Senate Bill No. 51–Committee on Judiciary
Prefiled January 24, 2001
(On Behalf of Encouraging Businesses to
Organize and
Conduct Business in Nevada (S.C.R. 19))
____________
Referred to Committee on Judiciary
SUMMARY—Makes various changes concerning
requirements for formation, maintenance and management of business
associations. (BDR 7‑255)
FISCAL NOTE: Effect on Local Government: No.
~
EXPLANATION
– Matter in bolded italics is new; matter
between brackets [omitted material] is material to be omitted.
Green numbers along
left margin indicate location on the printed bill (e.g., 5-15 indicates page 5, line 15).
AN ACT relating to business associations; providing for the decrease of issued and
outstanding shares of stock in certain circumstances; providing for the voting
rights of fiduciaries and joint owners of stock; revising provisions governing
the forfeiture of stock by delinquent subscribers; providing for the
registration and management of foreign limited-liability companies; revising
provisions governing the merger, conversion and exchange of business entities;
providing for the domestication of certain foreign business entities; making
various other changes pertaining to business associations; and providing other
matters properly relating thereto.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
1-1 Section
1. Chapter 78 of NRS is hereby
amended by adding thereto
1-2 the provisions set forth as sections 2 and 3 of this
act.
1-3 Sec. 2. 1. A
person holding stock in a fiduciary capacity is entitled
1-4 to vote the shares so held.
1-5 2. A person whose stock is
pledged is entitled to vote, unless in the
1-6 pledge the pledgor has
expressly empowered the pledgee to vote the stock,
1-7 in which case only the
pledgee or the proxy of the pledgee may vote the
1-8 stock.
1-9 3. If shares or other securities
having voting power stand of record
1-10 in the names of two or more
persons, whether fiduciaries, joint tenants,
1-11 tenants in common or
otherwise, or if two or more persons have the same
1-12 fiduciary relationship
respecting the shares or securities, unless the
2-1 secretary of the corporation
is given written notice to the contrary and is
2-2 furnished with a copy of the
instrument or order appointing them or
2-3 creating the relationship,
their acts with respect to voting have the
2-4 following effect:
2-5 (a) If only one votes, that person’s act binds all;
2-6 (b) If more than one votes, the act chosen by a majority of votes
binds
2-7 all; or
2-8 (c) If more than one votes, but the vote is evenly split on any
2-9 particular matter, each
faction may vote the shares or securities in
2-10 question proportionally.
2-11 Sec. 3. 1. Unless otherwise
provided in the articles of
2-12 incorporation, a corporation
that desires to decrease the number of
2-13 issued and outstanding
shares of a class or series held by each
2-14 stockholder of record at the
effective date and time of the change without
2-15 correspondingly decreasing
the number of authorized shares of the same
2-16 class or series may do so
if:
2-17 (a) The board of directors adopts a resolution setting forth the
2-18 proposal to decrease the
number of issued and outstanding shares of a
2-19 class or series; and
2-20 (b) The proposal is approved by the vote of stockholders holding a
2-21 majority of the voting power
of the affected class or series, or such
2-22 greater proportion as may be
provided in the articles of incorporation,
2-23 regardless of limitations or
restrictions on the voting power of the
2-24 affected class or series.
2-25 2. If the proposal required
by subsection 1 is approved by the
2-26 stockholders entitled to
vote, the corporation may reissue its stock in
2-27 accordance with the proposal
after the effective date and time of the
2-28 change.
2-29 3. If a proposed decrease
in the number of issued and outstanding
2-30 shares of any class or
series would adversely alter or change any
2-31 preference, or any relative
or other right given to any other class or
2-32 series of outstanding
shares, then the decrease must be approved by the
2-33 vote, in addition to any
vote otherwise required, of the shares
2-34 representing a majority of
the voting power of each class or series whose
2-35 preference or rights are
adversely affected by the decrease, or such
2-36 greater proportion as may be
provided in the articles of incorporation,
2-37 regardless of limitations or
restrictions on the voting power of the
2-38 adversely affected class or
series.
2-39 4. Any proposal to decrease
the number of issued and outstanding
2-40 shares of any class or
series, if any, that includes provisions pursuant to
2-41 which only money will be
paid or scrip will be issued to stockholders
2-42 who:
2-43 (a) Before the decrease in the number of shares becomes effective,
2-44 hold 1 percent or more of
the outstanding shares of the affected class or
2-45 series; and
2-46 (b) Would otherwise be entitled to receive fractions of shares in
2-47 exchange for the
cancellation of all their outstanding shares,
2-48 is subject to the provisions
of NRS 92A.300 to 92A.500, inclusive. If the
2-49 proposal is subject to those
provisions, any stockholder who is obligated
3-1 to accept money or scrip
rather than receive a fraction of a share
3-2 resulting from the action taken
pursuant to this section may dissent in
3-3 accordance with the
provisions of NRS 92A.300 to 92A.500, inclusive,
3-4 and obtain payment of the
fair value of the fraction of a share to which
3-5 the stockholder would
otherwise be entitled.
3-6 Sec. 4. NRS
78.010 is hereby amended to read as follows:
3-7 78.010 1. As
used in this chapter:
3-8 (a) “Approval”
and “vote” as describing action by the directors or
3-9 stockholders mean the vote of directors in person or
by written consent or
3-10 of stockholders in person, by proxy or by written
consent.
3-11 (b) “Articles,”
“articles of incorporation” and “certificate of
3-12 incorporation” are synonymous terms and unless the
context otherwise
3-13 requires, include all certificates filed pursuant to
NRS 78.030, 78.1955,
3-14 78.209, 78.380, 78.385 and 78.390 and any articles
of merger [or] ,
3-15 conversion, exchange
or domestication filed pursuant to NRS 92A.200 to
3-16 92A.240, inclusive [.] , and sections 76 to 82, inclusive, of this act. Unless
3-17 the context otherwise requires, these terms include
restated articles and
3-18 certificates of incorporation.
3-19 (c) “Directors”
and “trustees” are synonymous terms.
3-20 (d) “Receiver”
includes receivers and trustees appointed by a court as
3-21 provided in this chapter or in chapter 32 of NRS.
3-22 (e) “Registered
office” means the office maintained at the street address
3-23 of the resident agent.
3-24 (f) “Resident
agent” means the agent appointed by the corporation upon
3-25 whom process or a notice or demand authorized by law
to be served upon
3-26 the corporation may be served.
3-27 (g) “Sign”
means to affix a signature to a document.
3-28 (h) “Signature”
means a name, word or mark executed or adopted by a
3-29 person with the present intention to authenticate a
document. The term
3-30 includes, without limitation, a digital signature as
defined in NRS 720.060.
3-31 (i) “Stockholder
of record” means a person whose name appears on the
3-32 stock ledger of the corporation.
3-33 (j) “Street
address” of a resident agent means the actual physical
3-34 location in this state at which a resident agent is
available for service of
3-35 process.
3-36 2. General terms and powers given in this
chapter are not restricted by
3-37 the use of special terms, or by any grant of special
powers contained in this
3-38 chapter.
3-39 Sec. 5. NRS
78.125 is hereby amended to read as follows:
3-40 78.125 1. Unless
it is otherwise provided in the articles of
3-41 incorporation, the board of directors may designate
one or more
3-42 committees which, to the extent provided in the
resolution or resolutions or
3-43 in the bylaws of the corporation, have and may
exercise the powers of the
3-44 board of directors in the management of the business
and affairs of the
3-45 corporation . [, and may have power to authorize the seal of the corporation
3-46 to be affixed to
all papers on which the corporation desires to place a seal.]
3-47 2. The committee or committees must have such
name or names as
3-48 may be stated in the bylaws of the corporation or as
may be determined
3-49 from time to time by resolution adopted by the board
of directors.
4-1 3. Each committee must include at least one
director. Unless the
4-2 articles of incorporation or the bylaws provide
otherwise, the board of
4-3 directors may appoint natural persons who are not
directors to serve on
4-4 committees.
4-5 4. The board of directors
may designate one or more directors as
4-6 alternate members of a
committee to replace any member who is
4-7 disqualified or absent from
a meeting of the committee. The bylaws of the
4-8 corporation may provide
that, unless the board of directors appoints
4-9 alternate members pursuant
to this subsection, the member or members
4-10 of a committee present at a
meeting and not disqualified from voting,
4-11 whether or not the member or
members constitute a quorum, may
4-12 unanimously appoint another
member of the board of directors to act at
4-13 the meeting in the place of
an absent or disqualified member of the
4-14 committee.
4-15 Sec. 6. NRS
78.150 is hereby amended to read as follows:
4-16 78.150 1. A
corporation organized [under] pursuant to the laws
of
4-17 this state shall, on or before the first day of the
second month after the
4-18 filing of its articles of incorporation with the
secretary of state, file with the
4-19 secretary of state a list, on a form furnished by
him, containing:
4-20 (a) The name
of the corporation;
4-21 (b) The file
number of the corporation, if known;
4-22 (c) The names
and titles of the president, secretary, treasurer and of all
4-23 the directors of the corporation;
4-24 (d) The
mailing or street address, either residence or business, of each
4-25 officer and director listed, following the name of
the officer or director;
4-26 and
4-27 (e) The
signature of an officer of the corporation certifying that the list
4-28 is true, complete and accurate.
4-29 2. The corporation shall annually thereafter, on
or before the last day
4-30 of the month in which the anniversary date of
incorporation occurs in each
4-31 year, file with the secretary of state, on a form
furnished by him, an
4-32 [amended] annual list
containing all of the information required in
4-33 subsection 1.
4-34 3. Upon filing [a list of officers and directors,] the annual list required
4-35 by subsection 2, the corporation shall pay to
the secretary of state a fee of
4-36 $85.
4-37 4. The secretary of state shall, 60 days before
the last day for filing the
4-38 annual list required by subsection 2, cause to be
mailed to each corporation
4-39 which is required to comply with the provisions of
NRS 78.150 to 78.185,
4-40 inclusive, and which has not become delinquent, a
notice of the fee due
4-41 pursuant to subsection 3 and a reminder to file [a list of officers and
4-42 directors.] the annual list required
by subsection 2. Failure of any
4-43 corporation to receive a notice or form does not
excuse it from the penalty
4-44 imposed by law.
4-45 5. If the list to be filed pursuant to the
provisions of subsection 1 or 2
4-46 is defective in any respect or the fee required by
subsection 3 , 6 or 7 is not
4-47 paid, the secretary of state may return the list for
correction or payment.
5-1 6. An annual list for a corporation not in
default which is received by
5-2 the secretary of state more than 60 days before its
due date shall be deemed
5-3 an amended list for the previous year and [does not satisfy the requirements
5-4 of subsection 2
for the year to which the due date is applicable.] must be
5-5 accompanied by a fee of $85
for filing. A payment submitted pursuant to
5-6 this subsection does not
satisfy the requirements of subsection 2 for the
5-7 year to which the due date
is applicable.
5-8 7. If the corporation is an association as
defined in NRS 116.110315,
5-9 the secretary of state shall not accept the filing
required by this section
5-10 unless it is accompanied by evidence of the payment
of the fee required to
5-11 be paid pursuant to NRS 116.31155 that is provided
to the association
5-12 pursuant to subsection 4 of that section.
5-13 Sec. 7. NRS
78.175 is hereby amended to read as follows:
5-14 78.175 1. The
secretary of state shall notify, by letter addressed to its
5-15 resident agent, each corporation deemed in default
pursuant to NRS
5-16 78.170. The notice must be accompanied by a
statement indicating the
5-17 amount of the filing fee, penalties and costs
remaining unpaid.
5-18 2. On the first day of the [ninth month following]
second anniversary
5-19 of the month in which the
filing was required, the charter of the corporation
5-20 is revoked and its right to transact business is
forfeited.
5-21 3. The secretary of state shall compile a
complete list containing the
5-22 names of all corporations whose right to do business
has been forfeited.
5-23 The secretary of state shall forthwith notify, by
letter addressed to its
5-24 resident agent, each such corporation of the
forfeiture of its charter. The
5-25 notice must be accompanied by a statement indicating
the amount of the
5-26 filing fee, penalties and costs remaining unpaid.
5-27 4. If the charter of a corporation is revoked
and the right to transact
5-28 business is forfeited as provided in subsection 2,
all of the property and
5-29 assets of the defaulting domestic corporation must
be held in trust by the
5-30 directors of the corporation as for insolvent
corporations, and the same
5-31 proceedings may be had with respect thereto as are
applicable to insolvent
5-32 corporations. Any person interested may institute
proceedings at any time
5-33 after a forfeiture has been declared, but if the
secretary of state reinstates
5-34 the charter the proceedings must at once be
dismissed and all property
5-35 restored to the officers of the corporation.
5-36 5. Where the assets are distributed they must be
applied in the
5-37 following manner:
5-38 (a) To the
payment of the filing fee, penalties and costs due to the state;
5-39 (b) To the
payment of the creditors of the corporation; and
5-40 (c) Any balance
remaining to distribution among the stockholders.
5-41 Sec. 8. NRS
78.180 is hereby amended to read as follows:
5-42 78.180 1. Except
as otherwise provided in subsections 3 and 4, the
5-43 secretary of state shall reinstate a corporation which
has forfeited its right
5-44 to transact business [under]
pursuant to the provisions of
this chapter and
5-45 restore to the corporation its right to carry on
business in this state, and to
5-46 exercise its corporate privileges and immunities, if
it:
5-47 (a) Files
with the secretary of state the list required by NRS 78.150; and
5-48 (b) Pays to
the secretary of state:
6-1 (1) The
annual filing fee and penalty set forth in NRS 78.150 and
6-2 78.170 for each year or portion thereof during which
[its charter was
6-3 revoked;] it failed to file each
required annual list in a timely manner;
6-4 and
6-5 (2) A fee
of $50 for reinstatement.
6-6 2. When the secretary of state reinstates the
corporation, he shall:
6-7 (a) Immediately
issue and deliver to the corporation a certificate of
6-8 reinstatement authorizing it to transact business as
if the filing fee or fees
6-9 had been paid when due; and
6-10 (b) Upon
demand, issue to the corporation one or more certified copies
6-11 of the certificate of reinstatement.
6-12 3. The secretary of state shall not order a
reinstatement unless all
6-13 delinquent fees and penalties have been paid, and
the revocation of the
6-14 charter occurred only by reason of failure to pay
the fees and penalties.
6-15 4. If a corporate charter has been revoked
pursuant to the provisions of
6-16 this chapter and has remained revoked for a period
of 5 consecutive years,
6-17 the charter must not be reinstated.
6-18 Sec. 9. NRS
78.195 is hereby amended to read as follows:
6-19 78.195 1. If
a corporation desires to have more than one class or
6-20 series of stock, the articles of incorporation must
prescribe, or vest
6-21 authority in the board of directors to prescribe,
the classes, series and the
6-22 number of each class or series of stock and the
voting powers,
6-23 designations, preferences, limitations, restrictions
and relative rights of
6-24 each class or series of stock. If more than one
class or series of stock is
6-25 authorized, the articles of incorporation or the
resolution of the board of
6-26 directors passed pursuant to a provision of the
articles must prescribe a
6-27 distinguishing designation for each class and
series. The voting powers,
6-28 designations, preferences, limitations,
restrictions, relative rights and
6-29 distinguishing designation of each class or series
of stock must be
6-30 described in the articles of incorporation or the
resolution of the board of
6-31 directors before the issuance of shares of that
class or series.
6-32 2. All shares of a series must have voting
powers, designations,
6-33 preferences, limitations, restrictions and relative
rights identical with those
6-34 of other shares of the same series and, except to
the extent otherwise
6-35 provided in the description of the series, with
those of other series of the
6-36 same class.
6-37 3. Unless otherwise provided in the articles of
incorporation, no stock
6-38 issued as fully paid up may ever be assessed and the
articles of
6-39 incorporation must not be amended in this
particular.
6-40 4. Any rate, condition or time for payment of
distributions on any class
6-41 or series of stock may be made dependent upon any
fact or event which
6-42 may be ascertained outside the articles of
incorporation or the resolution
6-43 providing for the distributions adopted by the board
of directors if the
6-44 manner in which a fact or event may operate upon the
rate, condition or
6-45 time of payment for the distributions is stated in
the articles of
6-46 incorporation or the resolution.
As used in this subsection, “fact or event”
6-47 includes, without
limitation, the existence of a fact or occurrence of an
6-48 event, including, without
limitation, a determination or action by a
7-1 person, government,
governmental agency or political subdivision of a
7-2 government.
7-3 5. The provisions of this section do not
restrict the directors of a
7-4 corporation from taking action to protect the
interests of the corporation
7-5 and its stockholders, including, but not limited to,
adopting or executing
7-6 plans, arrangements or instruments that grant rights to stockholders or
7-7 that deny rights, privileges,
power or authority to a holder of a specified
7-8 number of shares or percentage of share ownership or
voting power.
7-9 Sec. 10. NRS
78.1955 is hereby amended to read as follows:
7-10 78.1955 1. If
the voting powers, designations, preferences,
7-11 limitations, restrictions and relative rights of any
class or series of stock
7-12 have been established by a resolution of the board
of directors pursuant to a
7-13 provision in the articles of incorporation, a
certificate of designation setting
7-14 forth the resolution must be
signed by an officer of the corporation and
7-15 filed with the secretary of state . [setting
forth the resolution. The
7-16 certificate of
designation must be executed by the president or vice
7-17 president and
secretary or assistant secretary and acknowledged by the
7-18 president or vice
president before a person authorized by the laws of
7-19 Nevada to take
acknowledgments of deeds. The] A certificate
of
7-20 designation [so executed
and acknowledged must be filed]
signed and filed
7-21 pursuant to this section
must become effective before the issuance of any
7-22 shares of the class or series.
7-23 2. Unless otherwise provided in the articles of
incorporation or the
7-24 certificate of designation being amended, if no
shares of a class or series of
7-25 stock established by a resolution of the board of
directors have been issued,
7-26 the designation of the class or series, the number
of the class or series and
7-27 the voting powers, designations, preferences,
limitations, restrictions and
7-28 relative rights of the class or series may be
amended by a resolution of the
7-29 board of directors pursuant to a certificate of
amendment filed in the
7-30 manner provided in subsection 4.
7-31 3. Unless otherwise provided in the articles of
incorporation or the
7-32 certificate of designation, if shares of a class or
series of stock established
7-33 by a resolution of the board of directors have been
issued, the designation
7-34 of the class or series, the number of the class or
series and the voting
7-35 powers, designations, preferences, limitations,
restrictions and relative
7-36 rights of the class or series may be amended by a
resolution of the board of
7-37 directors only if the amendment is approved as
provided in this subsection.
