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Nevada Corporation Statutes make starting and running a corporation easy. Sustaining a Corporation is streamlined.
| Title 7, CHAPTER 78 – PRIVATE CORPORATIONS | |
| General Provisions | |
| Definitions; construction. | 78.010 |
| Applicability of chapter; effect on corporations existing before April 1, 1925. | 78.015 |
| Limitations on incorporation under chapter; compliance with other laws. | 78.020 |
| Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter. | 78.025 |
| Form required for filing of records. | 78.026 |
| Corporate records: Microfilming; imaging; return. | 78.027 |
| Filing of records written in language other than English. | 78.028 |
| Procedure to submit replacement page to Secretary of State before actual filing of record. | 78.029 |
| Correction of inaccurate or defective record filed with Secretary of State. | 78.0295 |
| Corporate records: Manner of storage; conversion into clear and legible paper form; admissibility in evidence. | 78.0297 |
| Records or signatures maintained by corporation. | 78.0298 |
| Formation | |
| Filing requirements. | 78.030 |
| Articles of incorporation: Required provisions. | 78.035 |
| Articles of incorporation: Optional provisions. | 78.037 |
| Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations. | 78.039 |
| Name of corporation: Reservation; injunctive relief. | 78.040 |
| Articles of incorporation: Approval or certification required before filing of certain articles or amendments. | 78.045 |
| Commencement of corporate existence. | 78.050 |
| Acceptable evidence of incorporation. | 78.055 |
| Powers | |
| General powers. | 78.060 |
| Adoption and use of corporate seal or stamp. | 78.065 |
| Specific powers. | 78.070 |
| Railroad companies: Powers. | 78.075 |
| Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies. | 78.080 |
| Railroad companies: Filing and recording of certified maps and profiles. | 78.085 |
| Registered Office and Registered Agent | |
| Resident agent required; address of registered office; powers of bank or corporation who is resident agent; penalty for noncompliance; service upon resident agent in lieu of corporation. | 78.090 |
| Change of address of resident agent and registered office. | 78.095 |
| Resident agent: Resignation; designation of successor after death, resignation or removal from State. | 78.097 |
| Maintenance of records at registered office; inspection and copying of records; civil liability; penalties. | 78.105 |
| Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records. | 78.107 |
| Resident agent: Revocation of appointment; change of name. | 78.110 |
| Directors and Officers | |
| Board of directors: Number and qualifications. | 78.115 |
| Board of directors: General powers. | 78.120 |
| Committees of board of directors: Designation; powers; membership. | 78.125 |
| Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies. | 78.130 |
| Authority of directors and representatives of corporation. | 78.135 |
| Directors and officers: Exercise of powers; performance of duties; presumptions and considerations; liability to corporation and stockholders. | 78.138 |
| Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation. | 78.139 |
| Restrictions on transactions involving interested directors or officers; compensation of directors. | 78.140 |
| Annual List; Defaulting Corporations | |
| Filing requirements; fees; powers and duties of Secretary of State. | 78.150 |
| Additional filing requirements for certain corporations: Criteria; statement; fees. | 78.153 |
| Certificate of authorization to transact business. | 78.155 |
| Addresses of officers and directors required; failure to file. | 78.165 |
| Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty. | 78.170 |
| Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets. | 78.175 |
| Defaulting corporations: Conditions and procedure for reinstatement. | 78.180 |
| Defaulting corporations: Reinstatement under old or new name; regulations. | 78.185 |
| Stock and Other Securities; Distributions | |
| “Distribution” defined. | 78.191 |
| Issuance of more than one class or series of stock; rights of stockholders. | 78.195 |
| Establishment of matters regarding class or series of stock by resolution of board of directors. | 78.1955 |
| Required and authorized classes or series of stock; shares called for redemption. | 78.196 |
| Rights of persons holding obligations of corporation. | 78.197 |
| Rights or options to purchase stock. | 78.200 |
| Fractions of shares: Issuance; alternatives to issuance. | 78.205 |
| Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders. | 78.2055 |
| Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders. | 78.207 |
| Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation. | 78.209 |
| Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future. | 78.211 |
| Issuance of shares for consideration or as share dividend. | 78.215 |
| Subscriptions for corporate shares: Payment; default; irrevocability. | 78.220 |
| Stockholder’ s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement. | 78.225 |
| Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees. | 78.230 |
| Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement. | 78.235 |
| Shares of stock are personal property; transfers. | 78.240 |
| Restrictions on transfer of stock. | 78.242 |
| Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations. | 78.245 |
| Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply. | 78.250 |
| Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty. | 78.257 |
| Preemptive rights of stockholders in corporations organized before October 1, 1991. | 78.265 |
| Preemptive rights of stockholders in corporations organized on or after October 1, 1991. | 78.267 |
| Assessments on stock: Levy and collection; sale after default in payment. | 78.275 |
| Purchase by corporation of its own stock at assessment sale when no other available purchaser. | 78.280 |
| Treasury shares: Definition; limitations; retirement and disposal. | 78.283 |
| Distributions to stockholders. | 78.288 |
| Liability of directors for unlawful distributions. | 78.300 |
| “Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company. | 78.307 |
| Meetings, Elections, Voting and Notice | |
| Stockholders’ and directors’ meetings: Location; authority to call. | 78.310 |
| Directors’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method. | 78.315 |
| Stockholders’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method. | 78.320 |
| Actions at meetings not regularly called: Ratification and approval. | 78.325 |
| Directors: Election; terms; classification; voting power. | 78.330 |
| Directors: Removal; filling of vacancies. | 78.335 |
| Failure to hold election of directors on regular day does not dissolve corporation. | 78.340 |
| Election of directors by order of court upon failure of regular election. | 78.345 |
| Application by stockholder for order of court appointing custodian or receiver; authority of custodian. | 78.347 |
| Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting. | 78.350 |
| Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock. | 78.352 |
| Stockholders’ proxies. | 78.355 |
| Cumulative voting. | 78.360 |
| Voting trusts. | 78.365 |
| Notice to stockholders. | 78.370 |
| Waiver of notice. | 78.375 |
| Acquisition of Controlling Interest | |
| Applicability; imposition of stricter requirements; protection of corporation and its stockholders. | 78.378 |
| Definitions. | 78.3781 |
| “Acquiring person” defined. | 78.3782 |
| “Acquisition” defined. | 78.3783 |
| “Control shares” defined. | 78.3784 |
| “Controlling interest” defined. | 78.3785 |
| “Fair value” defined. | 78.3786 |
| “Interested stockholder” defined. | 78.3787 |
| “Issuing corporation” defined. | 78.3788 |
| Delivery of offeror’s statement by acquiring person; contents of statement. | 78.3789 |
| Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting. | 78.379 |
| Approval of voting rights of acquiring person. | 78.3791 |
| Redemption of control shares. | 78.3792 |
| Rights of dissenting stockholders. | 78.3793 |
| Amendment and Restatement of Articles of Incorporation | |
| Amendment of articles before issuance of voting stock. | 78.380 |
| Scope of amendments. | 78.385 |
| Amendment of articles after issuance of stock: Procedure. | 78.390 |
| Restatement of articles. | 78.403 |
| Combinations with Interested Stockholders | |
| Definitions. | 78.411 |
| “Affiliate” defined. | 78.412 |
| “Associate” defined. | 78.413 |
| “Beneficial owner” defined. | 78.414 |
| “Combination” defined. | 78.416 |
| “Common shares” defined. | 78.417 |
| “Control” “controlling,” “controlled by” and “under common control with” defined; presumption of control. | 78.418 |
| “Date of announcement” defined. | 78.421 |
| “Date of consummation” defined. | 78.422 |
| “Interested stockholder” defined. | 78.423 |
| “Market value” defined. | 78.424 |
| “Preferred shares” defined. | 78.426 |
| “Resident domestic corporation” defined. | 78.427 |
| “Securities Exchange Act” defined. | 78.428 |
| “Share defined. | 78.429 |
| “Subsidiary” defined. | 78.431 |
| “Voting shares” defined. | 78.432 |
| Applicability: Generally. | 78.433 |
| Applicability: Election not to be governed by provisions. | 78.434 |
| Applicability: Combination with inadvertent interested stockholder. | 78.436 |
