Restatement of articles.
1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles as amended by filing with the Secretary of State a certificate which must set forth the articles as amended to the date of the certificate. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 82.346, 82.351 and 82.356, as applicable, and must be accompanied by:
(a) A resolution; or
(b) A form prescribed by the Secretary of State,
Ê setting forth which provisions of the articles of incorporation on file with the Secretary of State are being altered or amended.
2. If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and must state that he has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles as amended to the date of the certificate.
3. The following may be omitted from the restated articles:
(a) The names, addresses, signatures and acknowledgments of the incorporators;
(b) The names and addresses of the members of the past and present board of directors; and
(c) The name and address of the resident agent.
4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed after the restated articles and certified copies of all certificates supplementary to the original articles.
Last modified: February 26, 2006