7-38 Unless otherwise provided in the articles of
incorporation or the certificate
7-39 of designation, the proposed amendment adopted by
the board of directors
7-40 must be approved by the vote of stockholders holding
shares in the
7-41 corporation entitling them to exercise a majority of
the voting power, or
7-42 such greater proportion of the voting power as may
be required by the
7-43 articles of incorporation or the certificate of designation,
of:
7-44 (a) The class
or series of stock being amended; and
7-45 (b) Each
class and each series of stock which, before amendment, is
7-46 senior to the class or series being amended as to
the payment of
7-47 distributions upon dissolution of the corporation,
regardless of any
7-48 limitations or restrictions on the voting power of
that class or series.
8-1 4. A certificate of amendment to a certificate
of designation must be
8-2 signed by an officer of the
corporation and filed with the secretary of state
8-3 and must:
8-4 (a) Set forth
the original designation and the new designation, if the
8-5 designation of the class or series is being amended;
8-6 (b) State
that no shares of the class or series have been issued or state
8-7 that the approval of the stockholders required
pursuant to subsection 3 has
8-8 been obtained; and
8-9 (c) Set forth
the amendment to the class or series or set forth the
8-10 designation of the class or series, the number of
the class or series and the
8-11 voting powers, designations, preferences,
limitations, restrictions and
8-12 relative rights of the class or series, as amended.
8-13 [The certificate of
amendment must be executed by the president or vice
8-14 president and
secretary or assistant secretary and acknowledged by the
8-15 president or vice
president before a person authorized by the laws of
8-16 Nevada to take
acknowledgments of deeds.]
8-17 5. A certificate filed
pursuant to subsection 1 or 4 becomes effective
8-18 upon filing with the
secretary of state or upon a later date specified in the
8-19 certificate, which must not
be later than 90 days after the certificate is
8-20 filed.
8-21
6. If shares of a class or
series of stock established by a certificate of
8-22 designation are not
outstanding, the corporation may file a certificate:
8-23 (a) Stating that no shares of the class or series are outstanding;
and
8-24 (b) Containing the resolution of the board of directors authorizing
the
8-25 withdrawal of the
certificate of designation establishing the class or
8-26 series of stock. The
certificate must be signed by an officer of the
8-27 corporation and filed with
the secretary of state. Upon filing the
8-28 certificate and payment of
the fee required pursuant to NRS 78.765, all
8-29 matters contained in the
certificate of designation regarding the class or
8-30 series of stock are
eliminated from the articles of incorporation.
8-31 7. NRS 78.380, 78.385 and
78.390 do not apply to certificates of
8-32 amendment filed pursuant to
this section.
8-33 Sec. 11. NRS
78.196 is hereby amended to read as follows:
8-34 78.196 1. Each
corporation must have:
8-35 (a) One or
more classes or series of shares that together have unlimited
8-36 voting rights; and
8-37 (b) One or
more classes or series of shares that together are entitled to
8-38 receive the net assets of the corporation upon
dissolution.
8-39 If the articles of incorporation provide for only
one class of stock, that class
8-40 of stock has unlimited voting rights and is entitled
to receive the net assets
8-41 of the corporation upon dissolution.
8-42 2. The articles of incorporation, or a resolution
of the board of
8-43 directors pursuant thereto, may authorize one or
more classes or series of
8-44 stock that:
8-45 (a) Have
special, conditional or limited voting powers, or no right to
8-46 vote, except to the extent otherwise provided by
this Title;
8-47 (b) Are
redeemable or convertible:
8-48 (1) At the
option of the corporation, the stockholders or another
8-49 person, or upon the occurrence of a designated
event;
9-1 (2) For
cash, indebtedness, securities or other property; or
9-2 (3) In a
designated amount or in an amount determined in accordance
9-3 with a designated formula or by reference to
extrinsic data or events;
9-4 (c) Entitle
the stockholders to distributions calculated in any manner,
9-5 including dividends that may be cumulative,
noncumulative or partially
9-6 cumulative;
9-7 (d) Have
preference over any other class or series of shares with respect
9-8 to distributions, including dividends and
distributions upon the dissolution
9-9 of the corporation;
9-10 (e) Have par
value; or
9-11 (f) Have
powers, designations, preferences, limitations, restrictions and
9-12 relative rights dependent upon any fact or event
which may be ascertained
9-13 outside of the articles of incorporation or the resolution
if the manner in
9-14 which the fact or event may operate on such class or
series of stock is
9-15 stated in the articles of incorporation or the
resolution.
9-16 3. Unless otherwise
provided in the articles of incorporation or in a
9-17 resolution of the board of
directors establishing a class or series of stock,
9-18 shares which are subject to
redemption and which have been called for
9-19 redemption are not deemed to
be outstanding shares for purposes of
9-20 voting or determining the
total number of shares entitled to vote on a
9-21 matter on and after the date
on which:
9-22 (a) Written notice of redemption has been sent to the holders of
such
9-23 shares; and
9-24 (b) A sum sufficient to redeem the shares has been irrevocably
9-25 deposited or set aside to
pay the redemption price to the holders of the
9-26 shares upon surrender of any
certificates.
9-27 4. The description of voting
powers, designations, preferences,
9-28 limitations, restrictions and relative rights of the
classes or series of shares
9-29 contained in this section is not exclusive.
9-30 Sec. 12. NRS
78.205 is hereby amended to read as follows:
9-31 78.205 1. A
corporation is not [obliged] obligated
to but may
9-32 execute and deliver a certificate for or including a
fraction of a share.
9-33 2. In lieu of executing and delivering a certificate
for a fraction of a
9-34 share, a corporation may:
9-35 (a) Pay to
any person otherwise entitled to become a holder of a fraction
9-36 of a share:
9-37 (1) The
appraised value of that share if the appraisal was properly
9-38 demanded [;] pursuant to this chapter or chapter 92A of NRS; or
9-39 (2) If no
appraisal was demanded or an appraisal was not properly
9-40 demanded, an amount in cash specified for that
purpose as the value of the
9-41 fraction in the articles, plan of reorganization,
plan of merger or exchange,
9-42 resolution of the board of directors, or other
instrument pursuant to which
9-43 the fractional share would otherwise be issued, or,
if not specified, then as
9-44 may be determined for that purpose by the board of
directors of the issuing
9-45 corporation;
9-46 (b) Issue
such additional fraction of a share as is necessary to increase
9-47 the fractional share to a full share; or
9-48 (c) Execute
and deliver registered or bearer scrip over the manual or
9-49 facsimile signature of an officer of the corporation
or of its agent for that
10-1 purpose, exchangeable as provided on the scrip for
full share certificates,
10-2 but the scrip does not entitle the holder to any
rights as a stockholder
10-3 except as provided on the scrip. The scrip may
provide that it becomes void
10-4 unless the rights of the holders are exercised
within a specified period and
10-5 may contain any other provisions or conditions that
the corporation deems
10-6 advisable. Whenever any scrip ceases to be
exchangeable for full share
10-7 certificates, the shares that would otherwise have
been issuable as provided
10-8 on the scrip are deemed to be treasury shares unless
the scrip contains other
10-9 provisions for their disposition.
10-10 3. The provisions of this
section do not prevent a person who holds a
10-11 fractional share from
disputing the appraised value of a share pursuant
10-12 to NRS 92A.300 to 92A.500,
inclusive, if the person is otherwise entitled
10-13 to exercise such rights.
10-14 Sec. 13. NRS
78.207 is hereby amended to read as follows:
10-15 78.207 1. Unless
otherwise provided in the articles of incorporation,
10-16 a corporation [organized and existing under the laws of this state] that
10-17 desires to change the number of shares of a class [and]
or series, if any, of
10-18 its authorized stock by increasing or decreasing the
number of authorized
10-19 shares of the class [and]
or series and correspondingly increasing or
10-20 decreasing the number of issued and outstanding shares
of the same class
10-21 [and] or series held by
each stockholder of record at the effective date and
10-22 time of the change, may, except as otherwise
provided in subsections 2 and
10-23 3, do so by a resolution adopted by the board of
directors, without
10-24 obtaining the approval of the stockholders. The
resolution may also
10-25 provide for a change of the par value, if any, of
the same class [and] or
10-26 series of the shares increased or decreased. After
the effective date and
10-27 time of the change, the corporation may issue its
stock in accordance
10-28 therewith.
10-29 2. A proposal to increase or decrease the number
of authorized shares
10-30 of any class [and]
or series, if any, that includes provisions pursuant
to
10-31 which only money will be paid or scrip will be
issued to stockholders who:
10-32 (a) Before the
increase or decrease in the number of shares becomes
10-33 effective, in the aggregate hold 10 percent or more
of the outstanding
10-34 shares of the affected class [and]
or series; and
10-35 (b) Would
otherwise be entitled to receive fractions of shares in
10-36 exchange for the cancellation of all of their
outstanding shares,
10-37 must be approved by the vote of stockholders holding
a majority of the
10-38 voting power of the affected class [and]
or series, or such greater
10-39 proportion as may be provided in the articles of
incorporation, regardless of
10-40 limitations or restrictions on the voting power
thereof.
10-41 3. If a proposed increase or decrease in the
number of authorized
10-42 shares of any class or series would adversely alter or change any preference
10-43 or any relative or other right given to any other
class or series of
10-44 outstanding shares, then the increase or decrease
must be approved by the
10-45 vote, in addition to any vote otherwise required, of
the holders of shares
10-46 representing a majority of the voting power of each
class or series whose
10-47 preference or rights are adversely
affected by the increase or decrease,
10-48 regardless of limitations or restrictions on the
voting power thereof.
11-1 4. Any proposal to increase or decrease the
number of authorized
11-2 shares of any class [and]
or series, if any, that includes provisions pursuant
11-3 to which only money will be paid or scrip will be
issued to stockholders
11-4 who:
11-5 (a) Before
the increase or decrease in the number of shares becomes
11-6 effective, hold 1 percent or more of the outstanding
shares of the affected
11-7 class [and] or series;
and
11-8 (b) Would
otherwise be entitled to receive a fraction of a share in
11-9 exchange for the cancellation of all of their
outstanding shares,
11-10 is subject to the provisions of NRS 92A.300 to
92A.500, inclusive. If the
11-11 proposal is subject to those provisions, any
stockholder who is obligated to
11-12 accept money or scrip rather than receive a fraction
of a share resulting
11-13 from the action taken pursuant to this section may
dissent in accordance
11-14 with those provisions and obtain payment of the fair
value of the fraction
11-15 of a share to which the stockholder would otherwise
be entitled.
11-16 Sec. 14. NRS
78.209 is hereby amended to read as follows:
11-17 78.209 1. A
change pursuant to NRS 78.207 is not effective until
11-18 after the filing in the office of the secretary of
state of a certificate, signed
11-19 by [the
corporation’s president, or a vice president, and its secretary, or an
11-20 assistant
secretary, and acknowledged by the president or vice president
11-21 before a person
authorized by the laws of this state to take
11-22 acknowledgments of
deeds,] an
officer of the corporation, setting forth:
11-23 (a) The
current number of authorized shares and the par value, if any, of
11-24 each class [and] or series,
if any, of shares before the change;
11-25 (b) The number
of authorized shares and the par value, if any, of each
11-26 class [and] or series,
if any, of shares after the change;
11-27 (c) The number
of shares of each affected class [and] or series,
if any, to
11-28 be issued after the change in exchange for each
issued share of the same
11-29 class or series;
11-30 (d) The
provisions, if any, for the issuance of fractional shares, or for
11-31 the payment of money or the issuance of scrip to
stockholders otherwise
11-32 entitled to a fraction of a share and the percentage
of outstanding shares
11-33 affected thereby; and
11-34 (e) That any
required approval of the stockholders has been obtained . [;
11-35 and
11-36 (f) Whether the change is effective on filing
the certificate or, if not, the
11-37 date and time at
which the change will be effective, which must not be
11-38 more than 90 days
after the certificate is filed.]
11-39 The provisions in the articles of incorporation of
the corporation regarding
11-40 the authorized number and par value, if any, of the
changed class [and] or
11-41 series, if any, of shares shall be deemed amended as
provided in the
11-42 certificate at the effective date and time of the
change.
11-43 2. Unless an increase or decrease of the number
of authorized shares
11-44 pursuant to NRS 78.207 is accomplished by an action
that otherwise
11-45 requires an amendment to the [corporation’s]
articles of incorporation [,] of
11-46 the corporation, such an amendment is not
required by that section.
11-47 3. A certificate filed
pursuant to subsection 1 becomes effective upon
11-48 filing with the secretary of
state or upon a later date specified in the
12-1 certificate, which must not
be later than 90 days after the certificate is
12-2 filed.
12-3 4. If a certificate filed
pursuant to subsection 1 specifies an effective
12-4 date, the board of directors
may terminate the effectiveness of the
12-5 certificate by resolution. A
certificate of termination must:
12-6 (a) Be filed with the secretary of state before the effective date
12-7 specified in the certificate
filed pursuant to subsection 1;
12-8 (b) Identify the certificate being terminated;
12-9 (c) State that the effectiveness of the certificate has been
terminated;
12-10 (d) Be signed by an officer of the corporation; and
12-11 (e) Be accompanied by the fee required pursuant to NRS 78.765.
12-12 Sec. 15. NRS
78.211 is hereby amended to read as follows:
12-13 78.211 1. The
board of directors may authorize shares to be issued
12-14 for consideration consisting of any tangible or
intangible property or
12-15 benefit to the corporation, including, but not
limited to, cash, promissory
12-16 notes, services performed, contracts for services to
be performed or other
12-17 securities of the corporation.
12-18 [2. Before the
corporation issues shares, the board of directors must
12-19 determine that the
consideration received or to be received for the shares to
12-20 be issued is
adequate.] The judgment of the board
of directors as to [the
12-21 adequacy of] the consideration received for the shares
issued is conclusive
12-22 in the absence of actual fraud in the transaction.
12-23 [3.] 2. When the corporation
receives the consideration for which the
12-24 board of directors authorized the issuance of
shares, the shares issued
12-25 therefor are fully paid.
12-26 [4.] 3. The corporation
may place in escrow shares issued for a
12-27 contract for future services or benefits or a
promissory note, or make any
12-28 other arrangements to restrict the transfer of the
shares. The corporation
12-29 may credit distributions made for the shares against
their purchase price,
12-30 until the services are performed, the benefits are
received or the promissory
12-31 note is paid. If the services are not performed, the
benefits are not received
12-32 or the promissory note is not paid, the shares
escrowed or restricted and the
12-33 distributions credited may be canceled in whole or
in part.
12-34 Sec. 16. NRS
78.220 is hereby amended to read as follows:
12-35 78.220 1. Subscriptions
to the shares of a corporation, whether made
12-36 before or after its organization, [shall]
must be paid in full at such time or
12-37 in such installments at such times as determined by
the board of directors.
12-38 Any call made by the board of directors for payment
on subscriptions
12-39 [shall] must be uniform
as to all shares of the same class or series.
12-40 2. If default is made in the payment of any
installment or call, the
12-41 corporation may proceed to collect the amount due in
the same manner as
12-42 any debt due the corporation. In addition, the
corporation may sell a
12-43 sufficient number of the subscriber’s shares at
public auction to pay for the
12-44 installment or call and any incidental charges
incurred as a result of the
12-45 sale. No penalty causing a forfeiture of a
subscription, of stock for which a
12-46 subscription has been executed, or of amounts paid
thereon, may be
12-47 declared against any subscriber unless the amount
due remains unpaid for
12-48 30 days after written demand. Such written demand
shall be deemed made
12-49 when it is mailed by registered or certified mail,
return receipt requested, to
13-1 the subscriber’s last known address. If any of the
subscriber’s shares are
13-2 sold at public auction, any excess of the proceeds
over the total of the
13-3 amount due plus any incidental charges of the sale [shall]
must be paid to
13-4 the subscriber or his legal representative. If an
action is brought to recover
13-5 the amount due on a subscription or call, any
judgment in favor of the
13-6 corporation [shall] must
be reduced by the amount of the net proceeds of
13-7 any sale by the corporation of the subscriber’s
stock.
13-8 3. All stock subject to a
delinquent installment or call and all
13-9 amounts previously paid by a
delinquent subscriber for the stock must be
13-10 forfeited to the corporation
if an amount due from a subscriber remains
13-11 unpaid, the corporation has
complied with the requirements of
13-12 subsection 2 and:
13-13 (a) A bidder does not purchase the subscriber’s shares at public
13-14 auction; or
13-15 (b) The corporation does not collect the defaulted amount by an
13-16 action at law.
13-17 4. If a receiver of a
corporation has been appointed, all unpaid
13-18 subscriptions [shall]
must be paid at such times and in such installments
as
13-19 the receiver or the court may direct, subject,
however, to the provisions of
13-20 the subscription contract.
13-21 [4.] 5. A subscription
for shares of a corporation to be organized is
13-22 irrevocable for 6 months unless otherwise provided
by the subscription
13-23 agreement or unless all of the subscribers consent
to the revocation of the
13-24 subscription.
13-25 Sec. 17. NRS
78.235 is hereby amended to read as follows:
13-26 78.235 1. Except
as otherwise provided in subsection 4, every
13-27 stockholder is entitled to have a certificate,
signed by officers or agents
13-28 designated by the corporation for the purpose,
certifying the number of
13-29 shares owned by him in the corporation.
13-30 2. Whenever any certificate is countersigned or
otherwise
13-31 authenticated by a transfer agent or transfer clerk,
and by a registrar, then a
13-32 facsimile of the signatures of the officers or
agents, the transfer agent or
13-33 transfer clerk or the registrar of the corporation
may be printed or
13-34 lithographed upon the certificate in lieu of the
actual signatures. If a
13-35 corporation uses facsimile signatures of its
officers and agents on its stock
13-36 certificates, it cannot act as registrar of its own
stock, but its transfer agent
13-37 and registrar may be identical if the institution
acting in those dual
13-38 capacities countersigns or otherwise authenticates
any stock certificates in
13-39 both capacities.
13-40 3. If any officer or officers who have signed,
or whose facsimile
13-41 signature or signatures have been used on, any
certificate or certificates for
13-42 stock cease to be an officer or officers of the
corporation, whether because
13-43 of death, resignation or other reason, before the
certificate or certificates
13-44 have been delivered by the corporation, the
certificate or certificates may
13-45 nevertheless be adopted by the corporation and be
issued and delivered as
13-46 though the person or persons who signed the
certificate or certificates, or
13-47 whose facsimile signature or signatures have been
used thereon, had not
13-48 ceased to be an officer or officers of the
corporation.