| Applicability: Combination with interested stockholder as of certain date. | 78.437 |
| Combination prohibited within 3 years after stockholder becomes interested; exception; action on proposal. | 78.438 |
| Authorized combinations: General requirements. | 78.439 |
| Authorized combinations: Consideration to be received by disinterested holders of common shares. | 78.441 |
| Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares. | 78.442 |
| Authorized combinations: Required form and distribution of consideration. | 78.443 |
| Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder. | 78.444 |
| Sale of Assets; Dissolution and Winding Up | |
| Sale, lease or exchange of assets: Authority; vote of stockholders. | 78.565 |
| Sale of property and franchise under decree of court. | 78.570 |
| Procedure for dissolution before payment of capital and beginning of business. | 78.575 |
| Procedure for dissolution after issuance of stock or beginning of business. | 78.580 |
| Continuation of corporation after dissolution for winding up business; limitation on actions by or against dissolved corporation. | 78.585 |
| Trustees of dissolved corporation: Powers of directors. | 78.590 |
| Trustees of dissolved corporation: Authority to sue and be sued; joint and several responsibility. | 78.595 |
| Trustees or receivers for dissolved corporations: Appointment; powers. | 78.600 |
| Jurisdiction of district court. | 78.605 |
| Duties of trustees or receivers; payment and distribution to creditors and stockholders. | 78.610 |
| Abatement of pending actions; substitution of dissolution trustees or receivers. | 78.615 |
| Dissolution or forfeiture of charter by decree of court; filing. | 78.620 |
| Insolvency; Receivers and Trustees | |
| Reorganization under federal law: Powers of corporation. | 78.622 |
| Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing. | 78.630 |
| Appointment of receiver or trustee of insolvent corporation: Powers. | 78.635 |
| Property and privileges of insolvent corporation vest in appointed receiver. | 78.640 |
| Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter. | 78.645 |
| Stockholders’ application for injunction and appointment of receiver when corporation mismanaged. | 78.650 |
| Reorganization of corporation by majority of stockholders during receivership. | 78.655 |
| Powers of district court. | 78.660 |
| Receiver to take possession of corporate assets upon court order. | 78.665 |
| Inventory, list of debts and reports by receiver. | 78.670 |
| Creditors’ proofs of claims; when participation barred; notice. | 78.675 |
| Creditors’ claims to be in writing under oath; examination of claimants. | 78.680 |
| Action on creditors’ claims; appeal of disallowed claims. | 78.685 |
| Substitution of receiver as party; abatement of actions. | 78.695 |
| Sales of encumbered or deteriorating property. | 78.700 |
| Compensation, costs and expenses of receiver. | 78.705 |
| Distribution of money to creditors and stockholders. | 78.710 |
| Acts of majority of receivers effectual; removal and vacancies. | 78.715 |
| Employees’ liens for wages when corporation insolvent. | 78.720 |
| Reincorporation; Renewal and Revival of Charters | |
| Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter. | 78.725 |
| Renewal or revival: Procedure; fee; certificate as evidence. | 78.730 |
| Renewal or revival: Status of corporation. | 78.740 |
| Suits Against Corporations, Directors, Officers, Employees, Agents and Stockholders | |
| Action against stockholder for unpaid subscriptions; limitation of action. | 78.745 |
| Liability of stockholder, director or officer for debt or liability of corporation. | 78.747 |
| Service of process on corporations. | 78.750 |
| Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions. | 78.7502 |
| Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses. | 78.751 |
| Insurance and other financial arrangements against liability of directors, officers, employees and agents. | 78.752 |
| Secretary of State; Duties and Fees | |
| Duties: Collection of fees; employment of new technology to aid in performance. | 78.755 |
| Filing fees: Articles of incorporation. | 78.760 |
| Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal. | 78.765 |
| Filing fees: Certificates of restated articles of incorporation. | 78.767 |
| Filing fee: Certificate of dissolution. | 78.780 |
| Miscellaneous fees. | 78.785 |
| Miscellaneous Provisions | |
| Registration of natural person or corporation willing to serve as resident agent for corporation, limited-liability company or limited partnership. | 78.795 |
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