reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.570 - Sale of property and franchise under decree of court.

Sales of the property and franchises of corporations that may be sold under a decree of court shall be made after such notice of the time and place as the court may deem proper. If the sales are made in the foreclosure of one or more mortgages, the court may order the sale to be made for the whole amount of indebtedness secured by the mortgage or mortgages, or for the amount of interest due under the mortgage or mortgages, subject to the payment by the purchaser of the outstanding indebtedness and interest secured thereby as they become due. In the latter event the court may, by proper orders, secure the assumption thereof by the purchaser. When a sale shall be ordered to be made, subject as aforesaid, the court shall direct the officer making such sale, in the event that the property and franchises offered do not sell for enough to pay the amount aforesaid, to sell the same free from encumbrances. Sales under this section shall be made on such credits as the court may deem proper.
[38:177:1925; NCL § 1637]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.573 - Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of dissolution required by NRS 78.780, if the corporation provides evidence satisfactory to the Secretary of State that the corporation did not transact business in this State or as a corporation organized pursuant to the laws of this State:
(a) During the entire period for which its charter was revoked; or
(b) During a portion of the period for which its charter was revoked and the corporation paid the fees and penalties for the portion of that period in which the corporation transacted business in this State or as a corporation organized pursuant to the laws of this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1279)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.575 - Procedure for dissolution before payment of capital and beginning of business.

Before the payment of any part of the capital and before beginning the business for which the corporation was created, the incorporators or the board of directors named in the articles of incorporation may dissolve a corporation by filing in the Office of the Secretary of State a certificate, signed by a majority of the incorporators or of the board of directors named in the articles of incorporation, stating that no part of the capital has been paid and the business has not begun, and thereupon the corporation is dissolved.
[73:177:1925; NCL § 1672]—(NRS A 1993, 973; 1995, 1114; 1999, 1591)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.580 - Procedure for dissolution after beginning of business.

1. If the board of directors of any corporation organized under this chapter decides that the corporation should be dissolved, the board may adopt a resolution to that effect.
2. If the corporation has issued no stock, only the directors need to approve the dissolution.
3. If the corporation has issued stock, the directors must recommend the dissolution to the stockholders. The board of directors may condition its submission of the proposal for dissolution on any lawful basis. Unless the dissolution is to be approved by written consent pursuant to NRS 78.320, the corporation shall notify each stockholder, whether or not entitled to vote on dissolution, of the proposed dissolution and the stockholders entitled to vote must approve the dissolution. If the dissolution is approved by written consent pursuant to subsection 2 of NRS 78.320, the corporation shall notify each stockholder whose written consent was not solicited of the dissolution, in writing, not later than 10 days after the effective date of the dissolution.
4. If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in subsections 2 and 3, the corporation shall file with the Secretary of State a certificate signed by an officer of the corporation setting forth that the dissolution has been approved by the directors, or by the directors and the stockholders, and a list of the names and addresses, either residence or business, of the corporation’s president, secretary and treasurer, or the equivalent thereof, and all of its directors.
5. The dissolution takes effect at the time of the filing of the certificate of dissolution with the Secretary of State or upon a later date and time as specified in the certificate, which date must be not more than 90 days after the date on which the certificate is filed. If a certificate of dissolution specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
[64:177:1925; NCL § 1663]—(NRS A 1963, 1391; 1979, 397; 1991, 1239; 1993, 973; 2001, 1376, 3199; 2003, 3105; 2003, 20th Special Session, 36; 2011, 2790; 2019, 99)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.585 - Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.