14-1 4. [A
corporation may provide in its]
Unless otherwise provided in the
14-2 articles of incorporation or [in its bylaws for]
bylaws, the board of
14-3 directors may authorize the issuance of uncertificated
shares of some or all
14-4 of the shares of any or all of its classes or
series. The issuance of
14-5 uncertificated shares has no effect on existing
certificates for shares until
14-6 surrendered to the corporation, or on the respective
rights and obligations
14-7 of the stockholders. Unless otherwise provided by a
specific statute, the
14-8 rights and obligations of stockholders are identical
whether or not their
14-9 shares of stock are represented by certificates.
14-10 5. Within a reasonable time after the issuance
or transfer of shares
14-11 without certificates, the corporation shall send the
stockholder a written
14-12 statement containing the information required on the
certificates pursuant
14-13 to subsection 1. At least annually thereafter, the
corporation shall provide
14-14 to its stockholders of record, a written statement
confirming the
14-15 information contained in the informational statement
previously sent
14-16 pursuant to this subsection.
14-17 6. Unless otherwise provided
in the articles of incorporation or
14-18 bylaws, a corporation may
issue a new certificate of stock or, if
14-19 authorized by the board of
directors pursuant to subsection 4,
14-20 uncertificated shares in
place of a certificate previously issued by it and
14-21 alleged to have been lost,
stolen or destroyed. A corporation may require
14-22 an owner or legal
representative of an owner of a lost, stolen or destroyed
14-23 certificate to give the
corporation a bond or other security sufficient to
14-24 indemnify it against any
claim that may be made against it for the alleged
14-25 loss, theft or destruction
of a certificate, or the issuance of a new
14-26 certificate or
uncertificated shares.
14-27 Sec. 18. NRS
78.257 is hereby amended to read as follows:
14-28 78.257 1. Any
person who has been a stockholder of record of any
14-29 corporation and owns not less than 15 percent of all
of the issued and
14-30 outstanding shares of the stock of such corporation
or has been authorized
14-31 in writing by the holders of at least 15 percent of
all its issued and
14-32 outstanding shares, upon at least 5 days’ written
demand, is entitled to
14-33 inspect in person or by agent or attorney, during normal
business hours, the
14-34 books of account and all financial records of the
corporation, to make
14-35 [extracts
therefrom,] copies
of records, and to conduct an audit of such
14-36 records. Holders of voting trust certificates
representing 15 percent of the
14-37 issued and outstanding shares of the corporation
shall be regarded as
14-38 stockholders for the purpose of this subsection. The
right of stockholders to
14-39 inspect the corporate records may not be limited in
the articles or bylaws of
14-40 any corporation.
14-41 2. All costs for making [extracts]
copies of records or conducting an
14-42 audit must be borne by the person exercising his
rights [under] set forth in
14-43 subsection 1.
14-44 3. The rights authorized by subsection 1 may be
denied to any
14-45 stockholder upon his refusal to furnish the
corporation an affidavit that
14-46 such inspection, [extracts]
copies or audit is not desired for any purpose not
14-47 related to his interest in the corporation as a
stockholder. Any stockholder
14-48 or other person, exercising rights [under]
set forth in subsection 1, who
14-49 uses or attempts to use information, documents,
records or other data
15-1 obtained from the corporation, for any purpose not
related to the
15-2 stockholder’s interest in the corporation as a
stockholder, is guilty of a
15-3 gross misdemeanor.
15-4 4. If any officer or agent of any corporation
keeping records in this
15-5 state willfully neglects or refuses to permit an
inspection of the books of
15-6 account and financial records upon demand by a
person entitled to inspect
15-7 them, or refuses to permit an audit to be conducted,
as provided in
15-8 subsection 1, the corporation shall forfeit to the
state the sum of $100 for
15-9 every day of such neglect or refusal, and the
corporation, officer or agent
15-10 thereof is jointly and severally liable to the
person injured for all damages
15-11 resulting to him.
15-12 5. A stockholder who brings an action or
proceeding to enforce any
15-13 right [under] set
forth in this section or to recover damages resulting from
15-14 its denial:
15-15 (a) Is
entitled to costs and reasonable attorney’s fees, if he prevails; or
15-16 (b) Is liable
for such costs and fees, if he does not prevail,
15-17 in the action or proceeding.
15-18 6. Except as otherwise provided in this
subsection, the provisions of
15-19 this section do not apply to any corporation listed
and traded on any
15-20 recognized stock exchange nor do they apply to any
corporation that
15-21 furnishes to its stockholders a detailed, annual
financial statement. A
15-22 person who owns, or is authorized in writing by the
owners of, at least 15
15-23
percent of the issued and outstanding shares
of the stock of a corporation
15-24 that has elected to be governed by subchapter S of
the Internal Revenue
15-25 Code and whose shares are not listed or traded on
any recognized stock
15-26 exchange is entitled to inspect the books of the
corporation pursuant to
15-27 subsection 1 and has the rights, duties and
liabilities provided in
15-28 subsections 2 to 5, inclusive.
15-29 Sec. 19. NRS
78.288 is hereby amended to read as follows:
15-30 78.288 1. Except
as otherwise provided in subsection 2 and the
15-31 articles of incorporation, a board of directors may
authorize and the
15-32 corporation may make distributions to its
stockholders [.] , including
15-33 distributions on shares that
are partially paid.
15-34 2. No distribution may be made if, after giving
it effect:
15-35 (a) The
corporation would not be able to pay its debts as they become
15-36 due in the usual course of business; or
15-37 (b) Except as
otherwise specifically allowed by the articles of
15-38 incorporation, the corporation’s total assets would
be less than the sum of
15-39 its total liabilities plus the amount that would be
needed, if the corporation
15-40 were to be dissolved at the time of distribution, to
satisfy the preferential
15-41 rights upon dissolution of stockholders whose
preferential rights are
15-42 superior to those receiving the distribution.
15-43 3. The board of directors may base a
determination that a distribution
15-44 is not prohibited [under]
pursuant to subsection 2 on:
15-45 (a) Financial
statements prepared on the basis of accounting practices
15-46 that are reasonable in the circumstances;
15-47 (b) A fair
valuation, including, but not limited to, unrealized
15-48 appreciation and depreciation; or
15-49 (c) Any other
method that is reasonable in the circumstances.
16-1 4. The effect of a distribution [under]
pursuant to subsection 2 must
16-2 be measured:
16-3 (a) In the
case of a distribution by purchase, redemption or other
16-4 acquisition of the corporation’s shares, as of the
earlier of:
16-5 (1) The
date money or other property is transferred or debt incurred
16-6 by the corporation; or
16-7 (2) The
date upon which the stockholder ceases to be a stockholder
16-8 with respect to the acquired shares.
16-9 (b) In the
case of any other distribution of indebtedness, as of the date
16-10 the indebtedness is distributed.
16-11 (c) In all
other cases, as of:
16-12 (1) The date
the distribution is authorized if the payment occurs
16-13 within 120 days after the date of authorization; or
16-14 (2) The date
the payment is made if it occurs more than 120 days
16-15 after the date of authorization.
16-16 5. A corporation’s indebtedness to a stockholder
incurred by reason of
16-17 a distribution made in accordance with this section
is at parity with the
16-18 corporation’s indebtedness to its general unsecured
creditors except to the
16-19 extent subordinated by agreement.
16-20 6. Indebtedness of a corporation, including
indebtedness issued as a
16-21 distribution, is not considered a liability for
purposes of determinations
16-22 [under] pursuant to subsection
2 if its terms provide that payment of
16-23 principal and interest are made only if and to the
extent that payment of a
16-24 distribution to stockholders could then be made
pursuant to this section. If
16-25 the indebtedness is issued as a distribution, each
payment of principal or
16-26 interest must be treated as a distribution, the
effect of which must be
16-27 measured on the date the payment is actually made.
16-28 Sec. 20. NRS
78.310 is hereby amended to read as follows:
16-29 78.310 1. Meetings of stockholders and directors
of any corporation
16-30 organized [under] pursuant
to the provisions of this chapter may be held
16-31 within or without this state, in the manner provided
by the bylaws of the
16-32 corporation. The articles of incorporation may
designate any place or
16-33 places where such stockholders’ or directors’
meetings may be held, but in
16-34 the absence of any provision therefor in the articles
of incorporation, then
16-35 the meetings must be held within or without this
state, as directed from
16-36 time to time by the bylaws of the corporation.
16-37 2. Unless otherwise provided
in the articles of incorporation or
16-38 bylaws, the entire board of
directors, any two directors or the president
16-39 may call annual and special
meetings of the stockholders and directors.
16-40 Sec. 21. NRS
78.315 is hereby amended to read as follows:
16-41 78.315 1. Unless
the articles of incorporation or the bylaws provide
16-42 for a [different] greater
or lesser proportion, a majority of the board of
16-43 directors of the corporation then in office, at a
meeting duly assembled, is
16-44 necessary to constitute a quorum for the transaction
of business, and the act
16-45 of directors holding a majority of the voting power
of the directors, present
16-46 at a meeting at which a quorum is present, is the
act of the board of
16-47 directors.
17-1 2. Unless otherwise restricted by the articles
of incorporation or
17-2 bylaws, any action required or permitted to be taken
at a meeting of the
17-3 board of directors or of a committee thereof may be
taken without a
17-4 meeting if, before or after the action, a written
consent thereto is signed by
17-5 all the members of the board or of the committee.
17-6 3. Unless otherwise restricted by the articles
of incorporation or
17-7 bylaws, members of the board of directors or the
governing body of any
17-8 corporation, or of any committee designated by such
board or body, may
17-9 participate in a meeting of the board, body or
committee by means of a
17-10 telephone conference or similar [method]
methods of communication by
17-11 which all persons participating in the meeting can
hear each other.
17-12 Participation in a meeting pursuant to this
subsection constitutes presence
17-13 in person at the meeting.
17-14 Sec. 22. NRS
78.320 is hereby amended to read as follows:
17-15 78.320 1. Unless
this chapter, the articles of incorporation or the
17-16 bylaws provide for different proportions:
17-17 (a) A majority
of the voting power, which includes the voting power
17-18 that is present in person or by proxy, regardless of
whether the proxy has
17-19 authority to vote on all matters, constitutes a
quorum for the transaction of
17-20 business; and
17-21 (b) Action by
the stockholders on a matter other than the election of
17-22 directors is approved if the number of votes cast in
favor of the action
17-23 exceeds the number of votes cast in opposition to
the action.
17-24 2. Unless otherwise provided in the articles of
incorporation or the
17-25 bylaws, any action required or permitted to be taken
at a meeting of the
17-26 stockholders may be taken without a meeting if,
before or after the action,
17-27 a written consent thereto is signed by stockholders
holding at least a
17-28 majority of the voting power, except that if a
different proportion of voting
17-29 power is required for such an action at a meeting,
then that proportion of
17-30 written consents is required.
17-31 3. In no instance where action is authorized by
written consent need a
17-32 meeting of stockholders be called or notice given.
17-33 4. Unless otherwise restricted by the articles
of incorporation or
17-34 bylaws, stockholders may participate in a meeting of
stockholders by
17-35 means of a telephone conference or similar [method]
methods of
17-36 communication by which all persons participating in
the meeting can hear
17-37 each other. Participation in a meeting pursuant to
this subsection
17-38 constitutes presence in person at the meeting.
17-39 5. Unless otherwise provided
in this chapter, the articles of
17-40 incorporation or the bylaws,
if voting by a class or series of stockholders
17-41 is permitted or required, a
majority of the voting power of the class or
17-42 series that is present in
person or by proxy, regardless of whether the
17-43 proxy has authority to vote
on all matters, constitutes a quorum for the
17-44 transaction of business. An
act by the stockholders of each class or series
17-45 is approved if a majority of
the voting power of a quorum of the class or
17-46 series votes for the action.
17-47 Sec. 23. NRS
78.330 is hereby amended to read as follows:
17-48 78.330 1. Unless
elected pursuant to NRS 78.320, directors of every
17-49 corporation must be elected at the annual meeting of
the stockholders by a
18-1 plurality of the votes cast at the election. Unless
otherwise provided in this
18-2 chapter or in the bylaws, the board of
directors [have] has the authority to
18-3 set the date, time and place for the annual meeting
of the stockholders. If
18-4 for any reason directors are not elected pursuant to
NRS 78.320 or at the
18-5 annual meeting of the stockholders, they may be
elected at any special
18-6 meeting of the stockholders which is called and held
for that purpose.
18-7 Unless otherwise provided in
the articles of incorporation or bylaws, each
18-8 director holds office after
the expiration of his term until his successor is
18-9 elected and qualified, or
until he resigns or is removed.
18-10 2. The articles of incorporation or the bylaws
may provide for the
18-11 classification of directors as to the duration of
their respective terms of
18-12 office or as to their election by one or more
authorized classes or series of
18-13 shares, but at least one-fourth in number of the
directors of every
18-14 corporation must be elected annually. If an
amendment reclassifying the
18-15 directors would otherwise increase the term of a
director, unless the
18-16 amendment is to the articles of incorporation and
otherwise provides, the
18-17 term of each incumbent director on the effective
date of the amendment
18-18 terminates on the date it would have terminated had
there been no
18-19 reclassification.
18-20 3. The articles of incorporation may provide
that the voting power of
18-21 individual directors or classes of directors may be
greater than or less than
18-22 that of any other individual directors or classes of
directors, and the
18-23 different voting powers may be stated in the
articles of incorporation or
18-24 may be dependent upon any fact or event that may be
ascertained outside
18-25 the articles of incorporation if the manner in which
the fact or event may
18-26 operate on those voting powers is stated in the
articles of incorporation. If
18-27 the articles of incorporation provide that any
directors may have voting
18-28 power greater than or less than other directors,
every reference in this
18-29 chapter to a majority or other proportion of
directors shall be deemed to
18-30 refer to a majority or other proportion of the voting
power of all of the
18-31 directors or classes of directors, as may be
required by the articles of
18-32 incorporation.
18-33 Sec. 24. NRS
78.3783 is hereby amended to read as follows:
18-34 78.3783 1. Except
as otherwise provided in subsection 2,
18-35 “acquisition” means the direct or indirect
acquisition of a controlling
18-36 interest.
18-37 2. “Acquisition” does not include any
acquisition of shares in good
18-38 faith, and without an intent to avoid the
requirements of NRS 78.378 to
18-39 78.3793, inclusive:
18-40 (a) By an
acquiring person authorized pursuant to NRS 78.378 to
18-41 78.3793, inclusive, to exercise voting rights, to
the extent that the new
18-42 acquisition does not result in the acquiring person
obtaining a controlling
18-43 interest greater than that previously authorized; or
18-44 (b) Pursuant
to:
18-45 (1) The laws
of descent and distribution;
18-46 (2) The
enforcement of a judgment;
18-47 (3) The
satisfaction of a pledge or other security interest; or
19-1 (4) A
merger , exchange, conversion, domestication or
19-2 reorganization effected in compliance with the
provisions of NRS 78.622 ,
19-3 [or] 92A.200 to 92A.240, inclusive, or sections 78 to 82, inclusive, of this
19-4 act to which the issuing
corporation is a party.
19-5 Sec. 25. NRS
78.3791 is hereby amended to read as follows:
19-6 78.3791 Except as otherwise provided by the articles
of incorporation
19-7 of the issuing corporation, a resolution of the
stockholders granting voting
19-8 rights to the control shares acquired by an
acquiring person must be
19-9 approved by:
19-10 1. The holders of a majority of the voting power
of the corporation;
19-11 and
19-12 2. If the acquisition will result in any change
of the kind described in
19-13 subsection [3] 2 of
NRS 78.390, the holders of a majority of each class or
19-14 series affected,
19-15 excluding those shares as to which any interested
stockholder exercises
19-16 voting rights.
19-17 Sec. 26. NRS
78.3793 is hereby amended to read as follows:
19-18 78.3793 [1.] Unless otherwise provided in the articles of
19-19 incorporation or the bylaws of the issuing
corporation in effect on the 10th
19-20 day following the acquisition of a controlling
interest by an acquiring
19-21 person, if the control shares are accorded full
voting rights pursuant to
19-22 NRS 78.378 to 78.3793, inclusive, and the acquiring
person has acquired
19-23 control shares with a majority or more of all the
voting power, any
19-24 stockholder [of record,] ,
as that term is defined in NRS 92A.325, other
19-25 than the acquiring person, [who has]
whose shares are not voted in favor
19-26 of authorizing voting rights for the control shares [is entitled to demand
19-27 payment for] may dissent in
accordance with the provisions of NRS
19-28 92A.300 to 92A.500,
inclusive, and obtain payment of the fair value of his
19-29 shares.
19-30 [2. The board of
directors of the issuing corporation shall, within 20
19-31 days after the
vote of the stockholders authorizing voting rights for the
19-32 control shares,
cause a notice to be sent to any stockholder, other than the
19-33 acquiring person,
who has not voted in favor of authorizing voting rights
19-34 for the control
shares, advising him of the fact and of his right to receive
19-35 fair value for his
shares as provided in subsection 3.
19-36 3. Within
20 days after the mailing of the notice described in
19-37 subsection 2, any
stockholder of the corporation, other than the acquiring
19-38 person, who has
not voted in favor of authorizing voting rights for the
19-39 control shares,
may deliver to the registered office of the corporation a
19-40 written demand
that the corporation purchase, for fair value, all or any
19-41 portion of his
shares. The corporation shall comply with the demand within
19-42 30 days after its
delivery.]
19-43 Sec. 27. NRS
78.380 is hereby amended to read as follows:
19-44 78.380 1. At
least two-thirds of the incorporators or of the board of
19-45 directors of any corporation, before issuing any
stock, may amend the
19-46 [original] articles of incorporation [thereof as may be desired
by executing
19-47 or proving in the
manner required for original articles of incorporation,] of
19-48 the corporation by
signing and filing with the secretary of state a
20-1 certificate amending, modifying, changing or
altering the [original]
20-2 articles, in whole or in part. The certificate must state that:
20-3 (a) [Declare that the]
The signers thereof are at least two-thirds of the
20-4 incorporators or of the board of directors of the
corporation, and state the
20-5 [corporation’s
name.] name of
the corporation; and
20-6 (b) [State the date upon which the original articles thereof were
filed
20-7 with the secretary
of state.
20-8 (c) Affirmatively declare that to] As of the date of
the certificate, no
20-9 stock of the corporation has been issued.
