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OR USE THE OUTLINE BELOW TO LOCATE AND LINK TO A SPECIFIC STATUTE:
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GENERAL PROVISIONS
NRS 78.010 Definitions; construction.
NRS 78.015 Applicability of chapter; effect on corporations existing before April 1, 1925.
NRS 78.020 Limitations on incorporation under chapter; compliance with other laws.
NRS 78.025 Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter.
NRS 78.026 Form required for filing of records.
NRS 78.027 Corporate records: Microfilming; imaging; return.
NRS 78.028 Filing of records written in language other than English.
NRS 78.029 Procedure to submit replacement page to Secretary of State before actual filing of record.
NRS 78.0295 Correction of inaccurate or defective record filed with Secretary of State.
NRS 78.0297 Corporate records: Manner of storage; conversion into clear and legible paper form; admissibility in evidence.
NRS 78.0298 Records or signatures maintained by corporation.
FORMATION
NRS 78.030 Filing requirements.
NRS 78.035 Articles of incorporation: Required provisions.
NRS 78.037 Articles of incorporation: Optional provisions.
NRS 78.039 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.
NRS 78.040 Name of corporation: Reservation; injunctive relief.
NRS 78.045 Articles of incorporation: Approval or certification required before filing of certain articles or amendments.
NRS 78.050 Commencement of corporate existence.
NRS 78.055 Acceptable evidence of incorporation.
POWERS
NRS 78.060 General powers.
NRS 78.065 Adoption and use of corporate seal or stamp.
NRS 78.070 Specific powers.
NRS 78.075 Railroad companies: Powers.
NRS 78.080 Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.
NRS 78.085 Railroad companies: Filing and recording of certified maps and profiles.
REGISTERED OFFICE AND RESIDENT AGENT
NRS 78.090 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.
NRS 78.095 Change of address of resident agent and registered office.
NRS 78.097 Resident agent: Resignation; designation of successor after death, resignation or removal from State.
NRS 78.105 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties.
NRS 78.107 Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.
NRS 78.110 Resident agent: Revocation of appointment; change of name.
DIRECTORS AND OFFICERS
NRS 78.115 Board of directors: Number and qualifications.
NRS 78.120 Board of directors: General powers.
NRS 78.125 Committees of board of directors: Designation; powers; membership.
NRS 78.130 Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.
NRS 78.135 Authority of directors and representatives of corporation.
NRS 78.138 Directors and officers: Exercise of powers; performance of duties; presumptions and considerations; liability to corporation and stockholders.
NRS 78.139 Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.
NRS 78.140 Restrictions on transactions involving interested directors or officers; compensation of directors.
ANNUAL LIST; DEFAULTING CORPORATIONS
NRS 78.150 Filing requirements; fees; powers and duties of Secretary of State.
NRS 78.153 Additional filing requirements for certain corporations: Criteria; statement; fees.
NRS 78.155 Certificate of authorization to transact business.
NRS 78.165 Addresses of officers and directors required; failure to file.
NRS 78.170 Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.
NRS 78.175 Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.
NRS 78.180 Defaulting corporations: Conditions and procedure for reinstatement.
NRS 78.185 Defaulting corporations: Reinstatement under old or new name; regulations.
STOCK AND OTHER SECURITIES; DISTRIBUTIONS
NRS 78.191 “Distribution” defined.
NRS 78.195 Issuance of more than one class or series of stock; rights of stockholders.
NRS 78.1955 Establishment of matters regarding class or series of stock by resolution of board of directors.
NRS 78.196 Required and authorized classes or series of stock; shares called for redemption.
NRS 78.197 Rights of persons holding obligations of corporation.
NRS 78.200 Rights or options to purchase stock.
NRS 78.205 Fractions of shares: Issuance; alternatives to issuance.
NRS 78.2055 Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
NRS 78.207 Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
NRS 78.209 Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.
NRS 78.211 Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.