1. The dissolution of a corporation does not impair any remedy or cause of action available to or against it or its directors, officers or stockholders commenced within 2 years after the date of the dissolution with respect to any remedy or cause of action in which the plaintiff learns, or in the exercise of reasonable diligence should have learned of, the underlying facts on or before the date of dissolution, or within 3 years after the date of dissolution with respect to any other remedy or cause of action. Any such remedy or cause of action not commenced within the applicable period is barred. The corporation continues as a body corporate for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or character by or against it and of enabling it gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which it was established.
2. Nothing in this section shall be so construed as to lengthen any shorter statute of limitations otherwise applicable provided that no provision of this chapter or other specific statute has the effect of applying any statute of limitations that is longer than provided for in this section with respect to any such remedy or cause of action. Nothing in this section shall be construed to create any remedy or cause of action available to or against the corporation or its directors, officers or stockholders.
[65:177:1925]—(NRS A 1949, 170; 1955, 165; 1985, 1793; 2011, 2791; 2013, 1273)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.590 - Trustees of dissolved corporation: Powers of directors.

1. Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its corporate existence, limited by its articles of incorporation, the directors become trustees thereof, with full power to prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the corporation, to enable the corporation gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which the corporation was established.
2. After paying or adequately providing for the liabilities and obligations of the corporation, the trustees, with the written consent of stockholders holding stock in the corporation entitling them to exercise at least a majority of the voting power, may sell the remaining assets or any part thereof to a corporation organized under the laws of this or any other state, and take in payment therefor the stock or bonds, or both, of that corporation and distribute them among the stockholders of the liquidated corporation, in proportion to their interest therein. No such sale is valid as against any stockholder who, within 30 days after the mailing of notice to the stockholder of the sale, applies to the district court for an appraisal of the value of his or her interest in the assets so sold, and unless within 30 days after the appraisal is confirmed by the court the stockholders consenting to the sale, or some of them, pay to the objecting stockholder or deposit for the objecting stockholder’s account, in the manner directed by the court, the amount of the appraisal. Upon the payment or deposit the interest of the objecting stockholder vests in the person or persons making the payment or deposit.
3. In winding up and liquidating the business and affairs of the corporation, the trustees have the duties imposed upon them, and the benefit of the presumptions established, by NRS 78.138.
[66:177:1925; NCL § 1665]—(NRS A 1993, 974; 2011, 2791)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.597 - Liability of stockholders of dissolved corporation.

1. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590, is not liable for any claim against the corporation in an amount in excess of such stockholder’s pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.
2. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590, is not liable for any claim against the corporation on which an action, suit or proceeding is not begun before the expiration of the period described in NRS 78.585.
3. The aggregate liability of any stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired for claims against such corporation must not exceed the amount distributed to such stockholder pursuant to NRS 78.590.
(Added to NRS by 2011, 2769)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.600 - Trustees or receivers for dissolved corporations: Appointment; powers.

When any corporation organized under this chapter shall be dissolved or cease to exist in any manner whatever, the district court, on application of any creditor or stockholder of the corporation, at any time, may either continue the directors trustees as provided in NRS 78.590, or appoint one or more persons to be receivers of and for the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes aforesaid.
[68:177:1925; NCL § 1667]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.610 - Duties of trustees or receivers; payment and distribution to creditors and stockholders.

The trustees or receivers, after payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the extent of their lawful priority, shall pay the other debts due from the corporation, if the funds in their hands shall be sufficient therefor, and if not, they shall distribute the same ratably among all the creditors who shall prove their debts in the manner that shall be directed by an order or decree of the court for that purpose. If there shall be any balance remaining after the payment of the debts and necessary expenses (or the making of adequate provision therefor), they shall distribute and pay the same to and among those who shall be justly entitled thereto, as having been stockholders of the corporation, or their legal representatives.
[70:177:1925; NCL § 1669]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.615 - Abatement of pending actions; substitution of dissolution trustees or receivers.

If any corporation organized under this chapter becomes dissolved by the expiration of its charter or otherwise, before final judgment obtained in any action pending or commenced in any court of record of this State against the corporation, the action shall not abate by reason thereof, but the dissolution of the corporation being suggested upon the record, and the names of the trustees or receivers of the corporation being entered upon the record, and notice thereof served upon the trustees or receivers, or if such service be impracticable upon the counsel of record in such case, the action shall proceed to final judgment against the trustees or receivers by the name of the corporation.
[71:177:1925; NCL § 1670]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.620 - Dissolution or forfeiture of charter by decree of court; filing.

Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the district court, the decree or judgment shall be forthwith filed by the clerk of the court in the Office of the Secretary of State.
[72:177:1925; NCL § 1671]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.622 - Reorganization under federal law: Powers of corporation.

1. If a corporation is under reorganization in a federal court pursuant to Title 11 of U.S.C., it may take any action necessary to carry out any proceeding and do any act directed by the court relating to reorganization, without further action by its directors or stockholders. This authority may be exercised by:
(a) The trustee in bankruptcy appointed by the court;
(b) Officers of the corporation designated by the court; or
(c) Any other representative appointed by the court,
with the same effect as if exercised by the directors and stockholders of the corporation.
2. By filing a confirmed plan or order of reorganization, certified by the bankruptcy court, with the Secretary of State, the corporation may:
(a) Alter, amend or repeal its bylaws;
(b) Constitute or reconstitute and classify or reclassify its board of directors;
(c) Name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office;
(d) Amend its articles of incorporation;
(e) Make any change in its authorized and issued stock;
(f) Make any other amendment, change, alteration or provision authorized by this chapter; and
(g) Be dissolved, transfer all or part of its assets, or merge or consolidate, or make any other change authorized by this chapter.
3. In any action taken pursuant to subsections 1 and 2, a stockholder has no right to demand payment for his or her stock.
4. Any amendment of the articles of incorporation made pursuant to subsection 2 must be signed under penalty of perjury by the person authorized by the court and filed with the Secretary of State. If the amendment is filed in accordance with the order of reorganization, it becomes effective when it is filed unless otherwise ordered by the court.
5. Any filing with the Secretary of State pursuant to this section must be accompanied by the appropriate fee, if any.
(Added to NRS by 1985, 1042; A 1993, 2765; 2001, 1376, 3199; 2003, 20th Special Session, 36)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.630 - Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.

1. Whenever any corporation becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or stockholders, any creditors holding at least 10 percent of the outstanding indebtedness, or stockholders owning at least 10 percent of the outstanding stock entitled to vote, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the corporation is located or, if the principal office is not located in this State, to the district court in the county in which the corporation’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.
2. The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.
3. If upon such inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or stockholders, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.
[46:177:1925; NCL § 1645]—(NRS A 1993, 974, 2765, 2820; 2007, 2649; 2009, 1682; 2021, 1511)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.635 - Appointment of receiver or trustee of insolvent corporation: Powers.

1. The district court, at the time of ordering the injunction, or at any time afterwards, may appoint a receiver or receivers or a trustee or trustees for the creditors and stockholders of the corporation.
2. Receivers or trustees shall have full power and authority:
(a) To demand, sue for, collect, receive and take into possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description of the corporation;
(b) To institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the corporation;
(c) In their discretion to compound and settle with any debtor or creditor of the corporation, or with persons having possession of its property or in any way responsible at law or in equity to the corporation at the time of its insolvency or suspension of business, or afterwards, upon such terms and in such manner as they shall deem just and beneficial to the corporation; and
(d) In case of mutual dealings between the corporation and any person to allow just setoffs in favor of such person in all cases in which the same ought to be allowed according to law and equity.
3. A debtor who shall have in good faith paid a debt to the corporation without notice of its insolvency or suspension of business, shall not be liable therefor, and the receiver or receivers or trustee or trustees shall have power to sell, convey and assign all the estate, rights and interests, and shall hold and dispose of the proceeds thereof under the directions of the district court.
[Part 47:177:1925; NCL § 1646]—(NRS A 1969, 93)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.640 - Property and privileges of insolvent corporation vest in appointed receiver.

All real and personal property of an insolvent corporation, wheresoever situated, and all its franchises, rights, privileges and effects shall, upon the appointment of a receiver, forthwith vest in the receiver, and the corporation shall be divested of the title thereto.
[48:177:1925; NCL § 1647]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.645 - Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.