20-10 2. [The
amendment] A certificate filed pursuant to this section is
20-11 effective upon [the filing of]
filing the certificate with the secretary of state
20-12 or upon a later date
specified in the certificate, which must not be later
20-13 than 90 days after the
certificate is filed.
20-14 3. If a certificate
specifies an effective date and if no stock of the
20-15 corporation has been issued,
the board of directors may terminate the
20-16 effectiveness of a
certificate by filing a certificate of termination with the
20-17 secretary of state that:
20-18 (a) Identifies the certificate being terminated;
20-19 (b) States that no stock of the corporation has been issued;
20-20 (c) States that the effectiveness of the certificate has been
terminated;
20-21 (d) Is signed by at least two-thirds of the board of directors of
the
20-22 corporation; and
20-23 (e) Is accompanied by the fee required pursuant to NRS 78.765.
20-24 4. This section does not permit
the insertion of any matter not in
20-25 conformity with this chapter.
20-26 Sec. 28. NRS
78.390 is hereby amended to read as follows:
20-27 78.390 1. Every
amendment adopted pursuant to the provisions of
20-28 NRS 78.385 must be made in the following manner:
20-29 (a) The board
of directors must adopt a resolution setting forth the
20-30 amendment proposed and declaring its advisability, and
either call a
20-31 special meeting [, either annual or special,] of the
stockholders entitled to
20-32 vote on the amendment or
direct that the proposed amendment be
20-33 considered at the next
annual meeting of the stockholders entitled to vote
20-34 [for the
consideration thereof.] on the
amendment.
20-35 (b) At the
meeting, of which notice must be given to each stockholder
20-36 entitled to vote pursuant to the provisions of this
section, a vote of the
20-37 stockholders entitled to vote in person or by proxy
must be taken for and
20-38 against the proposed amendment. If it appears upon
the canvassing of the
20-39 votes that stockholders holding shares in the
corporation entitling them to
20-40 exercise at least a majority of the voting power, or
such greater proportion
20-41 of the voting power as may be required in the case
of a vote by classes or
20-42 series, as provided in subsections [3 and 5,]
2 and 4, or as may be required
20-43 by the provisions of the articles of incorporation,
have voted in favor of the
20-44 amendment, [the president,
or vice president, and secretary, or assistant
20-45 secretary, shall
execute] an
officer of the corporation shall sign a
20-46 certificate setting forth the amendment, or setting
forth the articles of
20-47 incorporation as amended, and the vote by which the
amendment was
20-48 adopted.
21-1 (c) The
certificate so [executed] signed
must be filed [in the office of]
21-2 with the secretary of state.
21-3 [2. Upon filing the
certificate the articles of incorporation are amended
21-4 accordingly.
21-5 3. ] 2. If any proposed amendment would adversely alter or change
21-6 any preference or any relative or other right given
to any class or series of
21-7 outstanding shares, then the amendment must be
approved by the vote, in
21-8 addition to the affirmative vote otherwise required,
of the holders of shares
21-9 representing a majority of the voting power of each
class or series
21-10 adversely affected by the amendment
regardless of limitations or
21-11 restrictions on the voting power thereof.
21-12 [4.] 3. Provision may
be made in the articles of incorporation
21-13 requiring, in the case of any specified amendments,
a larger proportion of
21-14 the voting power of stockholders than that required
by this section.
21-15 [5.] 4. Different
series of the same class of shares do not constitute
21-16 different classes of shares for the purpose of
voting by classes except when
21-17 the series is adversely affected by an amendment in
a different manner than
21-18 other series of the same class.
21-19 5. The resolution of the
stockholders approving the proposed
21-20 amendment may provide that
at any time before the effective date of the
21-21 amendment, notwithstanding
approval of the proposed amendment by the
21-22 stockholders, the board of
directors may, by resolution, abandon the
21-23 proposed amendment without
further action by the stockholders.
21-24 6. A certificate filed
pursuant to subsection 1 becomes effective upon
21-25 filing with the secretary of
state or upon a later date specified in the
21-26 certificate, which must not
be later than 90 days after the certificate is
21-27 filed.
21-28 7. If a certificate filed
pursuant to subsection 1 specifies an effective
21-29 date and if the resolution
of the stockholders approving the proposed
21-30 amendment provides that the
board of directors may abandon the
21-31 proposed amendment pursuant
to subsection 5, the board of directors
21-32 may terminate the
effectiveness of the certificate by resolution and by
21-33 filing a certificate of
termination with the secretary of state that:
21-34 (a) Is filed before the effective date specified in the certificate
filed
21-35 pursuant to subsection 1;
21-36 (b) Identifies the certificate being terminated;
21-37 (c) States that, pursuant to the resolution of the stockholders, the
21-38 board of directors is
authorized to terminate the effectiveness of the
21-39 certificate;
21-40 (d) States that the effectiveness of the certificate has been
terminated;
21-41 (e) Is signed by an officer of the corporation; and
21-42 (f) Is accompanied by the fee required pursuant to NRS 78.765.
21-43 Sec. 29. NRS
78.403 is hereby amended to read as follows:
21-44 78.403 1. A
corporation may restate, or amend and restate, in a
21-45 single certificate the entire text of its articles
of incorporation as amended
21-46 by filing with the secretary of state a certificate signed by an officer of the
21-47 corporation and entitled “Restated Articles
of Incorporation of ................,”
21-48 which must set forth the articles as amended to the
date of the certificate. If
21-49 the certificate alters or amends the articles in any
manner, it must comply
22-1 with the provisions of this chapter governing such
amendments and must
22-2 be accompanied by:
22-3 (a) A
resolution; or
22-4 (b) A form
prescribed by the secretary of state,
22-5 setting forth which provisions of the articles of
incorporation on file with
22-6 the secretary of state are being altered or amended.
22-7 2. If the certificate does not alter or amend
the articles, it must be
22-8 signed by [the
president or vice president and the secretary or assistant
22-9 secretary] an officer of the
corporation and state that [they have] he
has
22-10 been authorized to execute the certificate by
resolution of the board of
22-11 directors adopted on the date stated, and that the
certificate correctly sets
22-12 forth the text of the articles of incorporation as
amended to the date of the
22-13 certificate.
22-14 3. The following may be omitted from the
restated articles:
22-15 (a) The names,
addresses, signatures and acknowledgments of the
22-16 incorporators;
22-17 (b) The names
and addresses of the members of the past and present
22-18 boards of directors; and
22-19 (c) The name
and address of the resident agent.
22-20 4. Whenever a corporation is required to file a
certified copy of its
22-21 articles, in lieu thereof it may file a certified
copy of the most recent
22-22 certificate restating its articles as amended,
subject to the provisions of
22-23 subsection 2, together with certified copies of all
certificates of amendment
22-24 filed subsequent to the restated articles and
certified copies of all
22-25 certificates supplementary to the original articles.
22-26 Sec. 30. NRS
78.565 is hereby amended to read as follows:
22-27 78.565 [Every]
22-28 1. Unless otherwise provided
in the articles of incorporation, every
22-29 corporation may, by action taken at any meeting of
its board of directors,
22-30 sell, lease or exchange all of its property and
assets, including its good will
22-31 and its corporate franchises, upon such terms and
conditions as its board of
22-32 directors may [deem expedient and for the best interests of the
22-33 corporation,] approve, when and
as authorized by the affirmative vote of
22-34 stockholders holding stock in the corporation
entitling them to exercise at
22-35 least a majority of the voting power given at a
stockholders’ meeting called
22-36 for that purpose . [but:
22-37 1. The
articles of incorporation may require the vote of a larger
22-38 proportion of the
stockholders and the separate vote or consent of any class
22-39 of stockholders;
and]
22-40 2. Unless otherwise provided
in the articles of incorporation [provide
22-41 otherwise, no] , a vote of
stockholders is not necessary [for]
:
22-42 (a) For a transfer of assets by way of mortgage, or in trust or in pledge
22-43 to secure indebtedness of the corporation [.] ; or
22-44 (b) To abandon the sale, lease or exchange of assets.
22-45 Sec. 31. NRS
78.750 is hereby amended to read as follows:
22-46 78.750 1. In
any action commenced against any corporation in any
22-47 court of this state, service of process may be made
in the manner provided
22-48 by law and rule of court for the service of civil
process.
23-1 2. Service of process on a corporation whose charter has been
23-2 revoked or which has been continued as
a body corporate [under] pursuant
23-3 to NRS 78.585 may be made by
mailing copies of the process and any
23-4 associated documents by certified mail, with return
receipt requested, to:
23-5 (a) The
resident agent of the corporation, if there is one; and
23-6 (b) Each
officer and director of the corporation as named in the list last
23-7 filed with the secretary of state before the
dissolution or expiration of the
23-8 corporation or the forfeiture of its charter.
23-9 The manner of serving process described in this
subsection does not affect
23-10 the validity of any other service authorized by law.
23-11 Sec. 32. NRS
78.751 is hereby amended to read as follows:
23-12 78.751 1. Any
discretionary indemnification [under] pursuant
to
23-13 NRS 78.7502 , unless
ordered by a court or advanced pursuant to
23-14 subsection 2, may be made by the corporation only as
authorized in the
23-15 specific case upon a determination that
indemnification of the director,
23-16 officer, employee or agent is proper in the
circumstances. The
23-17 determination must be made:
23-18 (a) By the
stockholders;
23-19 (b) By the
board of directors by majority vote of a quorum consisting of
23-20 directors who were not parties to the action, suit
or proceeding;
23-21 (c) If a
majority vote of a quorum consisting of directors who were not
23-22 parties to the action, suit or proceeding so orders,
by independent legal
23-23 counsel in a written opinion; or
23-24 (d) If a
quorum consisting of directors who were not parties to the
23-25 action, suit or proceeding cannot be obtained, by
independent legal counsel
23-26 in a written opinion.
23-27 2. The articles of incorporation, the bylaws or
an agreement made by
23-28 the corporation may provide that the expenses of
officers and directors
23-29 incurred in defending a civil or criminal action,
suit or proceeding must be
23-30 paid by the corporation as they are incurred and in
advance of the final
23-31 disposition of the action, suit or proceeding, upon
receipt of an undertaking
23-32 by or on behalf of the director or officer to repay
the amount if it is
23-33 ultimately determined by a court of competent
jurisdiction that he is not
23-34 entitled to be indemnified by the corporation. The
provisions of this
23-35 subsection do not affect any rights to advancement
of expenses to which
23-36 corporate personnel other than directors or officers
may be entitled under
23-37 any contract or otherwise by law.
23-38 3. The indemnification
pursuant to NRS 78.7502 and advancement of
23-39 expenses authorized in or ordered by a court
pursuant to this section:
23-40 (a) Does not
exclude any other rights to which a person seeking
23-41 indemnification or advancement of expenses may be
entitled under
the
23-42 articles of incorporation or any bylaw, agreement,
vote of stockholders or
23-43 disinterested directors or otherwise, for either an
action in his official
23-44 capacity or an action in another capacity while
holding his office, except
23-45 that indemnification, unless ordered by a court
pursuant to NRS 78.7502 or
23-46 for the advancement of expenses made pursuant to
subsection 2, may not
23-47 be made to or on behalf of any director or officer
if a final adjudication
23-48 establishes that his acts or omissions involved
intentional misconduct,
24-1 fraud or a knowing violation of the law and was
material to the cause of
24-2 action.
24-3 (b) Continues
for a person who has ceased to be a director, officer,
24-4 employee or agent and inures to the benefit of the
heirs, executors and
24-5 administrators of such a person.
24-6 Sec. 33. NRS
78.760 is hereby amended to read as follows:
24-7 78.760 1. The
fee for filing articles of incorporation is prescribed in
24-8 the following schedule:
24-9 If the amount represented by the total number of shares provided for
24-10 in the articles [or agreement]
is:
24-11 $25,000
or less.............................. $125
24-12 Over
$25,000 and not over $75,000. 175
24-13 Over
$75,000 and not over $200,000 225
24-14 Over
$200,000 and not over $500,000 325
24-15 Over
$500,000 and not over $1,000,000 425
24-16 Over
$1,000,000:
24-17 For the first
$1,000,000................... 425
24-18 For each
additional $500,000 or fraction thereof................................................. 225
24-19 2. The maximum fee which may be charged [under]
pursuant to this
24-20 section is $25,000 for:
24-21 (a) The
original filing of articles of incorporation.
24-22 (b) A
subsequent filing of any instrument which authorizes an increase
24-23 in stock.
24-24 3. For the purposes of computing the filing fees
according to the
24-25 schedule in subsection 1, the amount represented by
the total number of
24-26 shares provided for in the articles of incorporation
is:
24-27 (a) The
aggregate par value of the shares, if only shares with a par value
24-28 are therein provided for;
24-29 (b) The
product of the number of shares multiplied by $1, regardless of
24-30 any lesser amount prescribed as the value or
consideration for which shares
24-31 may be issued and disposed of, if only shares
without par value are therein
24-32 provided for; or
24-33 (c) The
aggregate par value of the shares with a par value plus the
24-34 product of the number of shares without par value
multiplied by $1,
24-35 regardless of any lesser amount prescribed as the
value or consideration for
24-36 which the shares without par value may be issued and
disposed of, if shares
24-37 with and without par value are therein provided for.
24-38 For the purposes of this subsection, shares with no
prescribed par value
24-39 shall be deemed shares without par value.
24-40 4. The secretary of state shall calculate filing
fees pursuant to this
24-41 section with respect to shares with a par value of
less than one-tenth of a
24-42 cent as if the par value were one-tenth of a cent.
24-43 Sec. 34. NRS
78.765 is hereby amended to read as follows:
24-44 78.765 1. The
fee for filing a certificate changing the number of
24-45 authorized shares pursuant to NRS 78.209 or a
certificate of amendment to
24-46 articles of incorporation that increases the
corporation’s authorized stock or
24-47 a certificate of correction that increases the
corporation’s authorized stock
24-48 is the difference between the fee computed at the
rates specified in NRS
24-49 78.760 upon the total authorized stock of the
corporation, including the
25-1 proposed increase, and the fee computed at the rates
specified in NRS
25-2 78.760 upon the total authorized capital, excluding
the proposed increase.
25-3 In no case may the amount be less than $75.
25-4 2. The fee for filing a certificate of amendment
to articles of
25-5 incorporation that does not increase the
corporation’s authorized stock or a
25-6 certificate of correction that does not increase the
corporation’s authorized
25-7 stock is $75.
25-8 3. The fee for filing a certificate or an
amended certificate pursuant to
25-9 NRS 78.1955 is $75.
25-10 4. The fee for filing a
certificate of termination pursuant to NRS
25-11 78.1955, 78.209, 78.380 or
78.390 is $75.
25-12 Sec. 35. NRS
80.015 is hereby amended to read as follows:
25-13 80.015 1. For
the purposes of this chapter, the following activities do
25-14 not constitute doing business in this state:
25-15 (a) Maintaining,
defending or settling any proceeding;
25-16 (b) Holding
meetings of the board of directors or stockholders or
25-17 carrying on other activities concerning internal
corporate affairs;
25-18 (c) Maintaining
accounts in banks or credit unions;
25-19 (d) Maintaining
offices or agencies for the transfer, exchange and
25-20 registration of the corporation’s own securities or
maintaining trustees or
25-21 depositaries with respect to those securities;
25-22 (e) Making
sales through independent contractors;
25-23 (f) Soliciting
or receiving orders outside of this state through or in
25-24 response to letters, circulars, catalogs or other
forms of advertising,
25-25 accepting those orders outside of this state and
filling them by shipping
25-26 goods into this state;
25-27 (g) Creating
or acquiring indebtedness, mortgages and security interests
25-28 in real or personal property;
25-29 (h) Securing
or collecting debts or enforcing mortgages and security
25-30 interests in property securing the debts;
25-31 (i) Owning,
without more, real or personal property;
25-32 (j) Isolated
transactions completed within 30 days and not a part of a
25-33 series of similar transactions;
25-34 (k) The
production of motion pictures as defined in NRS 231.020;
25-35 (l) Transacting
business as an out-of-state depository institution
25-36 pursuant to the provisions of Title 55 of NRS; and
25-37 (m) Transacting
business in interstate commerce.
25-38 2. The list of activities in subsection 1 is not
exhaustive.
25-39 3. A person who is not doing business in this
state within the meaning
25-40 of this section need not qualify or comply with any
provision of NRS
25-41 80.010 to 80.280, inclusive, chapter 645A, 645B or
645E of NRS or Title
25-42 55 or 56 of NRS unless he:
25-43 (a) Maintains
an office in this state for the transaction of business; or
25-44 (b) Solicits
or accepts deposits in the state, except pursuant to the
25-45 provisions of chapter 666 or 666A of NRS.
25-46 4. As used in this section
and for the purposes of NRS 80.016,
25-47 “deposits” means demand
deposits, savings deposits and time deposits, as
25-48 those terms are defined in
chapter 657 of NRS.
26-1 Sec. 36. Chapter
86 of NRS is hereby amended by adding thereto the
26-2 provisions set forth as sections 37 to 54,
inclusive, of this act.
26-3 Sec. 37. “Articles” and “articles of organization” are synonymous
26-4 terms and, unless the
context otherwise requires, include certificates and
26-5 restated articles of
organization filed pursuant to NRS 86.221 and
26-6 articles of merger,
conversion, exchange or domestication filed pursuant
26-7 to NRS 92A.200 to 92A.240,
inclusive, and sections 78 to 82, inclusive, of
26-8 this act.
26-9 Sec. 38.
“Noneconomic
member” means a member of a limited-
26-10 liability company who:
26-11 1. Does not own a member’s
interest in the company;
26-12 2. Does not have an
obligation to contribute capital to the company;
26-13 3. Does not have a right to
participate in or receive distributions of
26-14 profits of the company or an
obligation to contribute to the losses of the
26-15 company; and
26-16 4. May have voting rights
and other rights and privileges given to
26-17 noneconomic members of the
company by the articles of organization or
26-18 operating agreement.
26-19 Sec. 39. The provisions of this chapter may be amended or repealed
26-20 at the pleasure of the
legislature. A limited-liability company created
26-21 pursuant to the provisions
of this chapter or availing itself of any of the
26-22 provisions of this chapter
and all members and managers of the limited-
26-23 liability company are bound
by the amendment. An amendment or repeal
26-24 does not take away or impair
any remedy against a limited-liability
26-25 company or its managers or
members for a liability that has been
26-26 previously incurred. The
provisions of this chapter and all amendments
26-27 thereof are a part of the
articles of every limited-liability company.
26-28 Sec. 40. 1. A limited-liability
company may correct a document
26-29 filed by the secretary of
state if the document contains an incorrect
26-30 statement or was defectively
executed, attested, sealed, verified or
26-31 acknowledged.
