the articles which is later than the date of filing the articles, the planned merger, conversion or exchange may be terminated in accordance with a procedure set forth in the plan of merger, conversion or exchange by filing articles of termination pursuant to the provisions of NRS 92A.240.
(Added to NRS by 1999, 1626; A 2001, 1410, 3199)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.190 - Merger or exchange with foreign entity.

1. One or more foreign entities may merge or enter into an exchange of owner’s interests with one or more domestic entities if:
(a) In a merger, the merger is permitted by the law of the jurisdiction under whose law each foreign entity is organized and governed and each foreign entity complies with that law in effecting the merger;
(b) In an exchange, the entity whose owner’s interests will be acquired is a domestic entity, whether or not an exchange of owner’s interests is permitted by the law of the jurisdiction under whose law the acquiring entity is organized;
(c) The foreign entity complies with NRS 92A.200 to 92A.240, inclusive, if it is the surviving entity in the merger or acquiring entity in the exchange and sets forth in the articles of merger or exchange its address where copies of process may be sent by the Secretary of State; and
(d) Each domestic entity complies with the applicable provisions of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving entity in the merger or acquiring entity in the exchange, with NRS 92A.200 to 92A.240, inclusive.
2. When the merger or exchange takes effect, the surviving foreign entity in a merger and the acquiring foreign entity in an exchange shall be deemed:
(a) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation which accrued before the merger or exchange became effective or the rights of dissenting owners of each domestic entity that was a party to the merger or exchange. Service of such process must be made by personally delivering to and leaving with the Secretary of State duplicate copies of the process and the payment of a fee of $100 for accepting and transmitting the process. The Secretary of State shall forthwith send by registered or certified mail one of the copies to the surviving or acquiring entity at its specified address, unless the surviving or acquiring entity has designated in writing to the Secretary of State a different address for that purpose, in which case it must be mailed to the last address so designated.
(b) To agree that it will promptly pay to the dissenting owners of each domestic entity that is a party to the merger or exchange the amount, if any, to which they are entitled under or created pursuant to NRS 92A.300 to 92A.500, inclusive.
3. This section does not limit the power of a foreign entity to acquire all or part of the owner’s interests of one or more classes or series of a domestic entity through a voluntary exchange or otherwise.
(Added to NRS by 1995, 2086; A 1997, 728; 1999, 1628; 2001, 3192; 2003, 3183; 2003, 20th Special Session, 125)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.195 - Conversion of foreign or domestic entity or foreign or domestic general partnership.

1. One foreign entity or foreign general partnership may convert into one domestic entity if:
(a) The conversion is permitted by the law of the jurisdiction governing the foreign entity or foreign general partnership and the foreign entity or foreign general partnership complies with that law in effecting the conversion;
(b) The foreign entity or foreign general partnership complies with the applicable provisions of NRS 92A.205, 92A.207, 92A.210, 92A.230 and 92A.240; and
(c) The resulting domestic entity complies with the applicable provisions of NRS 92A.205 and 92A.220.
2. One domestic entity or domestic general partnership may convert into one foreign entity if:
(a) The conversion is permitted by the law of the jurisdiction governing the resulting foreign entity and the resulting foreign entity complies with that law in effecting the conversion; and
(b) The domestic entity complies with the applicable provisions of NRS 92A.105, 92A.120, 92A.135, 92A.140, 92A.165, 92A.205, 92A.207, 92A.210, 92A.230 and 92A.240.
3. When a conversion pursuant to subsection 2 takes effect, the resulting foreign entity shall be deemed to have appointed the Secretary of State as its agent for service of process in a proceeding to enforce any obligation. Service of process must be made personally by delivering to and leaving with the Secretary of State duplicate copies of the process and the payment of a fee of $100 for accepting and transmitting the process. The Secretary of State shall send one of the copies of the process by registered or certified mail to the resulting entity at its specified address, unless the resulting entity has designated in writing to the Secretary of State a different address for that purpose, in which case it must be mailed to the last address so designated.
(Added to NRS by 2001, 1403; A 2001, 3199; 2003, 20th Special Session, 126; 2011, 2813)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.200 - Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts.