1. Whenever a receiver shall have been appointed as provided in NRS 78.635 and it shall afterwards appear that the debts of the corporation have been paid or provided for, and that there remains or can be obtained by further contributions sufficient capital to enable it to resume its business, the district court may, in its discretion, a proper case being shown, direct the receiver to reconvey to the corporation all its property, franchises, rights and effects, and thereafter the corporation may resume control of and enjoy the same as fully as if the receiver had never been appointed.
2. In every case in which the district court shall not direct such reconveyance, the court may, in its discretion, make a decree dissolving the corporation and declaring its charter forfeited and void.
[49:177:1925; NCL § 1648]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.650 - Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.

1. Any holder or holders of one-tenth of the issued and outstanding stock may apply to the district court in the county in which the corporation has its principal place of business or, if the principal place of business is not located in this State, to the district court in the county in which the corporation’s registered office is located, for an order appointing a receiver, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by and through a receiver appointed by the court, whenever irreparable injury to the corporation is threatened or being suffered and:
(a) The corporation has willfully violated its charter;
(b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs and any presumption established by subsection 3 has been rebutted with respect to such conduct or control;
(c) The assets of the corporation are in danger of waste, sacrifice or loss through attachment, foreclosure, litigation or otherwise; or
(d) The corporation has dissolved, but has not proceeded diligently to wind up its affairs, or to distribute its assets in a reasonable time.
2. The application may be for the appointment of a receiver, without at the same time applying for the dissolution of the corporation, and notwithstanding the absence, if any there be, of any action or other proceeding in the premises pending in such court.
3. In any such application for a receivership, it is sufficient for a temporary appointment if notice of the same is given to the corporation alone, by process as in the case of an application for a temporary restraining order or injunction, and the hearing thereon may be had after 5 days’ notice unless the court directs a longer or different notice and different parties.
4. The court may, if good cause exists therefor, appoint one or more receivers for such purpose, but in all cases directors or trustees who have been guilty of no negligence nor active breach of duty must be preferred in making the appointment. The court may at any time for sufficient cause make a decree terminating the receivership, or dissolving the corporation and terminating its existence, or both, as may be proper.
5. Receivers so appointed have, among the usual powers, all the functions, powers, tenure and duties to be exercised under the direction of the court as are conferred on receivers and as provided in NRS 78.635, 78.640 and 78.645, whether the corporation is insolvent or not.
6. The ownership requirement set forth in subsection 1 must be maintained from the date and throughout the pendency of the application for the appointment of a receiver of the corporation.
[49a:177:1925; added 1941, 405; 1931 NCL § 1648.01]—(NRS A 1993, 2766; 2009, 1683; 2019, 2490)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.655 - Reorganization of corporation by majority of stockholders during receivership.

Whenever stockholders holding stock entitling them to exercise at least a majority of the voting power of the corporation shall have agreed upon a plan for the reorganization of the corporation and a resumption by it of the management and control of its property and business, the corporation may, with the consent of the district court:
1. Upon the reconveyance to it of its property and franchises, mortgage the same for such amount as may be necessary for the purposes of reorganization; and
2. Issue bonds or other evidences of indebtedness, or additional stock of one or more classes, with or without nominal or par value, or both, or both bonds and stock, or certificates of investment or participation certificates, and use the same for the full or partial payment of the creditors who will accept the same, or otherwise dispose of the same for the purposes of the reorganization.
[50:177:1925; NCL § 1649]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.660 - Powers of district court.

1. The court shall have power to send for persons and papers and to examine any persons, including the creditors and claimants, and the president, directors and other officers and agents of the corporation, on oath or affirmation, respecting its affairs and transactions and its estate, money, goods, chattels, credits, notes, bills and choses in action, real and personal estate and effects of every kind, and also respecting its debts, obligations, contracts and liabilities, and the claims against it.
2. If any person shall refuse to be sworn or affirmed, or to make answers to such questions as shall be put to the person, or refuse to declare the whole truth touching the subject matter of the examination, the district court may commit such person to a place of confinement, there to remain until the person shall submit to be examined, and pay all the costs of the proceedings against the person.
[51:177:1925; NCL § 1650]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.665 - Receiver to take possession of corporate assets upon court order.