26-32 2. To correct a document,
the limited-liability company must:
26-33 (a) Prepare a certificate of correction that:
26-34 (1) States the name of the limited-liability company;
26-35 (2) Describes the document, including, without limitation, its
filing
26-36
date;
26-37 (3) Identifies the incorrect statement and specifies the reason it
is
26-38 incorrect, or the manner in
which the execution or other formal
26-39 authentication was
defective;
26-40 (4) Corrects the incorrect statement or defective execution; and
26-41 (5) Is signed by a manager of the company, or if management is not
26-42 vested in a manager, by a
member of the company.
26-43 (b) Deliver the certificate to the secretary of state for filing.
26-44 (c) Pay the fee required pursuant to NRS 86.561 to the secretary of
26-45 state.
26-46 3. A certificate of
correction is effective on the effective date of the
26-47 document it corrects except
as to persons relying on the uncorrected
26-48 document and adversely
affected by the correction. As to those persons,
26-49 the certificate is effective
when filed.
27-1 Sec. 41. The articles of organization or operating agreement of a
27-2 limited-liability company
may create classes of members or managers,
27-3 define their relative
rights, powers and duties, and may authorize the
27-4 creation, in the manner
provided in the operating agreement, of
27-5 additional classes of
members or managers with the relative rights,
27-6 powers and duties as may
from time to time be established, including,
27-7 without limitation, rights,
powers and duties senior to existing classes of
27-8 members or managers. The
articles of organization or operating
27-9 agreement may provide that
any member, or class or group of members,
27-10 has voting rights that
differ from other classes or groups.
27-11 Sec. 42. Upon application by or for a member, the district court may
27-12 decree dissolution of a
limited-liability company whenever it is not
27-13 reasonably practicable to
carry on the business of the company in
27-14 conformity with the articles
of organization or operating agreement.
27-15 Sec. 43. A member who owns a member’s interest in a limited-
27-16 liability company or a
noneconomic member, when permitted by the
27-17 terms of the articles of
organization or operating agreement, may bring
27-18 an action in the right of a
limited-liability company to recover a
27-19 judgment in its favor if
managers or members with authority to do so
27-20 have refused to bring the
action or if an effort to cause those managers
27-21 or members to bring the
action is not likely to succeed.
27-22 Sec. 44. In a derivative action, the plaintiff must be a member who
27-23 owns a member’s interest or
a noneconomic member at the time of
27-24 bringing the action and at
the time of the transaction of which he
27-25 complains.
27-26 Sec. 45. In a derivative action, the complaint must set forth with
27-27 particularity:
27-28 1. The effort of the
plaintiff to secure initiation of the action by a
27-29 manager or member; or
27-30 2. The reasons for the
plaintiff not making the effort to secure
27-31 initiation of the action by
a manager or member.
27-32 Sec. 46. If a derivative action is successful, in whole or in part, or if
27-33 anything is received by the
plaintiff as a result of a judgment,
27-34 compromise or settlement of
an action or claim, the court may award the
27-35 plaintiff reasonable
expenses, including reasonable attorney’s fees, and
27-36 shall direct him to remit to
the limited-liability company the remainder of
27-37 those proceeds received by
him.
27-38 Sec. 47. Subject to the constitution of this state:
27-39 1. The laws of the state,
pursuant to which a foreign limited-liability
27-40 company is organized, govern
its organization, internal affairs and the
27-41 liability of its managers
and members; and
27-42 2. A foreign
limited-liability company may not be denied registration
27-43 by reason of any difference
between the laws of the state of organization
27-44 and the laws of this state.
27-45 Sec. 48. Before transacting business in this state, a foreign limited-
27-46 liability company must
register with the secretary of state. In order to
27-47 register, a foreign
limited-liability company must submit to the secretary
27-48 of state an application for
registration as a foreign limited-liability
27-49 company, signed by a manager
of the company or, if management is not
28-1 vested in a manager, a
member of the company and a signed certificate
28-2 of acceptance of a resident
agent. The application for registration must
28-3 set forth:
28-4 1. The name of the foreign
limited-liability company and, if different,
28-5 the name under which it
proposes to register and transact business in
28-6 this state;
28-7 2. The state and date of
its formation;
28-8 3. The name and address of
the resident agent whom the foreign
28-9 limited-liability company
elects to appoint;
28-10 4. A statement that the
secretary of state is appointed the agent of the
28-11 foreign limited-liability
company for service of process if the authority of
28-12 the resident agent has been
revoked, or if the resident agent has resigned
28-13 or cannot be found or served
with the exercise of reasonable diligence;
28-14 5. The address of the office
required to be maintained in the state of
28-15 its organization by the laws
of that state or, if not so required, of the
28-16 principal office of the
foreign limited-liability company;
28-17 6. The name and business
address of each manager or, if
28-18 management is not vested in
a manager, each member; and
28-19 7. The address of the office
at which is kept a list of the names and
28-20 addresses of the members and
their capital contributions, together with
28-21 an undertaking by the
foreign limited-liability company to keep those
28-22 records until the
registration in this state of the foreign limited-liability
28-23 company is canceled or
withdrawn.
28-24 Sec. 49. If the secretary of state finds that an application for
28-25 registration conforms to law
and all requisite fees have been paid, he
28-26 shall issue a certificate of
registration to transact business in this state
28-27 and mail it to the person
who filed the application or his representative.
28-28 Sec. 50. A foreign limited-liability company may register with the
28-29 secretary of state under any
name, whether or not it is the name under
28-30 which it is registered in
its state of organization, which contains the
28-31 words required by NRS 86.171
and which could be registered by a
28-32 domestic limited-liability
company.
28-33 Sec. 51. 1. A foreign
limited-liability company may cancel its
28-34 registration by filing with
the secretary of state a certificate of
28-35 cancellation signed by a
manager of the company or, if management is
28-36 not vested in a manager, a
member of the company. The certificate,
28-37 which must be accompanied by
the required fees, must set forth:
28-38 (a) The name of the foreign limited-liability company;
28-39 (b) The date upon which its certificate of registration was filed;
28-40 (c) The effective date of the cancellation if other than the date of
the
28-41 filing of the certificate of
cancellation; and
28-42 (d) Any other information deemed necessary by the manager of the
28-43 company or, if management is
not vested in a manager, a member of the
28-44 company.
28-45 2. A cancellation pursuant
to this section does not terminate the
28-46 authority of the secretary
of state to accept service of process on the
28-47 foreign limited-liability
company with respect to causes of action arising
28-48 from the transaction of
business in this state by the foreign limited-
28-49 liability company.
29-1 Sec. 52. 1. A foreign
limited-liability company transacting
29-2 business in this state may
not maintain any action, suit or proceeding in
29-3 any court of this state
until it has registered in this state.
29-4 2. The failure of a foreign
limited-liability company to register in this
29-5 state does not impair the
validity of any contract or act of the foreign
29-6 limited-liability company,
or prevent the foreign limited-liability company
29-7 from defending any action,
suit or proceeding in any court of this state.
29-8 3. A foreign
limited-liability company, by transacting business in this
29-9 state without registration,
appoints the secretary of state as its agent for
29-10 service of process with
respect to causes of action arising out of the
29-11 transaction of business in
this state by the foreign limited-liability
29-12 company.
29-13 Sec. 53. The attorney general may bring an action to restrain a
29-14 foreign limited-liability
company from transacting business in this state
29-15 in violation of this section
and sections 47 to 52, inclusive, of this act.
29-16 Sec. 54. The articles of organization or operating agreement of a
29-17 limited-liability company
may provide for one or more noneconomic
29-18 members or classes of
noneconomic members.
29-19 Sec. 55. NRS
86.011 is hereby amended to read as follows:
29-20 86.011 As used in this chapter, unless the context
otherwise requires,
29-21 the words and terms defined in NRS [86.021]
86.031 to 86.128, inclusive,
29-22 and sections 37 and 38 of
this act
have the meanings ascribed to them in
29-23 those sections.
29-24 Sec. 56. NRS
86.081 is hereby amended to read as follows:
29-25 86.081 “Member” means the owner of [an] a member’s interest in a
29-26 limited-liability company [.] or a noneconomic member.
29-27 Sec. 57. NRS
86.201 is hereby amended to read as follows:
29-28 86.201 1. [Upon filing the articles of organization and the certificate
29-29 of acceptance of
the resident agent, and the payment of filing fees, the] A
29-30 limited-liability company is considered legally
organized pursuant to this
29-31 chapter [.] upon:
29-32 (a) Filing the articles of organization with the secretary of state
or
29-33 upon a later date specified
in the articles of organization;
29-34 (b) Filing the certificate of acceptance of the resident agent with
the
29-35 secretary of state; and
29-36 (c) Paying the required filing fees to the secretary of state.
29-37 2. A limited-liability company must not transact
business or incur
29-38 indebtedness, except that which is incidental to its
organization or to
29-39 obtaining subscriptions for or payment of
contributions, until the [secretary
29-40 of state has filed
the articles of organization and the certificate of
29-41 acceptance.] company is considered
legally organized pursuant to
29-42 subsection 1.
29-43 Sec. 58. NRS
86.226 is hereby amended to read as follows:
29-44 86.226 1. A
signed certificate of amendment, or a certified copy of a
29-45 judicial decree of amendment, must be filed with the
secretary of state. A
29-46 person who executes a certificate as an agent,
officer or fiduciary of the
29-47 limited-liability company need not exhibit evidence
of his authority as a
29-48 prerequisite to filing. Unless the secretary of
state finds that a certificate
30-1 does not conform to law, upon his receipt of all
required filing fees he shall
30-2 file the certificate.
30-3 2. [Upon the
filing of a] A certificate of amendment or judicial decree
30-4 of amendment [in the office of]
is effective upon filing with the secretary
30-5 of state [, the articles of organization are amended as set forth
therein.] or
30-6 upon a later date specified
in the certificate or judicial decree, which
30-7 must not be more than 90
days after the certificate or judicial decree is
30-8 filed.
30-9 3. If a certificate
specifies an effective date and if the resolution of
30-10 the members approving the
proposed amendment provides that one or
30-11 more managers, or, if
management is not vested in a manager, one or
30-12 more members may abandon the
proposed amendment, then those
30-13 managers or members may
terminate the effectiveness of the certificate
30-14 by filing a certificate of
termination with the secretary of state that:
30-15 (a) Is filed before the effective date specified in the certificate
or
30-16 judicial decree filed
pursuant to subsection 1;
30-17 (b) Identifies the certificate being terminated;
30-18 (c) States that, pursuant to the resolution of the members, the
30-19 manager of the company or,
if management is not vested in a manager, a
30-20 designated member is
authorized to terminate the effectiveness of the
30-21 certificate;
30-22 (d) States that the effectiveness of the certificate has been
terminated;
30-23 (e) Is signed by a manager of the company or, if management is not
30-24 vested in a manager, a
designated member; and
30-25 (f) Is accompanied by the fee required pursuant to NRS 86.561.
30-26 Sec. 59. NRS
86.274 is hereby amended to read as follows:
30-27 86.274 1. The
secretary of state shall notify, by letter addressed to its
30-28 resident agent, each limited-liability company
deemed in default pursuant
30-29 to the provisions of this chapter. The notice must
be accompanied by a
30-30 statement indicating the amount of the filing fee,
penalties and costs
30-31 remaining unpaid.
30-32 2. On the [first day of the ninth month] second anniversary following
30-33 the month in which the filing was required, the
charter of the company is
30-34 revoked and its right to transact business is
forfeited.
30-35 3. The secretary of state shall compile a
complete list containing the
30-36 names of all limited-liability companies whose right
to do business has
30-37 been forfeited. The secretary of state shall
forthwith notify each limited-
30-38 liability company by letter addressed to its
resident agent of the forfeiture
30-39 of its charter. The notice must be accompanied by a
statement indicating
30-40 the amount of the filing fee, penalties and costs
remaining unpaid.
30-41 4. If the charter of a limited-liability company
is revoked and the right
30-42 to transact business is forfeited, all of the
property and assets of the
30-43 defaulting company must be held in trust by the
managers or, if none, by
30-44 the members of the company, and the same proceedings
may be had with
30-45 respect to its property and assets as apply to the
dissolution of a limited-
30-46 liability company [.] pursuant to NRS 86.505 and 86.521. Any person
30-47 interested may institute proceedings at any time
after a forfeiture has been
30-48 declared, but if the secretary of state reinstates
the charter the proceedings
30-49 must be dismissed and all property restored to the
company.
31-1 5. If the assets are distributed they must be
applied in the following
31-2 manner:
31-3 (a) To the
payment of the filing fee, penalties and costs due to the state;
31-4 and
31-5 (b) To the
payment of the creditors of the company.
31-6 Any balance remaining must be distributed among the
members as
31-7 provided in subsection 1 of NRS 86.521.
31-8 Sec. 60. NRS
86.276 is hereby amended to read as follows:
31-9 86.276 1. Except
as otherwise provided in subsections 3 and 4, the
31-10 secretary of state shall reinstate any
limited-liability company which has
31-11 forfeited its right to transact business [under]
pursuant to the provisions of
31-12 this chapter and restore to the company its right to
carry on business in this
31-13 state, and to exercise its privileges and
immunities, if it:
31-14 (a) Files with
the secretary of state the list required by NRS 86.263; and
31-15 (b) Pays to
the secretary of state:
31-16 (1) The
annual filing fee and penalty set forth in NRS 86.263 and
31-17 86.272 for each year or portion thereof during which
[its charter has been
31-18 revoked;] it failed to file in a
timely manner each required annual list;
31-19 and
31-20 (2) A fee of
$50 for reinstatement.
31-21 2. When the secretary of state reinstates the
limited-liability company,
31-22 he shall:
31-23 (a) Immediately
issue and deliver to the company a certificate of
31-24 reinstatement authorizing it to transact business as
if the filing fee had been
31-25 paid when due; and
31-26 (b) Upon
demand, issue to the company one or more certified copies of
31-27 the certificate of reinstatement.
31-28 3. The secretary of state shall not order a
reinstatement unless all
31-29 delinquent fees and penalties have been paid, and
the revocation of the
31-30 charter occurred only by reason of failure to pay
the fees and penalties.
31-31 4. If a company’s charter has been revoked
pursuant to the provisions
31-32 of this chapter and has remained revoked for a
period of 5 consecutive
31-33 years, the charter must not be reinstated.
31-34 Sec. 61. NRS
86.281 is hereby amended to read as follows:
31-35 86.281 A limited-liability company organized and
existing [under]
31-36 pursuant to this chapter may [:] exercise the powers and
privileges
31-37 granted by this chapter and
may:
31-38 1. Sue and be sued, complain and defend, in its
name;
31-39 2. Purchase, take, receive, lease or otherwise
acquire, own, hold,
31-40 improve, use and otherwise deal in and with real or
personal property, or
31-41 an interest in it, wherever situated;
31-42 3. Sell, convey, mortgage, pledge, lease,
exchange, transfer and
31-43 otherwise dispose of all or any part of its property
and assets;
31-44 4. Lend money to and otherwise assist its
members;
31-45 5. Purchase, take, receive, subscribe for or
otherwise acquire, own,
31-46 hold, vote, use, employ, sell, mortgage, lend,
pledge or otherwise dispose
31-47 of, and otherwise use and deal in and with shares,
member’s interests or
31-48 other interests in or obligations of domestic or
foreign limited-liability
31-49 companies, domestic or foreign corporations, joint
ventures or similar
32-1 associations, general or limited partnerships or
natural persons, or direct or
32-2 indirect obligations of the United States or of any
government, state,
32-3 territory, governmental district or municipality or
of any instrumentality of
32-4 it;
32-5 6. Make contracts and guarantees and incur
liabilities, borrow money
32-6 at such rates of interest as the company may
determine, issue its notes,
32-7 bonds and other obligations and secure any of its
obligations by mortgage
32-8 or pledge of all or any part of its property,
franchises and income;
32-9 7. Lend, invest and reinvest its money and take
and hold real property
32-10 and personal property for the payment of money so
loaned or invested;
32-11 8. Conduct its business, carry on its operations
and have and exercise
32-12 the powers granted by this chapter in any state,
territory, district or
32-13 possession of the United States, or in any foreign
country;
32-14 9. Appoint managers and agents, define their
duties and fix their
32-15 compensation;
32-16 10. Cease its activities and surrender its
articles of organization;
32-17 11. Exercise all powers necessary or convenient
to effect any of the
32-18 purposes for which the company is organized; and
32-19 12. Hold a license issued pursuant to the
provisions of chapter 463 of
32-20 NRS.
32-21 Sec. 62. NRS
86.286 is hereby amended to read as follows:
32-22 86.286 1. A limited-liability company may, but
is not required to,
32-23 adopt an operating agreement. An operating agreement
may be adopted
32-24 only by the unanimous vote or unanimous written
consent of the members,
32-25 or by the sole member, and the operating agreement
must be in writing.
32-26 Unless otherwise provided in the operating
agreement, amendments to the
32-27 agreement may be adopted only by the unanimous vote
or unanimous
32-28 written consent of the persons who are members at
the time of amendment.
32-29 2. An operating agreement
may be adopted before, after or at the
32-30 time of the filing of the
articles of organization and, whether entered into
32-31 before, after or at the time
of the filing, may become effective at the
32-32 formation of the limited-liability
company or at a later date specified in
32-33 the operating agreement. If
an operating agreement is adopted before the
32-34 filing of the articles of
organization or before the effective date of
32-35 formation specified in the
articles of organization, the operating
32-36 agreement is not effective
until the effective date of formation of the
32-37 limited-liability company.
32-38 3. An operating agreement
may provide that a certificate of limited-
32-39 liability company interest
issued by the limited-liability company may
32-40 evidence a member’s interest
in a limited-liability company.
32-41 Sec. 63. NRS
86.291 is hereby amended to read as follows:
32-42 86.291 1. Except as otherwise provided in this
section [,] or the
32-43 articles of organization ,
[or the operating
agreement,] management
of a
32-44 limited-liability company is vested in its members
in proportion to their
32-45 contribution to its capital, as adjusted from time
to time to reflect properly
32-46 any additional contributions or withdrawals by the
members.
32-47 2. If provision is made in the
articles of organization, management of
32-48 the company may be vested in a manager or managers,
who may but need
32-49 not be members, in the manner prescribed by the
operating agreement of
33-1 the company. The manager or managers also hold the
offices and have the
33-2 responsibilities accorded to them by the members and
set out in the
33-3 operating agreement.