1. After a plan of merger or exchange is approved as required by this chapter, the surviving or acquiring entity shall deliver to the Secretary of State for filing articles of merger or exchange setting forth:
(a) The name and jurisdiction of organization of each constituent entity;
(b) That a plan of merger or exchange has been adopted by each constituent entity or the parent domestic entity only, if the merger is pursuant to NRS 92A.180;
(c) If approval of the owners of one or more constituent entities was not required, a statement to that effect and the name of each entity;
(d) If approval of owners of one or more constituent entities was required, the name of each entity and a statement for each entity that the plan was approved by the required consent of the owners;
(e) In the case of a merger, the amendment, if any, to the charter document of the surviving entity, which amendment may be set forth in the articles of merger as a specific amendment or in the form of an amended and restated charter document or attached in that form as an exhibit; and
(f) If the entire plan of merger or exchange is not set forth, a statement that the complete signed plan of merger or plan of exchange is on file at the principal office or with the custodian of records if a corporation, limited-liability company or business trust, or at the principal office or with the custodian of records, as described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330, if a limited partnership, or other place of business of the surviving entity or the acquiring entity, respectively.
2. Any of the terms of the plan of merger, conversion or exchange may be made dependent upon facts ascertainable outside of the plan of merger, conversion or exchange, provided that the plan of merger, conversion or exchange clearly and expressly sets forth the manner in which such facts shall operate upon the terms of the plan. As used in this section, the term "facts" includes, without limitation, the occurrence of an event, including a determination or action by a person or body, including a constituent entity.
(Added to NRS by 1995, 2084; A 1997, 729; 1999, 1629; 2001, 1411, 3199; 2003, 3184; 2003, 20th Special Session, 126; 2007, 483; 2015, 1319)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.205 - Filing requirements for conversions.

1. After a plan of conversion is approved as required by this chapter, if the resulting entity is a domestic entity, the constituent entity shall, at the time of filing the articles of conversion, deliver to the Secretary of State for filing:
(a) Articles of conversion setting forth:
(1) The name and jurisdiction of organization of the constituent entity and the resulting entity; and
(2) That a plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity.
(b) The charter document of the domestic resulting entity required by the applicable provisions of chapter 78, 78A, 78B, 82, 86, 87A, 88, 88A or 89 of NRS.
(c) The information required pursuant to NRS 77.310.
2. After a plan of conversion is approved as required by this chapter, if the resulting entity is a foreign entity, the constituent entity shall deliver to the Secretary of State for filing articles of conversion setting forth:
(a) The name and jurisdiction of organization of the constituent entity and the resulting entity;
(b) That a plan of conversion has been adopted by the constituent entity in compliance with the laws of this State; and
(c) The address of the resulting entity where copies of process may be sent by the Secretary of State.
3. If the entire plan of conversion is not set forth in the articles of conversion, the filing party must include in the articles of conversion a statement that the complete signed plan of conversion is on file at the principal office or with the custodian of records of the resulting entity or, if the resulting entity is a domestic limited partnership, at the principal office or with the custodian of records, as described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330.
4. If the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the charter document to be filed with the Secretary of State pursuant to paragraph (b) of subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date.
5. Any records filed with the Secretary of State pursuant to this section must be accompanied by the fees required pursuant to this title for filing the charter document.
(Added to NRS by 2001, 1404; A 2001, 3199; 2003, 3185; 2003, 20th Special Session, 127; 2007, 484, 1343, 2702; 2009, 1718; 2013, 418; 2015, 1320)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.207 - 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, 125)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.210 - Filing fees.

1. Except as otherwise provided in this section, the fee for filing articles of merger, articles of conversion, articles of exchange, articles of domestication or articles of termination is $350. The fee for filing the charter documents of a domestic resulting entity is the fee for filing the charter documents determined by the chapter of NRS governing the particular domestic resulting entity.
2. The fee for filing articles of merger of two or more domestic corporations, including, without limitation, a nonprofit cooperative corporation, is the difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized stock of the corporation created by the merger and the fee computed upon the aggregate amount of the total authorized stock of the constituent corporation.
3. The fee for filing articles of merger of one or more domestic corporations, including, without limitation, a nonprofit cooperative corporation, with one or more foreign corporations is the difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized stock of the corporation created by the merger and the fee computed upon the aggregate amount of the total authorized stock of the constituent corporations which have paid the fees required by NRS 78.760 and 80.050.
4. The fee for filing articles of merger of two or more domestic corporations, including, without limitation, nonprofit cooperative corporations, or foreign corporations must not be less than $350. The amount paid pursuant to subsection 3 must not exceed $35,000.
(Added to NRS by 1995, 2085; A 1999, 1629; 2001, 1412, 3192, 3199; 2003, 3186; 2003, 20th Special Session, 128; 2013, 774)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.220 - Duty when entire plan of merger, conversion or exchange is not set forth in articles.