The receiver, upon order of the court, with the assistance of a peace officer, may break open, in the daytime, the houses, shops, warehouses, doors, trunks, chests or other places of the corporation where any of its goods, chattels, choses in action, notes, bills, moneys, books, papers or other writings or effects have been usually kept, or shall be, and take possession of the same and of the lands and tenements belonging to the corporation.
[52:177:1925; NCL § 1651]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.670 - Inventory, list of debts and reports by receiver.

The receiver, as soon as convenient, shall lay before the district court a full and complete inventory of all the estate, property and effects of the corporation, its nature and probable value, and an account of all debts due from and to it, as nearly as the same can be ascertained, and make a report to the court of his or her proceedings at least every 3 months thereafter during the continuance of the trust, and whenever the receiver shall be so ordered.
[53:177:1925; NCL § 1652]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.675 - Creditors’ proofs of claims; when participation barred; notice.

All creditors shall present and make proof to the receiver of their respective claims against the corporation within 6 months from the date of appointment of the receiver or trustee for the corporation, or sooner if the court shall order and direct, and all creditors and claimants failing to do so within the time limited by this section, or the time prescribed by the order of the court, shall by the direction of the court be barred from participating in the distribution of the assets of the corporation. The court shall also prescribe what notice, by publication or otherwise, shall be given to creditors of such limitation of time.
[54:177:1925; A 1949, 158; 1943 NCL § 1653]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.680 - Creditors’ claims to be in writing under oath; examination of claimants.

Every claim against any corporation for which a receiver has been appointed shall be presented to the receiver in writing and upon oath. The claimant, if required, shall submit to such examination in relation to the claim as the court shall direct, and shall produce such books and papers relating to the claim as shall be required. The court shall have power to authorize the receiver to examine, under oath or affirmation, all witnesses produced before the receiver touching the claim or any part thereof.
[55:177:1925; NCL § 1654]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.685 - Action on creditors’ claims; appeal of disallowed claims.

1. The clerk of the district court, immediately upon the expiration of the time fixed for the filing of claims, shall notify the trustee or receiver of the filing of the claims. The trustee or receiver shall inspect the claims and within 30 days notify each claimant of his or her decision. The trustee or receiver may require all creditors whose claims are disputed to submit themselves to an examination in relation to their claims, and to produce such books and papers relating to their claims as the trustee or receiver requests. The trustee or receiver may examine, under oath or affirmation, all witnesses produced before him or her regarding the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of the determination.
2. Every creditor or claimant who has received notice from the receiver or trustee that his or her claim has been disallowed in whole or in part may appeal to the district court within 30 days thereafter. The court, after a hearing, shall determine the rights of the parties.
[56:177:1925; NCL § 1655] + [Part 57:177:1925; NCL § 1656]—(NRS A 1991, 1239)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.695 - Substitution of receiver as party; abatement of actions.

1. A receiver, upon application by him or her, shall be substituted as party plaintiff or complainant in the place and stead of the corporation in any suit or proceeding at law or in equity which was pending at the time of the receiver’s appointment.
2. No action against a receiver of a corporation shall abate by reason of the receiver’s death, but, upon suggestion of the facts on the record, shall be continued against the receiver’s successor, or against the corporation in case no new receiver be appointed.
[58:177:1925; NCL § 1657] + [59:177:1925; NCL § 1658]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.700 - Sales of encumbered or deteriorating property.

Where property of an insolvent corporation is at the time of the appointment of a receiver encumbered with mortgages or other liens, the legality of which is brought in question, or the property is of a character which will materially deteriorate in value pending the litigation, the district court may order the receiver to sell the same, clear of encumbrances, at public or private sale, for the best price that can be obtained, and pay the money into court, there to remain subject to the same liens and equities of all parties in interest as was the property before sale, to be disposed of as the court shall direct.
[60:177:1925; NCL § 1659]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.705 - Compensation, costs and expenses of receiver.

Before distribution of the assets of an insolvent corporation among the creditors or stockholders, the district court shall allow a reasonable compensation to the receiver for his or her services and the costs and expenses of the administration of the trust, and the cost of the proceedings in the court, to be first paid out of the assets.
[61:177:1925; NCL § 1660]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.710 - Distribution of money to creditors and stockholders.