NRS 78.215 Issuance of shares for consideration or as share dividend.
NRS 78.220 Subscriptions for corporate shares: Payment; default; irrevocability.
NRS 78.225 Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement.
NRS 78.230 Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.
NRS 78.235 Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement.
NRS 78.240 Shares of stock are personal property; transfers.
NRS 78.242 Restrictions on transfer of stock.
NRS 78.245 Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations.
NRS 78.250 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.
NRS 78.257 Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty.
NRS 78.265 Preemptive rights of stockholders in corporations organized before October 1, 1991.
NRS 78.267 Preemptive rights of stockholders in corporations organized on or after October 1, 1991.
NRS 78.275 Assessments on stock: Levy and collection; sale after default in payment.
NRS 78.280 Purchase by corporation of its own stock at assessment sale when no other available purchaser.
NRS 78.283 Treasury shares: Definition; limitations; retirement and disposal.
NRS 78.288 Distributions to stockholders.
NRS 78.300 Liability of directors for unlawful distributions.
NRS 78.307 “Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company.
MEETINGS, ELECTIONS, VOTING AND NOTICE
NRS 78.310 Stockholders’ and directors’ meetings: Location; authority to call.
NRS 78.315 Directors’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.
NRS 78.320 Stockholders’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.
NRS 78.325 Actions at meetings not regularly called: Ratification and approval.
NRS 78.330 Directors: Election; terms; classification; voting power.
NRS 78.335 Directors: Removal; filling of vacancies.
NRS 78.340 Failure to hold election of directors on regular day does not dissolve corporation.
NRS 78.345 Election of directors by order of court upon failure of regular election.
NRS 78.347 Application by stockholder for order of court appointing custodian or receiver; authority of custodian.
NRS 78.350 Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.
NRS 78.352 Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.
NRS 78.355 Stockholders’ proxies.
NRS 78.360 Cumulative voting.
NRS 78.365 Voting trusts.
NRS 78.370 Notice to stockholders.
NRS 78.375 Waiver of notice.
ACQUISITION OF CONTROLLING INTEREST
NRS 78.378 Applicability; imposition of stricter requirements; protection of corporation and its stockholders.
NRS 78.3781 Definitions.
NRS 78.3782 “Acquiring person” defined.
NRS 78.3783 “Acquisition” defined.
NRS 78.3784 “Control shares” defined.
NRS 78.3785 “Controlling interest” defined.
NRS 78.3786 “Fair value” defined.
NRS 78.3787 “Interested stockholder” defined.
NRS 78.3788 “Issuing corporation” defined.
NRS 78.3789 Delivery of offeror’s statement by acquiring person; contents of statement.
NRS 78.379 Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.
NRS 78.3791 Approval of voting rights of acquiring person.
NRS 78.3792 Redemption of control shares.
NRS 78.3793 Rights of dissenting stockholders.
AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION
NRS 78.380 Amendment of articles before issuance of voting stock.
NRS 78.385 Scope of amendments.
NRS 78.390 Amendment of articles after issuance of stock: Procedure.
NRS 78.403 Restatement of articles.
COMBINATIONS WITH INTERESTED STOCKHOLDERS
NRS 78.411 Definitions.
NRS 78.412 “Affiliate” defined.
NRS 78.413 “Associate” defined.
NRS 78.414 “Beneficial owner” defined.
NRS 78.416 “Combination” defined.
NRS 78.417 “Common shares” defined.
NRS 78.418 “Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control.
NRS 78.419 “Date of acquiring shares” defined. [Repealed.]
NRS 78.421 “Date of announcement” defined.
NRS 78.422 “Date of consummation” defined.
NRS 78.423 “Interested stockholder” defined.
NRS 78.424 “Market value” defined.
NRS 78.426 “Preferred shares” defined.
NRS 78.427 “Resident domestic corporation” defined.
NRS 78.428 “Securities Exchange Act” defined.