33-4 Sec. 64. NRS
86.301 is hereby amended to read as follows:
33-5 86.301 Except as otherwise provided in this chapter , [or] in its articles
33-6 of organization [,] or its operating agreement, no debt may be contracted
33-7 or liability incurred by or on behalf of a
limited-liability company, except
33-8 by one or more of its managers if management of the
limited-liability
33-9 company has been vested by the members in a manager
or managers or, if
33-10 management of the limited-liability company is
retained by the members,
33-11 then [as provided
in the articles of organization or the operating
33-12 agreement.] by any member.
33-13 Sec. 65. NRS
86.343 is hereby amended to read as follows:
33-14 86.343 1. A
distribution of the profits and contributions of a
limited-
33-15 liability company must not be made if, after giving
it effect:
33-16 (a) The
company would not be able to pay its debts as they become due
33-17 in the usual course of business; or
33-18 (b) Except as
otherwise specifically permitted by the articles of
33-19 organization, the total assets of the company would
be less than the sum of
33-20 its total liabilities.
33-21 2. The manager or, if management of the company
is not vested in a
33-22 manager or managers, the members may base a
determination that a
33-23 distribution is not prohibited [under]
pursuant to this section on:
33-24 (a) Financial
statements prepared on the basis of accounting practices
33-25 that are reasonable in the circumstances;
33-26 (b) A fair
valuation, including unrealized appreciation and depreciation;
33-27 or
33-28 (c) Any other
method that is reasonable in the circumstances.
33-29 3. The effect of a distribution [under]
pursuant to this section must be
33-30 measured:
33-31 (a) In the
case of a distribution by purchase, redemption or other
33-32 acquisition by the company of member’s interests, as
of the earlier of:
33-33 (1) The date
on which money or other property is transferred or debt
33-34 incurred by the company; or
33-35 (2) The date
on which the member ceases to be a member with
33-36 respect to his acquired interest.
33-37 (b) In the case
of any other distribution of indebtedness, as of the date
33-38 on which the indebtedness is distributed.
33-39 (c) In all
other cases, as of:
33-40 (1) The date
on which the distribution is authorized if the payment
33-41 occurs within 120 days after the date of
authorization; or
33-42 (2) The date
on which the payment is made if it occurs more than 120
33-43 days after the date of authorization.
33-44 4. Indebtedness of the company, including
indebtedness issued as a
33-45 distribution, is not considered a liability for
purposes of determinations
33-46 [under] pursuant to this
section if its terms provide that payment of
33-47 principal and interest are to be made only if and to
the extent that payment
33-48 of a distribution to the members could then be made
pursuant to this
33-49 section. If the indebtedness is issued as a
distribution, each payment of
34-1 principal or interest must be treated as a
distribution, the effect of which
34-2 must be measured as of the date of payment.
34-3 5. Except as otherwise
provided in subsection 6, a member who
34-4 receives a distribution in
violation of this section is liable to the limited-
34-5 liability company for the
amount of the distribution. This subsection does
34-6 not affect the validity of
an obligation or liability of a member created by
34-7 an agreement or other
applicable law for the amount of a distribution.
34-8 6. Unless otherwise agreed,
a member who receives a distribution
34-9 from a limited-liability
company is not liable for the amount of the
34-10 distribution after the
expiration of 3 years after the date of the
34-11 distribution unless an
action to recover the distribution from the member
34-12 is commenced before the
expiration of the 3-year period following the
34-13 distribution.
34-14 Sec. 66. NRS
86.351 is hereby amended to read as follows:
34-15 86.351 1. The
interest of each member of a limited-liability company
34-16 is personal property. The articles of organization
or operating agreement
34-17 may prohibit or regulate the transfer of a member’s
interest. Unless
34-18 otherwise provided in the articles or operating agreement, a transferee of a
34-19 member’s interest has no right to participate in the
management of the
34-20 business and affairs of the company or to become a
member unless a
34-21 majority in interest of the other members approve
the transfer. If so
34-22 approved, the transferee becomes a substituted
member. The transferee is
34-23 only entitled to receive the share of profits or
other compensation by way
34-24 of income, and the return of contributions, to which
his transferor would
34-25 otherwise be entitled.
34-26 2. A substituted member has all the rights and
powers and is subject to
34-27 all the restrictions and liabilities of his transferor,
except that the
34-28 substitution of the transferee does not release the
transferor from any
34-29 liability to the company.
34-30 Sec. 67. NRS
86.391 is hereby amended to read as follows:
34-31 86.391 1. A
member is liable to a limited-liability company:
34-32 (a) For a
difference between his contributions to capital as actually
34-33 made and as stated in the articles of organization
or operating agreement as
34-34 having been made; and
34-35 (b) For any
unpaid contribution to capital which he agreed in the articles
34-36 of organization or operating agreement to make in
the future at the time
34-37 and on the conditions stated in the articles of
organization or operating
34-38 agreement.
34-39 2. A member holds as trustee for the company [:
34-40 (a) Specific] specific property stated in the articles of
organization or
34-41 operating agreement as contributed by him, but which
was not so
34-42 contributed . [or which has been wrongfully or erroneously returned; and
34-43 (b) Money or other property wrongfully paid or
conveyed to him on
34-44 account of his
contribution or the contribution of a predecessor with
34-45 respect to his
member’s interest.]
34-46 3. The liabilities of a member as set out in
this section can be waived
34-47 or compromised only by the consent of all of the
members, but a waiver or
34-48 compromise does not affect the right of a creditor
of the company to
34-49 enforce the liabilities if he extended credit or his
claim arose before the
35-1 effective date of an amendment of the articles of
organization or operating
35-2 agreement effecting the waiver or compromise.
35-3 [4. When a contributor
has rightfully received the return in whole or in
35-4 part of his
contribution to capital, the contributor is liable to the company
35-5 for any sum, not
in excess of the return with interest, necessary to
35-6 discharge its liability
to all of its creditors who extended credit or whose
35-7 claims arose
before the return.]
35-8 Sec. 68. NRS
86.491 is hereby amended to read as follows:
35-9 86.491 1. A limited-liability company organized [under]
pursuant to
35-10 this chapter must be dissolved and its affairs wound
up:
35-11 [1.] (a) At the time, if any, specified in the articles of
organization;
35-12 [2.] (b) Upon the occurrence of an event specified in an
operating
35-13 agreement; [or
35-14 3. By the unanimous written agreement of all members.]
35-15 (c) Unless otherwise provided in the articles of organization or
35-16 operating agreement, upon
the affirmative vote or written agreement of
35-17 members owning at least
two-thirds of the interests in the current profits
35-18 of the limited-liability
company or, if there is more than one class or
35-19 group of members, by members
owning at least two-thirds of the interests
35-20 in the current profits of
each class or group of members voting
35-21 separately; or
35-22 (d) Upon entry of a decree of judicial dissolution pursuant to
section
35-23 42 of this act.
35-24 2. Except as otherwise
provided in the articles of organization or
35-25 operating agreement, the
death, retirement, resignation, expulsion,
35-26 bankruptcy, dissolution or
dissociation of a member or any other event
35-27 affecting the member does
not:
35-28 (a) Terminate the status of the person as a member; or
35-29 (b) Cause the limited-liability company to be dissolved or its
affairs to
35-30 be wound up.
35-31 3. Except as otherwise
provided in the articles of organization or
35-32 operating agreement, upon
the death of a natural person who is the sole
35-33 member of a
limited-liability company, the status of the member,
35-34 including the member’s
interest, may pass to the heirs, successors and
35-35 assigns of the member by
will or applicable law. The heir, successor or
35-36 assign of the member’s
interest becomes a substituted member pursuant
35-37 to NRS 86.351, subject to
administration as provided by applicable law,
35-38 without the permission or
consent of the heirs, successors or assigns or
35-39 those administering the
estate of the deceased member.
35-40 Sec. 69. NRS
86.541 is hereby amended to read as follows:
35-41 86.541 1. [The signed articles of dissolution must be filed with the
35-42 secretary of
state. Unless the secretary of state finds that the articles of
35-43 dissolution do not
conform to law, he shall when all fees and license taxes
35-44 prescribed by law
have been paid issue a certificate that the limited-
35-45 liability company
is dissolved.]
Articles of dissolution become effective
35-46 upon filing with the
secretary of state.
35-47 2. Upon the filing of the articles of
dissolution the existence of the
35-48 company ceases, except for the purpose of suits,
other proceedings and
35-49 appropriate action as provided in this chapter. The
manager or managers in
36-1 office at the time of dissolution, or the survivors
of them, are thereafter
36-2 trustees for the members and creditors of the
dissolved company and as
36-3 such have authority to distribute any property of
the company discovered
36-4 after dissolution, convey real estate and take such
other action as may be
36-5 necessary on behalf of and in the name of the
dissolved company.
36-6 Sec. 70. NRS
86.561 is hereby amended to read as follows:
36-7 86.561 1. The
secretary of state shall charge and collect for:
36-8 (a) Filing
the original articles of organization, or for registration of a
36-9 foreign company, $125;
36-10 (b) Amending
or restating the articles of organization, [or]
amending
36-11 the registration of a foreign company [,] or filing a certificate of
36-12 correction, $75;
36-13 (c) Filing the
articles of dissolution of a domestic or foreign company,
36-14 $30;
36-15 (d) Filing a
statement of change of address of a records or registered
36-16 office, or change of the resident agent, $15;
36-17 (e) Certifying
articles of organization or an amendment to the articles,
36-18 in both cases where a copy is provided, $10;
36-19 (f) Certifying
an authorized printed copy of this chapter, $10;
36-20 (g) Reserving
a name for a limited-liability company, $20;
36-21 (h) Filing a certificate of termination or cancellation, $30;
36-22 (i) Executing, filing or certifying any other document, $20; and
36-23 [(i)]
(j) Copies made at the office of the secretary of
state, $1 per page.
36-24 2. The secretary of state shall charge and
collect at the time of any
36-25 service of process on him as agent for service of
process of a limited-
36-26 liability company, $10 which may be recovered as
taxable costs by the
36-27 party to the action causing the service to be made
if the party prevails in
36-28 the action.
36-29 3. Except as otherwise provided in this section,
the fees set forth in
36-30 NRS 78.785 apply to this chapter.
36-31 Sec. 71. NRS
86.580 is hereby amended to read as follows:
36-32 86.580 1. A
limited-liability company which did exist or is existing
36-33 [under] pursuant to the
laws of this state may, upon complying with the
36-34 provisions of NRS 86.276, procure a renewal or
revival of its charter for
36-35 any period, together with all the rights,
franchises, privileges and
36-36 immunities, and subject to all its existing and
preexisting debts, duties and
36-37 liabilities secured or imposed by its original
charter and amendments
36-38 thereto, or existing charter, by filing:
36-39 (a) A
certificate with the secretary of state, which must set forth:
36-40 (1) The name
of the limited-liability company, which must be the
36-41 name of the limited-liability company at the time of
the renewal or revival,
36-42 or its name at the time its original charter
expired.
36-43 (2) The name
of the person designated as the resident agent of the
36-44 limited-liability company, his street address for
the service of process, and
36-45 his mailing address if different from his street address.
36-46 (3) The date
when the renewal or revival of the charter is to
36-47 commence or be effective, which may be, in cases of
a revival, before the
36-48 date of the certificate.
37-1 (4) Whether
or not the renewal or revival is to be perpetual, and, if
37-2 not perpetual, the time for which the renewal or
revival is to continue.
37-3 (5) That
the limited-liability company desiring to renew or revive its
37-4 charter is, or has been, organized and carrying on
the business authorized
37-5 by its existing or original charter and amendments
thereto, and desires to
37-6 renew or continue through revival its existence
pursuant to and subject to
37-7 the provisions of this chapter.
37-8 (b) A list of
its managers, or if there are no managers, all its managing
37-9 members and their post office box or street
addresses, either residence or
37-10 business.
37-11 2. A limited-liability company whose charter has
not expired and is
37-12 being renewed shall cause the certificate to be
signed by its manager, or if
37-13 there is no manager, by a person designated by its
members. The certificate
37-14 must be approved by a majority [of the members.] in interest.
37-15 3. A limited-liability company seeking to revive
its original or
37-16 amended charter shall cause the certificate to be
signed by a person or
37-17 persons designated or appointed by the members. The
execution and filing
37-18 of the certificate must be approved by the written
consent of a majority [of
37-19 the members] in interest and
must contain a recital that this consent was
37-20 secured. The limited-liability company shall pay to
the secretary of state
37-21 the fee required to establish a new
limited-liability company pursuant to
37-22 the provisions of this chapter.
37-23 4. The filed certificate, or a copy thereof
which has been certified
37-24 under the hand and seal of the secretary of state,
must be received in all
37-25 courts and places as prima facie evidence of the
facts therein stated and of
37-26 the existence of the limited-liability company
therein named.
37-27 Sec. 72. NRS
88.405 is hereby amended to read as follows:
37-28 88.405 1. The
secretary of state shall notify, by letter addressed to its
37-29 resident agent, each defaulting limited partnership.
The notice must be
37-30 accompanied by a statement indicating the amount of
the filing fee,
37-31 penalties and costs remaining unpaid.
37-32 2. Immediately after the [first day of the ninth month following]
37-33 second anniversary of the month in which filing
was required, the
37-34 certificate of the limited partnership is revoked.
The secretary of state shall
37-35 compile a complete list containing the names of all
limited partnerships
37-36 whose right to do business has been forfeited. The
secretary of state shall
37-37 notify, by letter addressed to its resident agent,
each limited partnership of
37-38 the revocation of its certificate. The notice must
be accompanied by a
37-39 statement indicating the amount of the filing fee,
penalties and costs
37-40 remaining unpaid.
37-41 3. In case of revocation of the certificate and
of the forfeiture of the
37-42 right to transact business thereunder,
all the property and assets of the
37-43 defaulting domestic limited partnership are held in
trust by the general
37-44 partners, and the same proceedings may be had with
respect thereto as for
37-45 the judicial dissolution of a limited partnership.
Any person interested may
37-46 institute proceedings at any time after a forfeiture
has been declared, but if
37-47 the secretary of state reinstates the limited
partnership the proceedings
37-48 must at once be dismissed and all property restored
to the general partners.
38-1 Sec. 73. NRS
88A.030 is hereby amended to read as follows:
38-2 88A.030 “Business trust” means an unincorporated
association which:
38-3 1. Is created by a trust instrument under which
property is held,
38-4 managed, controlled, invested, reinvested or
operated, or any combination
38-5 of these, or business or professional activities for
profit are carried on, by a
38-6 trustee for the benefit of the persons entitled to a
beneficial interest in the
38-7 trust property; and
38-8 2. Files a certificate of trust pursuant to NRS
88A.210.
38-9 The term includes, without limitation, a trust of
the type known at common
38-10 law as a business trust or Massachusetts trust, a
trust qualifying as a real
38-11 estate investment trust pursuant to 26 U.S.C. §§ 856
et seq., as amended, or
38-12 any successor provision, or a trust qualifying as a
real estate mortgage
38-13 investment conduit pursuant to 26 U.S.C. § 860D, as
amended, or any
38-14 successor provision. [The term does not include a corporation as that term
38-15 is defined in 11
U.S.C. § 101(9).]
38-16 Sec. 74. NRS
88A.640 is hereby amended to read as follows:
38-17 88A.640 1. The
secretary of state shall notify, by letter addressed to
38-18 its resident agent, each business trust deemed in
default pursuant to the
38-19 provisions of this chapter. The notice must be
accompanied by a statement
38-20 indicating the amount of the filing fee, penalties
and costs remaining
38-21 unpaid.
38-22 2. [On the
first day of the ninth month following]
Immediately after
38-23 the second anniversary of the month in which the filing was
required, the
38-24 certificate of trust of the business trust is
revoked and its right to transact
38-25 business is forfeited.
38-26 3. The secretary of state shall compile a
complete list containing the
38-27 names of all business trusts whose right to do
business has been forfeited.
38-28 He shall forthwith notify each such business trust,
by letter addressed to its
38-29 resident agent, of the revocation of its certificate
of trust. The notice must
38-30 be accompanied by a statement indicating the amount
of the filing fee,
38-31 penalties and costs remaining unpaid.
38-32 4. If the certificate of trust is revoked and
the right to transact business
38-33 is forfeited, all the property and assets of the
defaulting business trust must
38-34 be held in trust by its trustees as for insolvent
business trusts, and the same
38-35 proceedings may be had with respect thereto as are
applicable to insolvent
38-36 business trusts. Any person interested may institute
proceedings at any
38-37 time after a forfeiture has been declared, but if
the secretary of state
38-38 reinstates the certificate of trust, the proceedings
must at once be
38-39 dismissed.
38-40 Sec. 75. Chapter
92A of NRS is hereby amended by adding thereto
38-41 the provisions set forth as sections 76 to 82,
inclusive, of this act.
38-42 Sec. 76. “Domestic general partnership” means a general
38-43 partnership governed by the
provisions of Chapter 87 of NRS.
38-44 Sec. 77. “Resulting entity” means, with respect to a conversion, the
38-45 entity that results from
conversion of the constituent entity.
38-46 Sec. 78.
1. Except as limited by NRS 78.411 to 78.444,
inclusive,
38-47 one domestic general
partnership or one domestic entity, except a
38-48 domestic nonprofit
corporation, may convert into a different type of
39-1 entity if the plan of
conversion is approved pursuant to the provisions of
39-2 this chapter.
39-3 2. The plan of conversion
must be in writing and set forth the:
39-4 (a) Name of the constituent entity and the proposed name for the
39-5 resulting entity;
39-6 (b) Address of the constituent entity and the resulting entity;
39-7 (c) Jurisdiction of the law that governs the constituent entity;
39-8 (d) Jurisdiction of the law that will govern the resulting entity;
39-9 (e) Terms and conditions of the conversion;
39-10 (f) Manner and basis of converting the owner’s interest or the
interest
39-11 of a partner in a general
partnership of the constituent entity into
39-12 owner’s interests, rights of
purchase and other securities in the resulting
39-13 entity; and
39-14 (g) Full text of the constituent documents of the resulting entity.
39-15 3. The plan of conversion
may set forth other provisions relating to
39-16 the conversion.
39-17 Sec. 79. Unless otherwise provided in the partnership agreement, all
39-18 partners must approve a plan
of conversion involving a domestic general
39-19 partnership.
39-20 Sec. 80.