After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the extent of their lawful priority, the creditors shall be paid proportionately to the amount of their respective debts, excepting mortgage and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors. The creditors shall be entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the same. The surplus funds, if any, after payment of the creditors and the costs, expenses and allowances, shall be distributed among the stockholders or their legal representatives in proportion to their interests.
[62:177:1925; NCL § 1661]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.715 - Acts of majority of receivers effectual; removal and vacancies.

1. Every matter and thing by this chapter required to be done by receivers or trustees shall be good and effectual, to all intents and purposes, if performed by a majority of them.
2. The district court may remove any receiver or trustee and appoint another or others in his or her place to fill any vacancy which may occur.
[63:177:1925; NCL § 1662]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.720 - Employees’ liens for wages when corporation insolvent.

1. Whenever any corporation becomes insolvent or is dissolved in any way or for any cause, the employees doing labor or service, of whatever character, in the regular employ of the corporation, have a lien upon the assets thereof for the amount of wages due to them, not exceeding $1,000, which have been earned within 3 months before the date of the insolvency or dissolution, which must be paid before any other debt of the corporation.
2. The word "employees" does not include any of the officers of the corporation.
[86:177:1925; NCL § 1685]—(NRS A 1959, 607; 1983, 1362)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.725 - Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.

1. Any corporation organized and existing under the laws of this State on April 1, 1925, may reincorporate under this chapter, either under the same or a different name, by:
(a) Filing with the Secretary of State a certificate signed by its president and attested by its secretary and duly authorized by a meeting of the stockholders called for that purpose, setting forth the statements required in the original articles of incorporation by NRS 78.035; and
(b) Surrendering the existing charter or articles of incorporation of the corporation, and accepting the provisions of this chapter.
2. Upon the filing of the certificate, the corporation shall be deemed to be incorporated under this chapter and is entitled to and possesses all the privileges, franchises and powers as if originally incorporated under this chapter. All the properties, rights and privileges theretofore belonging to the corporation, which were acquired by gift, grant, conveyance, assignment or otherwise, are hereby ratified, approved and confirmed and assured to the corporation with like effect and to all intents and purposes as if the same had been originally acquired through incorporation under this chapter.
3. Any corporation reincorporating under this chapter is subject to all the contracts, duties and obligations theretofore resting upon the corporation whose charter or articles of incorporation are thus surrendered or to which the corporation is then in any way liable.
[82:177:1925; NCL § 1681]—(NRS A 1971, 1105; 2003, 3106; 2015, 3233)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.740 - Renewal or revival: Status of corporation.

1. Any corporation existing on or incorporated after April 1, 1925, desiring to renew or revive its corporate existence, upon complying with the provisions of this chapter, is and continues for the time stated in its certificate of renewal to be a corporation, and in addition to the rights, privileges and immunities conferred by its original charter, possesses and enjoys all the benefits of this chapter that are applicable to the nature of its business, and is subject to the restrictions and liabilities by this chapter imposed on such corporations.
2. Except as otherwise provided in NRS 78.185, a renewal or revival pursuant to NRS 78.730 relates back to the date on which the corporation’s charter expired or was revoked and renews or revives the corporation’s charter and right to transact business as if such right had at all times remained in full force and effect.
[95:177:1925; NCL § 1694]—(NRS A 1993, 976; 2007, 2421)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.745 - Action against stockholder for unpaid subscriptions; limitation of action.

No action shall be brought by the corporation against any stockholder for any unpaid subscription unless within 2 years after the debt becomes due, and no action shall be brought against the stockholder after the stockholder shall cease to be the owner of the shares, unless brought within 2 years from the time the stockholder shall have ceased to be a stockholder.
[17:177:1925; NCL § 1616]
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.746 - Action against stockholder by judgment creditor; limitations.