NRS 78.429 “Share” defined.
NRS 78.431 “Subsidiary” defined.
NRS 78.432 “Voting shares” defined.
NRS 78.433 Applicability: Generally.
NRS 78.434 Applicability: Election not to be governed by provisions.
NRS 78.436 Applicability: Combination with inadvertent interested stockholder.
NRS 78.437 Applicability: Combination with interested stockholder as of certain date.
NRS 78.438 Combination prohibited within 3 years after stockholder becomes interested; exception; action on proposal.
NRS 78.439 Authorized combinations: General requirements.
NRS 78.441 Authorized combinations: Consideration to be received by disinterested holders of common shares.
NRS 78.442 Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares.
NRS 78.443 Authorized combinations: Required form and distribution of consideration.
NRS 78.444 Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder.
SALE OF ASSETS; DISSOLUTION AND WINDING UP
NRS 78.565 Sale, lease or exchange of assets: Authority; vote of stockholders.
NRS 78.570 Sale of property and franchise under decree of court.
NRS 78.575 Procedure for dissolution before payment of capital and beginning of business.
NRS 78.580 Procedure for dissolution after issuance of stock or beginning of business.
NRS 78.585 Continuation of corporation after dissolution for winding up business; limitation on actions by or against dissolved corporation.
NRS 78.590 Trustees of dissolved corporation: Powers of directors.
NRS 78.595 Trustees of dissolved corporation: Authority to sue and be sued; joint and several responsibility.
NRS 78.600 Trustees or receivers for dissolved corporations: Appointment; powers.
NRS 78.605 Jurisdiction of district court.
NRS 78.610 Duties of trustees or receivers; payment and distribution to creditors and stockholders.
NRS 78.615 Abatement of pending actions; substitution of dissolution trustees or receivers.
NRS 78.620 Dissolution or forfeiture of charter by decree of court; filing.
INSOLVENCY; RECEIVERS AND TRUSTEES
NRS 78.622 Reorganization under federal law: Powers of corporation.
NRS 78.630 Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.
NRS 78.635 Appointment of receiver or trustee of insolvent corporation: Powers.
NRS 78.640 Property and privileges of insolvent corporation vest in appointed receiver.
NRS 78.645 Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.
NRS 78.650 Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.
NRS 78.655 Reorganization of corporation by majority of stockholders during receivership.
NRS 78.660 Powers of district court.
NRS 78.665 Receiver to take possession of corporate assets upon court order.
NRS 78.670 Inventory, list of debts and reports by receiver.
NRS 78.675 Creditors’ proofs of claims; when participation barred; notice.
NRS 78.680 Creditors’ claims to be in writing under oath; examination of claimants.
NRS 78.685 Action on creditors’ claims; appeal of disallowed claims.
NRS 78.695 Substitution of receiver as party; abatement of actions.
NRS 78.700 Sales of encumbered or deteriorating property.
NRS 78.705 Compensation, costs and expenses of receiver.
NRS 78.710 Distribution of money to creditors and stockholders.
NRS 78.715 Acts of majority of receivers effectual; removal and vacancies.
NRS 78.720 Employees’ liens for wages when corporation insolvent.
REINCORPORATION; RENEWAL AND REVIVAL OF CHARTERS
NRS 78.725 Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.
NRS 78.730 Renewal or revival: Procedure; fee; certificate as evidence.
NRS 78.740 Renewal or revival: Status of corporation.
SUITS AGAINST CORPORATIONS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND STOCKHOLDERS
NRS 78.745 Action against stockholder for unpaid subscriptions; limitation of action.
NRS 78.747 Liability of stockholder, director or officer for debt or liability of corporation.
NRS 78.750 Service of process on corporations.
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
NRS 78.752 Insurance and other financial arrangements against liability of directors, officers, employees and agents.
SECRETARY OF STATE: DUTIES AND FEES
NRS 78.755 Duties: Collection of fees; employment of new technology to aid in performance.