1. One foreign entity or foreign general
partnership may
39-21 convert into one domestic
entity if:
39-22 (a) The conversion is permitted by the law of the jurisdiction
39-23 governing the foreign entity
or foreign general partnership and the
39-24 foreign entity or foreign
general partnership complies with that law in
39-25 effecting the conversion;
39-26 (b) The foreign entity or foreign general partnership complies with
the
39-27 applicable provisions of section
81 of this act and, if it is the resulting
39-28 entity in the conversion,
with NRS 92A.210 to 92A.240, inclusive; and
39-29 (c) The domestic entity complies with the applicable provisions of
NRS
39-30 92A.120, 92A.140 and 92A.165
and sections 78 and 79 of this act and, if
39-31 it is the resulting entity
in the conversion, with NRS 92A.210 to 92A.240,
39-32 inclusive, and section 81 of
this act.
39-33 2. When the conversion takes
effect, the resulting foreign entity in a
39-34 conversion shall be deemed
to have appointed the secretary of state as its
39-35 agent for service of process
in a proceeding to enforce any obligation.
39-36 Service of process must be
made personally by delivering to and leaving
39-37 with the secretary of state
duplicate copies of the process and the
39-38 payment of a fee of $25 for
accepting and transmitting the process. The
39-39 secretary of state shall
send one of the copies of the process by registered
39-40 or certified mail to the
resulting entity at its specified address, unless the
39-41 resulting entity has
designated in writing to the secretary of state a
39-42 different address for that
purpose, in which case it must be mailed to the
39-43 last address so designated.
39-44 Sec. 81.
1. After a plan of conversion is approved as
required by
39-45 this chapter, if the
resulting entity is a domestic entity, the constituent
39-46 entity shall deliver to the
secretary of state for filing:
39-47 (a) Articles of conversion setting forth:
39-48 (1) The name and jurisdiction of organization of the constituent
39-49 entity and the resulting
entity; and
40-1 (2) That a plan of conversion has been adopted by the constituent
40-2 entity in compliance with
the law of the jurisdiction governing the
40-3 constituent entity.
40-4 (b) The following constituent document of the domestic resulting
40-5 entity:
40-6 (1) If the resulting entity is a domestic corporation, the
articles of
40-7 incorporation;
40-8 (2) If the resulting entity is a domestic limited partnership,
the
40-9 certificate of limited
partnership;
40-10 (3) If the resulting entity is a domestic limited-liability
company, the
40-11 articles of organization; or
40-12 (4) If the resulting entity is a domestic business trust, the
certificate
40-13 of trust.
40-14 2. After a plan of
conversion is approved as required by this chapter,
40-15 if the resulting entity is a
foreign entity, the constituent entity shall
40-16 deliver to the secretary of
state for filing articles of conversion setting
40-17 forth:
40-18 (a) The name and jurisdiction of organization of the constituent
entity
40-19 and the resulting entity;
40-20 (b) That a plan of conversion has been adopted by the constituent
40-21 entity in compliance with
the laws of this state; and
40-22 (c) The address of the resulting entity where copies of process may
be
40-23 sent by the secretary of
state.
40-24 3. If the entire plan of
conversion is not set forth in the articles of
40-25 conversion, the filing party
must include in the articles of conversion a
40-26 statement that the complete
executed plan of conversion is on file at the
40-27 registered office or
principal place of business of the resulting entity or,
40-28 if the resulting entity is a
domestic limited partnership, the office
40-29 described in paragraph (a)
of subsection 1 of NRS 88.330.
40-30 4. If the conversion takes
effect on a later date specified in the
40-31 articles of conversion
pursuant to NRS 92A.240, the constituent
40-32 document filed with the
secretary of state pursuant to paragraph (b) of
40-33 subsection 1 must state the
name and the jurisdiction of the constituent
40-34 entity and that the
existence of the resulting entity does not begin until
40-35 the later date.
40-36 5. Any documents filed with
the secretary of state pursuant to this
40-37 section must be accompanied
by the required fees.
40-38 Sec. 82. 1. Any
undomesticated organization may become
40-39 domesticated in this state
as a domestic entity by:
40-40 (a) Paying the required fees to the secretary of state; and
40-41 (b) Filing with the secretary of state:
40-42 (1) Articles of domestication which must be executed in compliance
40-43 with subsection 6; and
40-44 (2) The appropriate constituent document in compliance with the
40-45 provisions of all applicable
statutes governing the appropriate domestic
40-46 entity.
40-47 2. The articles of
domestication must set forth the:
41-1 (a) Date when and the jurisdiction where the undomesticated
41-2 organization was first
formed, incorporated, organized or otherwise
41-3 created;
41-4 (b) Name of the undomesticated organization immediately before
41-5 filing the articles of
domestication;
41-6 (c) Name and type of domestic entity as set forth in its
constituent
41-7 document pursuant to
subsection 1; and
41-8 (d) Jurisdiction that constituted the principal place of business
or
41-9 central administration of
the undomesticated organization, or any other
41-10 equivalent thereto pursuant
to applicable law, immediately before filing
41-11 the articles of
domestication.
41-12 3. Upon filing the articles
of domestication and constituent document
41-13 with the secretary of state,
the undomesticated organization is
41-14 domesticated in this state
as the domestic entity described in the
41-15 constituent document filed
pursuant to subsection 1. The existence of the
41-16 domestic entity begins on
the date the undomesticated organization
41-17 began its existence in the
jurisdiction in which the undomesticated
41-18 organization was first
formed, incorporated, organized or otherwise
41-19 created.
41-20 4. The domestication of any
undomesticated organization does not
41-21 affect any obligations or
liabilities of the undomesticated organization
41-22 incurred before its
domestication.
41-23 5. The filing of the
constituent document of the domestic entity filed
41-24 pursuant to subsection 1
does not affect the choice of law applicable to
41-25 the undomesticated
organization. From the date the constituent
41-26 document of the domestic
entity is filed, the law of this state applies to the
41-27 domestic entity to the same
extent as if the undomesticated organization
41-28 was organized and created as
a domestic entity on that date.
41-29 6. Before filing articles of
domestication, the domestication must be
41-30 approved in the manner
required by:
41-31 (a) The document, instrument, agreement or other writing governing
41-32 the internal affairs of the
undomesticated organization and the conduct
41-33 of its business; and
41-34 (b) Applicable foreign law.
41-35 7. When a domestication
becomes effective, all rights, privileges and
41-36 powers of the undomesticated
organization, all property owned by the
41-37 undomesticated organization,
all debts due to the undomesticated
41-38 organization, and all causes
of action belonging to the undomesticated
41-39 organization are vested in
the domestic entity and become the property of
41-40 the domestic entity to the
same extent as vested in the undomesticated
41-41 organization immediately
before domestication. The title to any real
41-42 property vested by deed or
otherwise in the undomesticated organization
41-43 is not reverted or impaired
by the domestication. All rights of creditors
41-44 and all liens upon any
property of the undomesticated organization are
41-45 preserved unimpaired and all
debts, liabilities and duties of an
41-46 undomesticated organization
that has been domesticated attach to the
41-47 domestic entity resulting
from the domestication and may be enforced
41-48 against it to the same
extent as if the debts, liability and duties had been
41-49 incurred or contracted by
the domestic entity.
42-1 8. When an undomesticated
organization is domesticated, the
42-2 domestic entity resulting
from the domestication is for all purposes
42-3 deemed to be the same entity
as the undomesticated organization. Unless
42-4 otherwise agreed by the
owners of the undomesticated organization or as
42-5 required pursuant to
applicable foreign law, the domestic entity resulting
42-6 from the domestication is
not required to wind up its affairs, pay its
42-7 liabilities or distribute
its assets. The domestication of an undomesticated
42-8 organization does not
constitute the dissolution of the undomesticated
42-9 organization. The
domestication constitutes a continuation of the
42-10 existence of the
undomesticated organization in the form of a domestic
42-11 entity. If, following
domestication, an undomesticated organization that
42-12 has become domesticated
pursuant to this section continues its existence
42-13 in the foreign country or
foreign jurisdiction in which it was existing
42-14 immediately before the
domestication, the domestic entity and the
42-15 undomesticated organization
are for all purposes a single entity formed,
42-16 incorporated, organized or
otherwise created and existing pursuant to the
42-17 laws of this state and the
laws of the foreign country or other foreign
42-18 jurisdiction.
42-19 9. As used in this section,
“undomesticated organization” means any
42-20 incorporated organization,
private law corporation, whether or not
42-21 organized for business purposes,
public law corporation, general
42-22 partnership, registered
limited-liability partnership, limited partnership
42-23 or registered
limited-liability limited partnership, proprietorship, joint
42-24 venture, foundation,
business trust, real estate investment trust, common
42-25 law trust or any other
unincorporated business formed, organized,
42-26 created or the internal
affairs of which are governed by the laws of any
42-27 foreign country or
jurisdiction other than the United States, the District
42-28 of Columbia or another
state, territory, possession, commonwealth or
42-29 dependency of the United
States.
42-30 Sec. 83. NRS
92A.005 is hereby amended to read as follows:
42-31 92A.005 As used in this chapter, unless the context
otherwise requires,
42-32 the words and terms defined in NRS 92A.007 to
92A.080, inclusive, and
42-33 sections 76 and 77 of this
act have the meanings ascribed to them in those
42-34 sections.
42-35 Sec. 84. NRS
92A.010 is hereby amended to read as follows:
42-36 92A.010 “Constituent document” means the articles of
incorporation
42-37 or bylaws of a corporation, whether or not for
profit, the articles of
42-38 organization or operating agreement of a
limited-liability company , [or]
42-39 the certificate of limited partnership or
partnership agreement of a limited
42-40 partnership [.] , or the certificate of trust or governing instrument of a
42-41 business trust.
42-42 Sec. 85. NRS
92A.015 is hereby amended to read as follows:
42-43 92A.015 “Constituent entity” means [, with] :
42-44 1. With respect to a merger, each
merging or surviving entity [and,
42-45 with] ;
42-46 2. With respect to an exchange, each
entity whose owner’s interests
42-47 will be acquired or each entity acquiring those
interests [.] ;
and
43-1 3. With respect to the
conversion of an entity or a general
43-2 partnership, the entity or
general partnership that will be converted into
43-3 another entity.
43-4 Sec. 86. NRS
92A.070 is hereby amended to read as follows:
43-5 92A.070 “Member” means:
43-6 1. A [person who
owns an interest in, and has the right to participate in
43-7 the management of
the business and affairs of a domestic limited-liability
43-8 company; or] member of a limited-liability
company, as defined in NRS
43-9 86.081; or
43-10 2. A member of a nonprofit corporation which has
members.
43-11 Sec. 87. NRS
92A.075 is hereby amended to read as follows:
43-12 92A.075 “Owner” means the holder of an interest described
in NRS
43-13 92A.080 [.] or a noneconomic member of a limited-liability company
43-14 described in section 38 of
this act.
43-15 Sec. 88. NRS
92A.120 is hereby amended to read as follows:
43-16 92A.120 1. After
adopting a plan of merger [or
exchange,] ,
43-17 exchange or conversion, the board of directors of
each domestic
43-18 corporation that is a constituent entity in the
merger [,] or
conversion, or
43-19 the board of directors of the domestic corporation
whose shares will be
43-20 acquired in the exchange, must submit the plan of
merger, except as
43-21 otherwise provided in NRS 92A.130, the plan of conversion or the plan of
43-22 exchange for approval by its stockholders [.] who are entitled to vote on
43-23 the plan.
43-24 2. For a plan of merger ,
conversion or exchange to be approved:
43-25 (a) The board
of directors must recommend the plan of merger ,
43-26 conversion or exchange to the
stockholders, unless the board of directors
43-27 determines that because of a conflict of interest or
other special
43-28 circumstances it should make no recommendation and
it communicates the
43-29 basis for its determination to the stockholders with
the plan; and
43-30 (b) The
stockholders entitled to vote must approve the plan.
43-31 3. The board of directors may condition its
submission of the proposed
43-32 merger , conversion or
exchange on any basis.
43-33 4. [The] Unless
the plan of merger, conversion or exchange is
43-34 approved by the written
consent of stockholders pursuant to subsection 8,
43-35 the domestic corporation must
notify each stockholder, whether or not he is
43-36 entitled to vote, of the proposed stockholders’
meeting in accordance with
43-37 NRS 78.370. The notice must also state that the
purpose, or one of the
43-38 purposes, of the meeting is to consider the plan of
merger , conversion or
43-39 exchange and must contain or be accompanied by a
copy or summary of
43-40 the plan.
43-41 5. Unless this chapter, the articles of
incorporation , the resolutions of
43-42 the board of directors
establishing the class or series of stock, subsection
43-43 6 or the board of directors
acting pursuant to subsection 3 require a greater
43-44 vote or a vote by classes of stockholders, the plan
of merger or [exchange
43-45 to be authorized] conversion must
be approved by a majority of the voting
43-46 power [unless
stockholders of a class of shares are entitled to vote thereon
43-47 as a class. If
stockholders of a class of shares are so entitled, the plan must
43-48 be approved by a
majority of all votes entitled to be cast on the plan by
43-49 each class and
representing a majority of all votes entitled to be voted.
44-1 6. Separate
voting by a class of stockholders is required:
44-2 (a) On a plan of merger if the plan contains a
provision that, if
44-3 contained in the
proposed amendment to the articles of incorporation,
44-4 would entitle
particular stockholders to vote as a class on the proposed
44-5 amendment; and
44-6 (b) On a plan of exchange by each class or
series of shares included in
44-7 the exchange, with
each class or series constituting a separate voting class.
44-8 7.] of the
stockholders.
44-9 6. Unless the articles of
incorporation or the resolution of the board
44-10 of directors establishing a
class or series of stock provide otherwise, or
44-11 unless the board of
directors acting pursuant to subsection 3 requires a
44-12 greater vote, the plan of
exchange must be approved by a majority of the
44-13 voting power of each class
and each series to be exchanged pursuant to
44-14 the plan of exchange.
44-15 7. In addition to any other
vote required, if a plan of merger contains
44-16 an amendment to the articles
of incorporation of the surviving domestic
44-17 corporation or if a plan of
conversion provides for a resulting entity with
44-18 constituent documents, that
adversely alter or change any preference or
44-19 other right given to any
class or series of outstanding stock of the
44-20 surviving domestic
corporation, then the plan of merger or conversion
44-21 must be approved by the vote
of stockholders representing a majority of
44-22 the voting power of each
class or series adversely affected by the
44-23 amendment or the constituent
documents, regardless of limitations or
44-24 restrictions on the voting
power of that class or series of stock.
44-25 8. Unless otherwise provided in
the articles of incorporation or the
44-26 bylaws of the domestic corporation, the plan of
merger , conversion or
44-27 exchange may be approved by written
consent as provided in NRS 78.320.
44-28 9. If an officer, director
or stockholder of a domestic corporation,
44-29 which will be the
constituent entity in a conversion, will have any liability
44-30 for the obligations of the
resulting entity after the conversion because he
44-31 will be the owner of an
owner’s interest in the resulting entity, then that
44-32 officer, director or
stockholder must also approve the plan of conversion.
44-33 10. Unless otherwise
provided in the articles of incorporation or
44-34 bylaws of a domestic
corporation, a plan of merger, conversion or
44-35 exchange may contain a
provision that permits amendment of the plan of
44-36 merger, conversion or
exchange at any time after the stockholders of the
44-37 domestic corporation approve
the plan of merger, conversion or
44-38 exchange, but before the
articles of merger, conversion or exchange
44-39 become effective, without
obtaining the approval of the stockholders of
44-40 the domestic corporation for
the amendment if the amendment does not:
44-41 (a) Alter or change the manner or basis of exchanging an owner’s
44-42 interest to be acquired for
owner’s interests, rights to purchase owner’s
44-43 interests, or other
securities of the acquiring entity or any other entity, or
44-44 for cash or other property
in whole or in part; or
44-45 (b) Alter or change any of the terms and conditions of the plan of
44-46 merger, conversion or
exchange in a manner that adversely affects the
44-47 stockholders of the domestic
corporation.
45-1 11. This section does not
prevent or restrict a board of directors from
45-2 canceling the proposed
meeting or removing the plan of merger,
45-3 conversion or exchange from
consideration at the meeting if the board of
45-4 directors determines that it
is not advisable to submit the plan of merger,
45-5 conversion or exchange to
the stockholders for approval.
45-6 Sec. 89. NRS
92A.140 is hereby amended to read as follows:
45-7 92A.140 1. Unless
otherwise provided in the partnership agreement
45-8 or the certificate of limited partnership, a plan of
merger , conversion or
45-9 exchange involving a domestic limited partnership
must be approved by all
45-10 general partners and by limited partners who own a
majority in interest of
45-11 the partnership then owned by all the limited
partners. If the partnership
45-12 has more than one class of limited partners, the
plan of merger , conversion
45-13 or exchange must be approved by those
limited partners who own a
45-14 majority in interest of the partnership then owned
by the limited partners in
45-15 each class.
45-16 2. For the purposes of this section, “majority
in interest of the
45-17 partnership” means a majority of the interests in
capital and profits of the
45-18 limited partners of a domestic limited partnership
which:
45-19 (a) In the
case of capital, is determined as of the date of the approval of
45-20 the plan of merger , conversion
or exchange.
45-21 (b) In the
case of profits, is based on any reasonable estimate of profits
45-22 for the period beginning on the date of the approval
of the plan of merger ,
45-23 conversion or exchange and ending on
the anticipated date of the
45-24 termination of the domestic limited partnership,
including any present or
45-25 future division of profits distributed pursuant to
the partnership agreement.
45-26
3. If any partner of a
domestic limited partnership, which will be the
45-27 constituent entity in a
conversion, will have any liability for the
45-28 obligations of the resulting
entity after the conversion because he will be
45-29 the owner of an owner’s
interest in the resulting entity, then that partner
45-30 must also approve the plan
of conversion.
45-31 Sec. 90. NRS
92A.150 is hereby amended to read as follows:
45-32 92A.150 1. Unless otherwise provided in the
articles of organization
45-33 or an operating agreement:
45-34 [1.] (a) A plan of merger , conversion
or exchange involving a
45-35 domestic limited-liability company must be approved
by members who
45-36 own a majority of the interests in the current
profits of the company then
45-37 owned by all of the members; and
45-38 [2.] (b) If the company has more than one class of members, the
plan of
45-39 merger , conversion or exchange
must be approved by those members who
45-40 own a majority of the interests in the current
profits of the company then
45-41 owned by the members in each class.
45-42 2. If any manager or member
of a domestic limited-liability
45-43 company, which will be the
constituent entity in a conversion, will have
45-44 any liability for the
obligations of the resulting entity after the conversion
45-45 because he will be the owner
of an owner’s interest in the resulting
45-46 entity, then that manager or
member must also approve the plan of
45-47 conversion.