1. On application to a court of competent jurisdiction by any judgment creditor of a stockholder, the court may charge the stockholder’s stock with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the stockholder’s stock.
2. Subject to the provisions of NRS 78.747, this section:
(a) Provides the exclusive remedy by which a judgment creditor of a stockholder or an assignee of a stockholder may satisfy a judgment out of the stock of the judgment debtor. No other remedy, including, without limitation, foreclosure on the stockholder’s stock or a court order for directions, accounts and inquiries that the debtor or stockholder might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s interest in the corporation, and no other remedy may be ordered by a court.
(b) Does not deprive any stockholder of the benefit of any exemption applicable to the stockholder’s stock.
(c) Applies only to a corporation that:
(1) Has fewer than 100 stockholders of record at any time.
(2) Is not a publicly traded corporation or a subsidiary of a publicly traded corporation, either in whole or in part.
(3) Is not a professional corporation as defined in NRS 89.020.
(d) Does not apply to any liability of a stockholder that exists as the result of an action filed before July 1, 2007.
(e) Does not supersede any written agreement between a stockholder and a creditor if the written agreement does not conflict with the corporation’s articles of incorporation, bylaws or any shareholder agreement to which the stockholder is a party.
3. As used in this section, "rights of an assignee" means the rights to receive the share of the distributions or dividends paid by the corporation to which the judgment debtor would otherwise be entitled. The term does not include the rights to participate in the management of the business or affairs of the corporation or to become a director of the corporation.
(Added to NRS by 2007, 2639; A 2009, 2829; 2011, 2792)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.747 - Liability of another person for debt or liability of corporation.

1. Except as otherwise specifically provided by statute or agreement, no person other than a corporation is individually liable for a debt or liability of the corporation unless the person acts as the alter ego of the corporation.
2. A person acts as the alter ego of a corporation only if:
(a) The corporation is influenced and governed by the person;
(b) There is such unity of interest and ownership that the corporation and the person are inseparable from each other; and
(c) Adherence to the notion of the corporation being an entity separate from the person would sanction fraud or promote a manifest injustice.
3. The question of whether a person acts as the alter ego of a corporation must be determined by the court as a matter of law.
(Added to NRS by 2001, 3170; A 2019, 99)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.750 - Service of process on corporations.

1. In any action commenced against any corporation in any court of this State, service of process may be made in the manner provided by law and rule of court for the service of civil process.
2. Service of process on a corporation whose charter has been revoked or which has been continued as a body corporate pursuant to NRS 78.585 may be made by mailing copies of the process and any associated records by certified mail, with return receipt requested, to:
(a) The registered agent of the corporation, if there is one; and
(b) Each officer and director of the corporation as named in the list last filed with the Secretary of State before the dissolution or expiration of the corporation or the forfeiture of its charter.
The manner of serving process described in this subsection does not affect the validity of any other service authorized by law.
[81:177:1925; NCL § 1680]—(NRS A 1979, 568; 1997, 474; 2001, 1377, 3199; 2003, 3107; 2007, 2650)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.752 - Insurance and other financial arrangements against liability of directors, officers, employees and agents.

1. A corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify such a person against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant to subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation.
(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the board of directors, even if all or part of the other person’s stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to personal liability for his or her action,
even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
5. A corporation or its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not subject to the provisions of title 57 of NRS.
(Added to NRS by 1987, 80)
2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.755 - Duties: Collection of fees; employment of new technology to aid in performance.

1. The Secretary of State, for services relating to official duties and the records of the Office of the Secretary of State, shall charge and collect the fees designated in NRS 78.760 to 78.785, inclusive.
2. The Secretary of State may accept the filing of records by facsimile machine and employ new technology, as it is developed, to aid in the performance of all duties required by law. The Secretary of State may establish rules, fee schedules and regulations not inconsistent with law, for filing records by facsimile machine and for the adoption, employment and use of new technology in the performance of his or her duties.
[Part 1:52:1933; A 1949, 363; 1951, 393] + [Part 2:52:1933; A 1949, 409; 1943 NCL § 7421.02]—(NRS A 1979, 76; 1991, 1239; 1997, 2810; 2003, 3107)