If the entire plan of merger, conversion or exchange is not set forth in the articles of merger, conversion or exchange, a copy of the plan of merger, conversion or exchange must be furnished by the surviving, acquiring or resulting entity, on request and without cost, to any owner of any entity which is a party to the merger, conversion or exchange.
(Added to NRS by 1995, 2085; A 2001, 1413, 3199)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.230 - Signing of articles of merger, conversion or exchange.

Articles of merger, conversion or exchange must be signed by each foreign and domestic constituent entity as follows:
1. By an officer of a corporation, whether or not for profit;
2. By one of the general partners of a limited partnership;
3. By a manager of a limited-liability company with managers or by one member of a limited-liability company without managers;
4. By a trustee of a business trust; and
5. By one general partner of a general partnership.
(Added to NRS by 1995, 2085; A 1997, 730; 1999, 1630; 2001, 101, 1413, 2726, 3199; 2003, 48, 3186)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.240 - Effective date and time of merger, conversion or exchange; articles of termination.

1. A merger, conversion or exchange takes effect:
(a) At the time of the filing of the articles of merger, conversion or exchange with the Secretary of State;
(b) Upon a later date and time as specified in the articles, which date must not be more than 90 days after the date on which the articles are filed; or
(c) If the articles specify a later effective date but do not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date.
2. If the filed articles of merger, conversion or exchange specify such a later effective date or effective date and time, the constituent entity or entities may file articles of termination before the effective time, setting forth:
(a) The name of each constituent entity and, for a conversion, the resulting entity; and
(b) That the merger, conversion or exchange has been terminated pursuant to the plan of merger, conversion or exchange.
3. The articles of termination must be signed in the manner provided in NRS 92A.230.
(Added to NRS by 1995, 2085; A 1999, 1630; 2001, 1413, 3199; 2003, 3187; 2011, 2814)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.260 - Liability of owner after merger, conversion or exchange.

An owner that is not personally liable for the debts, liabilities or obligations of the entity pursuant to the laws and constituent documents under which the entity was organized does not become personally liable for the debts, liabilities or obligations of the surviving entity or entities of the merger or exchange or the resulting entity of the conversion unless the owner consents to becoming personally liable by action taken in connection with the plan of merger, conversion or exchange.
(Added to NRS by 1995, 2081; A 2001, 1414, 3199)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.280 - Cancellation of filings.

If an entity has made a filing with the Secretary of State pursuant to this chapter and the Secretary of State has not processed the filing and placed the filing into the public record, the entity may cancel the filing by:
1. Filing a statement of cancellation with the Secretary of State; and
2. Paying a fee of $50.
(Added to NRS by 2009, 2859)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.300 - Definitions.

As used in NRS 92A.300 to 92A.500, inclusive, unless the context otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1995, 2086; A 2023, 382)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.303 - "Advance notice statement" defined.

"Advance notice statement" when used in reference to a proposed corporate action creating dissenter’s rights that is taken or submitted for approval pursuant to a written consent of the stockholders or taken without a vote of the stockholders, means written notice of the proposed corporate action sent by the subject corporation to all stockholders of record entitled to assert dissenter’s rights if the corporate action is effectuated. Such notice must:
1. Be sent not later than 20 days before the effective date of the proposed corporate action;
2. Identify the proposed corporate action;
3. Provide that a stockholder who wishes to assert dissenter’s rights with respect to any class or series of shares must deliver a statement of intent to the subject corporation and set a date by which the subject corporation must receive the statement of intent, which may not be less than 15 days after the date the notice is sent, and state that the stockholder shall be deemed to have waived the right to assert dissenter’s rights with respect to the shares unless the statement of intent is received by the subject corporation by such specified date; and
4. Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.
(Added to NRS by 2023, 380)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.315 - "Dissenter" defined.