46-1 Sec. 91. NRS
92A.165 is hereby amended to read as follows:
46-2 92A.165 Unless otherwise provided in the certificate
of trust or
46-3 governing instrument of a business trust, a plan of merger , conversion or
46-4 exchange must be approved by all the
trustees and beneficial owners of
46-5 each business trust that is a constituent entity in
the merger.
46-6 Sec. 92. NRS
92A.170 is hereby amended to read as follows:
46-7 92A.170 After a merger ,
conversion or exchange is approved, and at
46-8 any time before the articles of merger , conversion or exchange are filed,
46-9 the planned merger , conversion
or exchange may be abandoned, subject to
46-10 any contractual rights, without further action, in
accordance with the
46-11 procedure set forth in the plan of merger , conversion or exchange or, if
46-12 none is set forth, in the case of:
46-13 1. A domestic corporation, whether or not for
profit, by the board of
46-14 directors;
46-15 2. A domestic limited partnership, unless
otherwise provided in the
46-16 partnership agreement or certificate of limited
partnership, by all general
46-17
partners;
46-18 3. A domestic limited-liability company, unless
otherwise provided in
46-19 the articles of organization or an operating
agreement, by members who
46-20 own a majority in interest in
the current profits of the company then
46-21 owned by all of the members or, if the company has
more than one class of
46-22 members, by members who own a majority in interest in the current
46-23 profits of the company then owned
by the members in each class; [and]
46-24 4. A domestic business trust, unless otherwise
provided in the
46-25 certificate of trust or governing instrument, by all
the trustees [.] ; and
46-26 5. A domestic general
partnership, unless otherwise provided in the
46-27 partnership agreement, by
all the partners.
46-28 Sec. 93. NRS
92A.175 is hereby amended to read as follows:
46-29 92A.175 After a merger ,
conversion or exchange is approved, at any
46-30 time after the articles of merger , conversion or exchange are filed but
46-31 before an effective date specified in the articles
which is later than the date
46-32 of filing the articles, the planned merger , conversion or exchange may be
46-33 terminated in accordance with a procedure set forth
in the plan of merger ,
46-34 conversion or exchange by filing
articles of termination pursuant to the
46-35 provisions of NRS 92A.240.
46-36 Sec. 94. NRS
92A.180 is hereby amended to read as follows:
46-37 92A.180 1. A
parent domestic corporation, whether or not for profit,
46-38 parent domestic limited-liability company , unless otherwise provided in
46-39 the articles of organization
or operating agreement, or parent domestic
46-40 limited partnership owning at least 90 percent of
the outstanding shares of
46-41 each class of a subsidiary corporation, 90 percent
of the percentage or other
46-42 interest in the capital and profits of a subsidiary [limited partnership]
46-43 limited-liability company then owned by [both the general and]
each class
46-44 of [limited
partners] members or 90 percent of the percentage or other
46-45 interest in the capital and profits of a subsidiary [limited-liability company
46-46 then owned by each
class of members] limited
partnership then owned by
46-47 both the general partners
and each class of limited partners may merge
46-48 the subsidiary into itself without approval of the
owners of the owner’s
46-49 interests of the parent domestic corporation,
domestic limited-liability
47-1 company or domestic limited partnership or the
owners of the owner’s
47-2 interests of a subsidiary domestic corporation,
subsidiary domestic limited-
47-3 liability company or subsidiary domestic limited
partnership.
47-4 2. A parent domestic
corporation, whether or not for profit, parent
47-5 domestic limited-liability
company, unless otherwise provided in the
47-6 articles of organization, or
parent domestic limited partnership owning at
47-7 least 90 percent of the
outstanding shares of each class of a subsidiary
47-8 corporation, 90 percent of
the percentage or other interest in the capital
47-9 and profits of a subsidiary
limited-liability company then owned by each
47-10 class of members, or 90
percent of the percentage or other interest in the
47-11 capital and profits of a
subsidiary limited partnership then owned by both
47-12 the general partners and
each class of limited partners may merge with
47-13 and into the subsidiary
without approval of the owners of the owner’s
47-14 interests of the subsidiary
domestic corporation, subsidiary domestic
47-15 limited-liability company or
subsidiary domestic limited partnership.
47-16 3. The board of directors of [the]
a parent corporation, the managers of
47-17 a parent limited-liability company with managers
unless otherwise
47-18 provided in the operating agreement, all [the]
members of a parent limited-
47-19 liability company without managers unless otherwise
provided in the
47-20 operating agreement, or all [the]
general partners of [the] a parent limited
47-21 partnership shall adopt a plan of merger that sets
forth:
47-22 (a) The names
of the parent and subsidiary; and
47-23 (b) The manner
and basis of converting the owner’s interests of the
47-24 disappearing entity into the owner’s interests,
obligations or other
47-25 securities of the surviving or any other entity or
into cash or other property
47-26 in whole or in part.
47-27 [3.] 4. The parent
shall mail a copy or summary of the plan of merger
47-28 to each owner of the subsidiary who does not waive
the mailing
47-29 requirement in writing.
47-30 [4. The parent may not
deliver articles of merger to the secretary of
47-31 state for filing
until at least 30 days after the date the parent mailed a copy
47-32 of the plan of
merger to each owner of the subsidiary who did not waive
47-33 the requirement of
mailing.]
47-34 5. Articles of merger under this section may
not contain amendments
47-35 to the constituent documents of the surviving entity [.] except that the
47-36 name of the surviving entity
may be changed.
47-37 6. The articles of
incorporation of a domestic corporation, the
47-38 articles of organization of
a domestic limited-liability company, the
47-39 certificate of limited
partnership of a domestic limited partnership or the
47-40 certificate of trust of a
domestic business trust may forbid that entity
47-41 from entering into a merger
pursuant to this section.
47-42 Sec. 95. NRS
92A.200 is hereby amended to read as follows:
47-43 92A.200 After a plan of merger or exchange is
approved as required
47-44 by this chapter, the surviving or acquiring entity
shall deliver to the
47-45 secretary of state for filing articles of merger or
exchange setting forth:
47-46 1. The name and jurisdiction of organization of
each constituent entity;
47-47 2. That a plan of merger or exchange has been
adopted by each
47-48 constituent entity;
48-1 3. If approval of the owners of one or more
constituent entities was not
48-2 required, a statement to that effect and the name of
each entity;
48-3 4. If approval of owners of one or more
constituent entities was
48-4 required, the name of each entity and a statement
for each entity that:
48-5 (a) The plan
was approved by the [unanimous] required
consent of the
48-6 owners; or
48-7 (b) A plan
was submitted to the owners pursuant to this chapter
48-8 including:
48-9 (1) The
designation, percentage of total vote or number of votes
48-10 entitled to be cast by each class of owner’s
interests entitled to vote
48-11 separately on the plan; and
48-12 (2) Either
the total number of votes or percentage of owner’s interests
48-13 cast for and against the plan by the owners of each
class of interests
48-14 entitled to vote separately on the plan or the total
number of undisputed
48-15 votes or undisputed total percentage of owner’s
interests cast for the plan
48-16 separately by the owners of each class,
48-17
and the number of votes or percentage of
owner’s interests cast for the plan
48-18 by the owners of each class of interests was
sufficient for approval by the
48-19 owners of that class;
48-20 5. In the case of a merger, the amendment , if any, to the articles of
48-21 incorporation, articles of organization, certificate
of limited partnership or
48-22 certificate of trust of the surviving entity [; and] , which amendment may
48-23 be set forth in the articles
of merger as a specific amendment or in the
48-24 form of:
48-25 (a) Amended and restated articles of incorporation;
48-26 (b) Amended and restated articles of organization;
48-27 (c) An amended and restated certificate of limited partnership; or
48-28 (d) An amended and restated certificate of trust,
48-29 or attached in that form as
an exhibit; and
48-30 6. If the entire plan of merger or exchange is
not set forth, a statement
48-31 that the complete executed plan of merger or plan of
exchange is on file at
48-32 the registered office if a corporation,
limited-liability company or business
48-33 trust, or office described in paragraph (a) of
subsection 1 of NRS 88.330 if
48-34 a limited partnership, or other place of business of
the surviving entity or
48-35 the acquiring entity, respectively.
48-36 7. Any of the terms of the
plan of merger, conversion or exchange
48-37 may be made dependent upon
facts ascertainable outside of the plan of
48-38 merger, conversion or
exchange, provided that the plan of merger,
48-39 conversion or exchange
clearly and expressly sets forth the manner in
48-40 which such facts shall
operate upon the terms of the plan. As used in this
48-41 subsection, the term “facts”
includes, without limitation, the occurrence
48-42 of an event, including a
determination or action by a person or body,
48-43 including a constituent
entity.
48-44 Sec. 96. NRS
92A.210 is hereby amended to read as follows:
48-45 92A.210 [The]
48-46 1. Except as otherwise
provided in this section, the fee for filing
48-47 articles of merger, articles of
conversion, articles of exchange , articles of
48-48 domestication or articles of termination
is $125. The fee for filing the
48-49 constituent documents of a
domestic resulting entity is the fee for filing
49-1 the constituent documents
determined by the chapter of NRS governing
49-2 the particular domestic
resulting entity.
49-3 2. The fee for filing
articles of merger of two or more domestic
49-4 corporations is the
difference between the fee computed at the rates
49-5 specified in NRS 78.760 upon
the aggregate authorized stock of the
49-6 corporation created by the
merger and the fee computed upon the
49-7 aggregate amount of the
total authorized stock of the constituent
49-8 corporation.
49-9 3. The fee for filing
articles of merger of one or more domestic
49-10 corporations with one or
more foreign corporations is the difference
49-11 between the fee computed at
the rates specified in NRS 78.760 upon the
49-12 aggregate authorized stock
of the corporation created by the merger and
49-13 the fee computed upon the
aggregate amount of the total authorized
49-14 stock of the constituent
corporations which have paid the fees required
49-15 by NRS 78.760 and 80.050.
49-16 4. The fee for filing
articles of merger of two or more domestic or
49-17 foreign corporations must
not be less than $125. The amount paid
49-18 pursuant to subsection 3
must not exceed $25,000.
49-19 Sec. 97. NRS
92A.220 is hereby amended to read as follows:
49-20 92A.220 If the entire plan of merger , conversion or exchange is not
49-21 set forth [,] in the articles of merger, conversion or exchange, a copy
of
49-22 the plan of merger , conversion
or exchange must be furnished by the
49-23 surviving , [or]
acquiring or resulting entity, on request and
without cost,
49-24 to any owner of any entity which is a party to the
merger , conversion or
49-25 exchange.
49-26 Sec. 98. NRS
92A.230 is hereby amended to read as follows:
49-27 92A.230 1. Articles
of merger , conversion or exchange must be
49-28 signed by each domestic constituent entity as
follows:
49-29 (a) By [the president or a vice president] an officer of a domestic
49-30 corporation, whether or not for profit;
49-31 (b) By all the
general partners of a domestic limited partnership;
49-32 (c) By a
manager of a domestic limited-liability company with
49-33 managers or by all the members of a domestic
limited-liability company
49-34 without managers; and
49-35 (d) By a
trustee of a domestic business trust.
49-36 2. [If the
domestic entity is a corporation, the articles must also be
49-37 signed by the
secretary or an assistant secretary.
49-38 3.] Articles of merger , conversion or exchange must be signed by each
49-39 foreign constituent entity in the manner provided by
the law governing it.
49-40 [4.] 3. As used in this
section, “signed” means to have executed or
49-41 adopted a name, word or mark, including, without
limitation, a digital
49-42 signature as defined in NRS 720.060, with the
present intention to
49-43 authenticate a document.
49-44 Sec. 99. NRS
92A.240 is hereby amended to read as follows:
49-45 92A.240 1. A
merger , conversion or exchange takes effect upon
49-46 filing the articles of merger ,
conversion or exchange or upon a later date
49-47 as specified in the articles, which must not be more
than 90 days after the
49-48 articles are filed.
50-1 2. If the filed articles of merger , conversion or exchange specify such
50-2 a later effective date, the constituent entity or entities may file articles of
50-3 termination before the effective date, setting
forth:
50-4 (a) The name
of each constituent entity [;]
and , for a conversion, the
50-5 resulting entity; and
50-6 (b) That the
merger , conversion or exchange has been terminated
50-7 pursuant to the plan of merger ,
conversion or exchange.
50-8 3. The articles of termination must be executed
in the manner provided
50-9 in NRS 92A.230.
50-10 Sec. 100. NRS
92A.250 is hereby amended to read as follows:
50-11 92A.250 1. When
a merger takes effect:
50-12 (a) Every
other entity that is a constituent entity merges into the
50-13 surviving entity and the separate existence of every
entity except the
50-14 surviving entity ceases;
50-15 (b) The title
to all real estate and other property owned by each merging
50-16 constituent entity is vested in the surviving entity
without reversion or
50-17 impairment;
50-18 (c) The
surviving entity has all of the liabilities of each other constituent
50-19 entity;
50-20 (d) A
proceeding pending against any constituent entity may be
50-21 continued as if the merger had not occurred or the
surviving entity may be
50-22 substituted in the proceeding for the entity whose
existence has ceased;
50-23 (e) The
articles of incorporation, articles of organization, certificate of
50-24 limited partnership or certificate of trust of the
surviving entity are
50-25 amended to the extent provided in the plan of
merger; and
50-26 (f) The
owner’s interests of each constituent entity that are to be
50-27 converted into owner’s interests, obligations or
other securities of the
50-28 surviving or any other entity or into cash or other
property are converted,
50-29 and the former holders of the owner’s interests are
entitled only to the
50-30 rights provided in the articles of merger or any
created pursuant to NRS
50-31 92A.300 to 92A.500, inclusive.
50-32 2. When an exchange takes effect, the owner’s
interests of each
50-33 acquired entity are exchanged as provided in the
plan, and the former
50-34 holders of the owner’s interests are entitled only
to the rights provided in
50-35 the articles of exchange or any rights created
pursuant to NRS 92A.300 to
50-36 92A.500, inclusive.
50-37 3. When a conversion takes
effect:
50-38 (a) The constituent entity is converted into the resulting entity
and is
50-39 subject to the law of the
jurisdiction of the resulting entity;
50-40 (b) The conversion is a continuation of the existence of the
50-41 constituent entity;
50-42 (c) The title to all real estate and other property owned by the
50-43 constituent entity is vested
in the resulting entity without reversion or
50-44 impairment;
50-45 (d) The resulting entity has all the liabilities of the constituent
entity;
50-46 (e) A proceeding pending against the constituent entity may be
50-47 continued as if the
conversion had not occurred or the resulting entity
50-48 may be substituted in the
proceeding for the constituent entity;
51-1 (f) The owner’s interests of the constituent entity that are to be
51-2 converted into the owner’s
interests of the resulting entity are converted;
51-3 (g) An owner of the resulting entity remains liable for all the
51-4 obligations of the constituent
entity to the extent the owner was
51-5 personally liable before the
conversion; and
51-6 (h) The domestic constituent entity is not required to wind up its
51-7 affairs, pay its
liabilities, distribute its assets or dissolve, and the
51-8 conversion is not deemed a
dissolution of the domestic constituent entity.
51-9 Sec. 101. NRS
92A.260 is hereby amended to read as follows:
51-10 92A.260 An owner that is not personally liable for
the debts, liabilities
51-11 or obligations of the entity pursuant to the laws
and constituent documents
51-12 under which the entity was organized does not become personally liable for
51-13 the debts, liabilities or obligations of the
surviving entity or entities of the
51-14 merger or exchange or the
resulting entity of the conversion unless the
51-15 owner consents to becoming personally liable by
action taken in
51-16 connection with the plan of merger , conversion or exchange.
51-17 Sec. 102. NRS
92A.380 is hereby amended to read as follows:
51-18 92A.380 1. Except
as otherwise provided in NRS 92A.370 and
51-19 92A.390, a stockholder is entitled to dissent from,
and obtain payment of
51-20 the fair value of his shares in the event of any of
the following corporate
51-21 actions:
51-22 (a) Consummation
of a plan of merger to which the domestic
51-23 corporation is a [party:] constituent entity:
51-24 (1) If
approval by the stockholders is required for the merger by NRS
51-25 92A.120 to 92A.160, inclusive, or the articles of
incorporation [and he] ,
51-26 regardless of whether the
stockholder is entitled to
vote on the plan of
51-27 merger; or
51-28 (2) If the
domestic corporation is a subsidiary and is merged with its
51-29 parent [under] pursuant
to NRS 92A.180.
51-30 (b) Consummation
of a plan of exchange to which the domestic
51-31 corporation is a [party]
constituent entity as the corporation whose subject
51-32 owner’s interests will be acquired, if [he is entitled to vote on the plan.] his
51-33 shares are to be acquired in
the plan of exchange.
51-34 (c) Any
corporate action taken pursuant to a vote of the stockholders to
51-35 the event that the articles of incorporation, bylaws
or a resolution of the
51-36 board of directors provides that voting or nonvoting
stockholders are
51-37 entitled to dissent and obtain payment for their
shares.
51-38 2. A stockholder who is entitled to dissent and
obtain payment [under]
51-39 pursuant to NRS 92A.300 to 92A.500,
inclusive, may not challenge the
51-40 corporate action creating his entitlement unless the
action is unlawful or
51-41 fraudulent with respect to him or the domestic
corporation.
51-42 Sec. 103. NRS
78.295, 86.021 and 86.551 are hereby repealed.
52-1 TEXT OF
REPEALED SECTIONS
52-2 78.295 Liability of directors for declaration of
distributions. A
52-3 director is
fully protected in relying in good faith upon the books of
52-4 account of
the corporation or statements prepared by any of its officials as
52-5 to the value
and amount of the assets, liabilities or net profits of the
52-6 corporation,
or any other facts pertinent to the existence and amount of
52-7 money from
which distributions may properly be declared.
52-8 86.021
“Articles of organization” defined. “Articles of
52-9 organization” means the articles of organization filed with the
secretary of
52-10 state for
the purpose of forming a limited-liability company pursuant to
52-11 this
chapter.
52-12 86.551 Registration of foreign limited-liability
company. A
52-13 foreign
limited-liability company may register with the secretary of state
52-14 by complying
with the provisions of NRS 88.570 to 88.605, inclusive,
52-15 which
provide for registration of foreign limited partnerships, except that:
52-16 1.
The provisions of subsection 7 of NRS
88.575 do not apply; and
52-17 2. Cancellation is accomplished by filing
articles of dissolution signed
52-18 by all
managers, if any, or by all members, if there are no managers.
~