NRS 78.760 Filing fees: Articles of incorporation.
NRS 78.765 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.
NRS 78.767 Filing fees: Certificates of restated articles of incorporation.
NRS 78.780 Filing fees: Certificates of extension and dissolution.
NRS 78.785 Miscellaneous fees.
MISCELLANEOUS PROVISIONS
NRS 78.795 Registration of natural person or corporation willing to serve as resident agent for corporation, limited-liability company or limited partnership.
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GENERAL PROVISIONS
NRS 78.010 Definitions; construction.
1. As used in this chapter:
(a) “Approval” and “vote” as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent.
(b) “Articles,” “articles of incorporation” and “certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.180, 78.185, 78.1955, 78.209, 78.380, 78.385, 78.390, 78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwise requires, these terms include restated articles and certificates of incorporation.
(c) “Directors” and “trustees” are synonymous terms.
(d) “Receiver” includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.
(e) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(f) “Registered office” means the office maintained at the street address of the resident agent.
(g) “Resident agent” means the agent appointed by the corporation upon whom process or a notice or demand authorized by law to be served upon the corporation may be served.
(h) “Sign” means to affix a signature to a record.
(i) “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.
(j) “Stockholder of record” means a person whose name appears on the stock ledger of the corporation.
(k) “Street address” of a resident agent means the actual physical location in this state at which a resident agent is available for service of process.
2. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter.
[Part 47:177:1925; NCL § 1646] + [83:177:1925; A 1931, 415; 1931 NCL § 1682]—(NRS A 1965, 216; 1977, 184; 1989, 871; 1991, 1207; 1993, 944; 1995, 2093; 1997, 695; 1999, 1576; 2001, 101, 1358, 2722, 3199; 2003, 48, 3077)
NRS 78.015 Applicability of chapter; effect on corporations existing before April 1, 1925.
1. The provisions of this chapter apply to:
(a) Corporations organized in this state on or after October 1, 1991, except:
(1) Where the provisions of chapters 80, 84 and 89 of NRS are inconsistent with the provisions of this chapter;
(2) Corporations expressly excluded by the provisions of this chapter; and
(3) Corporations governed by the provisions of NRS 81.170 to 81.540, inclusive, and chapter 82 of NRS.
(b) Corporations whose charters are renewed or revived in the manner provided in NRS 78.730.
(c) Corporations organized and still existing under this chapter before October 1, 1991, or any prior act or any amendment thereto.
(d) Close corporations, unless otherwise provided in chapter 78A of NRS.
(e) All insurance companies, mutual fire insurance companies, surety companies, express companies, railroad companies, and public utility companies now existing and formed before October 1, 1991, under any other act or law of this state, subject to any special provisions concerning any class of corporations inconsistent with the provisions of this chapter, in which case the special provisions continue to apply.
2. Neither the existence of corporations formed or existing before April 1, 1925, nor any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on April 1, 1925, are affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, nor by the amendment or repeal of any laws under which such prior existing corporations were formed or created.
[1:177:1925; A 1935, 146; 1937, 4; 1945, 196; 1943 NCL § 1600]—(NRS A 1989, 948; 1991, 1207; 1995, 2094)
NRS 78.020 Limitations on incorporation under chapter; compliance with other laws.
1. Insurance companies, mutual fire insurance companies, surety companies, express companies and railroad companies may be formed under this chapter, but such a corporation may not:
(a) Transact any such business within this state until it has first complied with all laws concerning or affecting the right to engage in such business.
(b) Infringe the laws of any other state or country in which it may intend to engage in business, by so incorporating under this chapter.
2. No trust company, savings and loan association, thrift company or corporation organized for the purpose of conducting a banking business may be organized under this chapter.
[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]—(NRS A 1975, 1; 1983, 117; 1997, 1014)
NRS 78.025 Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter.