"Dissenter" means a stockholder who is entitled to dissent from a domestic corporation’s action under NRS 92A.380 and who exercises that right when and in the manner required by NRS 92A.400 to 92A.480, inclusive.
(Added to NRS by 1995, 2087; A 1999, 1631)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.320 - "Fair value" defined.

"Fair value," with respect to a dissenter’s shares, means the value of the shares determined:
1. Immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable;
2. Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and
3. Without discounting for lack of marketability or minority status.
(Added to NRS by 1995, 2087; A 2009, 1720)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.323 - "Statement of intent" defined.

"Statement of intent" when used in reference to a proposed corporate action creating dissenter’s rights, means written notice of a stockholder’s intent to assert dissenter’s rights and demand payment for the stockholder’s shares if the corporate action is effectuated.
(Added to NRS by 2023, 381)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.330 - "Stockholder of record" defined.

"Stockholder of record" means the person in whose name shares are registered in the records of a domestic corporation or the beneficial owner of shares to the extent of the rights granted by a nominee’s certificate on file with the domestic corporation.
(Added to NRS by 1995, 2087)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.335 - "Subject corporation" defined.

"Subject corporation" means the domestic corporation which is the issuer of the shares held by a dissenter before the corporate action creating the dissenter’s rights becomes effective or the surviving or acquiring entity of that issuer after the corporate action becomes effective.
(Added to NRS by 1995, 2087)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.340 - Computation of interest.

Interest payable pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed from the effective date of the action until the date of payment, at the rate of interest most recently established pursuant to NRS 99.040.
(Added to NRS by 1995, 2087; A 2009, 1721)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.350 - Rights of dissenting partner of domestic limited partnership.

A partnership agreement of a domestic limited partnership or, unless otherwise provided in the partnership agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the partnership interest of a dissenting general or limited partner of a domestic limited partnership are available for any class or group of partnership interests in connection with any merger or exchange in which the domestic limited partnership is a constituent entity.
(Added to NRS by 1995, 2088)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.360 - Rights of dissenting member of domestic limited-liability company.

The articles of organization or operating agreement of a domestic limited-liability company or, unless otherwise provided in the articles of organization or operating agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the interest of a dissenting member are available in connection with any merger or exchange in which the domestic limited-liability company is a constituent entity.
(Added to NRS by 1995, 2088)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.370 - Rights of dissenting member of domestic nonprofit corporation.

1. Except as otherwise provided in subsection 2, and unless otherwise provided in the articles or bylaws, any member of any constituent domestic nonprofit corporation who voted against the merger may, without prior notice, but within 30 days after the effective date of the merger, resign from membership and is thereby excused from all contractual obligations to the constituent or surviving corporations which did not occur before the member’s resignation and is thereby entitled to those rights, if any, which would have existed if there had been no merger and the membership had been terminated or the member had been expelled.
2. Unless otherwise provided in its articles of incorporation or bylaws, no member of a domestic nonprofit corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a domestic nonprofit corporation as a condition of or by reason of the ownership of an interest in real property, may resign and dissent pursuant to subsection 1.
(Added to NRS by 1995, 2088)
2023 Nevada Revised Statutes › Chapter 92A - Mergers, Conversions, Exchanges and Domestications › NRS 92A.400 - Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder.

1. A stockholder of record may assert dissenter’s rights as to fewer than all of the shares registered in his or her name only if the stockholder of record dissents with respect to all shares of the class or series beneficially owned by any one person and notifies the subject corporation in writing of the name and address of each person on whose behalf the stockholder of record asserts dissenter’s rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the partial dissenter dissents and his or her other shares were registered in the names of different stockholders.
2. A beneficial stockholder may assert dissenter’s rights as to shares held on his or her behalf only if the beneficial stockholder:
(a) Submits to the subject corporation the written consent of the stockholder of record to the dissent not later than the time the beneficial stockholder asserts dissenter’s rights; and
(b) Does so with respect to all shares of which he or she is the beneficial stockholder or over which he or she has power to direct the vote.
(Added to NRS by 1995, 2089; A 2009, 1723)