This chapter may be amended or repealed at the pleasure of the Legislature, and every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all stockholders of such corporation shall be bound by such amendment; but such amendment or repeal shall not take away or impair any remedy against any corporation, or its officers, for any liability which shall have been previously incurred. This chapter, and all amendments thereof, shall be a part of the charter of every corporation, except so far as the same are inapplicable and inappropriate to the objects of the corporation.
[2:177:1925; NCL § 1601]
NRS 78.026 Form required for filing of records.
1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.
3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:
(a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the provisions of the record control in every other situation.
4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
(Added to NRS by 2003, 20th Special Session, 26)
NRS 78.027 Corporate records: Microfilming; imaging; return.
The Secretary of State may microfilm or image any record which is filed in his office with respect to a corporation pursuant to this chapter and may return the original record to the corporation.
(Added to NRS by 1977, 572; A 2003, 3077; 2003, 20th Special Session, 27)
NRS 78.028 Filing of records written in language other than English.
No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.
(Added to NRS by 1995, 1112; A 2003, 3077)
NRS 78.029 Procedure to submit replacement page to Secretary of State before actual filing of record.
Before the issuance of stock an incorporator, and after the issuance of stock an officer, of a corporation may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record.
(Added to NRS by 1997, 2807; A 1999, 1577; 2003, 3078)
NRS 78.0295 Correction of inaccurate or defective record filed with Secretary of State.
1. A corporation may correct a record filed in the Office of the Secretary of State with respect to the corporation if the record contains an inaccurate description of a corporate action or if the record was defectively signed, attested, sealed, verified or acknowledged.
2. To correct a record, the corporation must:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation;
(2) Describes the record, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the record in an accurate or corrected form; and
(5) Is signed by an officer of the corporation or, if no stock has been issued by the corporation, by the incorporator or a director of the corporation.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.
(Added to NRS by 1997, 693; A 2001, 1358, 3170, 3199; 2003, 3078; 2003, 20th Special Session, 27)
NRS 78.0297 Corporate records: Manner of storage; conversion into clear and legible paper form; admissibility in evidence.
1. Except as otherwise provided by federal or state law, any records maintained by a corporation in its regular course of business, including, without limitation, its stock ledger, books of account and minute books, may be kept on, by means of or be in the form of, any information processing system or other information storage device or medium.
2. A corporation shall convert within a reasonable time any records kept in the manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to inspect the records maintained by the corporation pursuant to any provision of this chapter.
3. A clear and legible paper form produced from records kept in the manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information provided that the paper form portrays the record accurately.
(Added to NRS by 2003, 3076)
NRS 78.0298 Records or signatures maintained by corporation.
1. No record or signature maintained by a corporation is required to be created, generated, sent, communicated, received, stored or otherwise processed or used by electronic means or in electronic form.
2. The corporation may refuse to accept or conduct any transaction or create, generate, send, communicate, receive, store or otherwise process, use or accept any record or signature by electronic means or in electronic form.
(Added to NRS by 2003, 3076)
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FORMATION
NRS 78.030 Filing requirements.
1. One or more persons may establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by:
(a) Signing and filing in the Office of the Secretary of State articles of incorporation; and
(b) Filing a certificate of acceptance of appointment, signed by the resident agent of the corporation, in the Office of the Secretary of State.
2. The articles of incorporation must be as provided in NRS 78.035, and the Secretary of State shall require them to be in the form prescribed. If any articles are defective in this respect, the Secretary of State shall return them for correction.
[3:177:1925; A 1931, 415; 1931 NCL § 1602]—(NRS A 1963, 70; 1979, 394; 1981, 1888; 1989, 948; 1991, 1208; 1995, 2095; 1999, 1577; 2003, 3078)
NRS 78.035 Articles of incorporation: Required provisions. The articles of incorporation must set forth:
1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.
2. The name of the person designated as the corporation’s resident agent, the street address of the resident agent where process may be served upon the corporation, and the mailing address of the resident agent if different from the street address.
3. The number of shares the corporation is authorized to issue and, if more than one class or series of stock is authorized, the classes, the series and the number of shares of each class or series which the corporation is authorized to issue, unless the articles authorize the board of directors to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78.195 and 78.196.
4. The names and addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors as provided in NRS 78.115.
5. The name and address, either residence or business, of each of the incorporators signing the articles of incorporation.
[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]—(NRS A 1957, 75; 1967, 769; 1981, 1888; 1985, 1785; 1987, 81, 574, 1054; 1991, 1208; 1993, 945; 1995, 2095; 1999, 1577; 2003, 3078; 2003, 20th Special Session, 27)
NRS 78.037 Articles of incorporation: Optional provisions.
The articles of incorporation may also contain any provision, not contrary to the laws of this state:
1. For the management of the business and for the conduct of the affairs of the corporation;
2. Creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, the officers or the stockholders, or any class of the stockholders, or the holders of bonds or other obligations of the corporation; or
3. Governing the distribution or division of the profits of the corporation.
(Added to NRS by 1987, 80; A 1991, 1210; 1993, 945; 2001, 3171)
NRS 78.039 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.
1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing the proposed name to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
2. For the purposes of this section and NRS 78.040, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.
3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.
(Added to NRS by 1975, 477; A 1987, 1056; 1991, 1210; 1993, 945; 1997, 2807; 1999, 1578)
NRS 78.040 Name of corporation: Reservation; injunctive relief.
1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 78.039, for the use of any proposed corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.
2. The use by any other artificial person of a name in violation of subsection 1 or NRS 78.039 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.
[4a:177:1925; added 1931, 415; 1931 NCL § 1603.01] + [4b:177:1925; added 1931, 415; 1931 NCL § 1603.02]—(NRS A 1963, 64; 1979, 395; 1981, 472; 1987, 1056; 1993, 946; 1999, 1578; 2003, 3079)
NRS 78.045 Articles of incorporation: Approval or certification required before filing of certain articles or amendments.
1. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this state which provides that the name of the corporation contains the word “bank” or “trust,” unless:
(a) It appears from the articles or the certificate of amendment that the corporation proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and
(b) The articles or certificate of amendment is first approved by the Commissioner of Financial Institutions.
2. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the provisions of this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the corporation is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions, unless the articles or certificate of amendment is approved by the Commissioner who will supervise the business of the corporation.
3. Except as otherwise provided in subsection 6, the Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this state if the name of the corporation contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:
(a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the corporation are licensed to practice engineering pursuant to the laws of this state; or
(b) The State Board of Professional Engineers and Land Surveyors certifies that the corporation is exempt from the prohibitions of NRS 625.520.
4. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this state which provides that the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the corporation:
(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the corporation is not engaged in the practice of accounting and is not offering to practice accounting in this state.
5. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to the laws of this state which provides that the name of the corporation contains the words “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:
(a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and
(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.
6. The provisions of subsection 3 do not apply to any corporation, whose securities are publicly traded and regulated by the Securities Exchange Act of 1934, which does not engage in the practice of professional engineering.
7. The Commissioner of Financial Institutions and the Commissioner of Insurance may approve or disapprove the articles or amendments referred to them pursuant to the provisions of this section.
[4.5:177:1925; added 1949, 520; 1943 NCL § 1603.1]—(NRS A 1977, 1056; 1979, 1102; 1983, 467, 1696; 1987, 1873; 1993, 128; 1995, 1112; 1997, 1058; 1999, 1706, 2441; 2001, 111; 2003, 20th Special Session, 28)
NRS 78.050 Commencement of corporate existence.
1. Upon the filing of the articles of incorporation and the certificate of acceptance pursuant to NRS 78.030, and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed. From the date the articles are filed, the corporation is a body corporate, b | | |
