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Nevada Revised Statutes - Business Associations - Securities - CommoditiesLegal Research Home > Nevada Lawyer > Business Associations; Securities; Commodities > Nevada Revised Statutes - Business Associations - Securities - Commodities Nevada Revised Statutes Section 78A.001 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 78A.004, 78A.006 and 78A.008 have the meaning ascribed to them in those ...
Nevada Revised Statutes Section 78A.004 “Record” defined. “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. ...
Nevada Revised Statutes Section 78A.006 “Sign” defined. “Sign” means to affix a signature to a record. ...
Nevada Revised Statutes Section 78A.008 “Signature” defined. “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 ...
Nevada Revised Statutes Section 78A.010 Applicability of chapter. The provisions of this chapter apply to all close corporations formed pursuant to NRS 78A.020. Unless otherwise provided by this chapter, the provisions of chapter 78 of ...
Nevada Revised Statutes Section 78A.013 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 ... Nevada Revised Statutes Section 78A.015 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 ...
Nevada Revised Statutes Section 78A.020 Filing requirements; required and optional provisions of articles of incorporation.
1. A close corporation must be formed in accordance with NRS 78.030 to 78.055, inclusive, subject to the following ... Nevada Revised Statutes Section 78A.030 Procedure for existing corporation to become close corporation.
1. Any corporation organized under chapter 78 of NRS may become a close corporation pursuant to this chapter by signing, filing ... Nevada Revised Statutes Section 78A.040 Notice required on share certificates; effect of notice and restrictions on transfer of shares; shareholders to be provided with copies of provisions restricting rights.
1. The following statement must ... Nevada Revised Statutes Section 78A.050 Transfer of shares prohibited; exceptions.
1. An interest in the shares of a close corporation may not be transferred, except to the extent permitted by the certificate of incorporation, ... Nevada Revised Statutes Section 78A.060 Effect of attempt to transfer shares in violation of prohibition.
1. An attempt to transfer shares in a close corporation in violation of a prohibition against such a transfer ... Nevada Revised Statutes Section 78A.070 Shareholders’ agreements: Authority to enter; effect; amendment.
1. All shareholders of a close corporation who are entitled to vote may agree in writing to regulate the exercise of the ... Nevada Revised Statutes Section 78A.080 Shareholders’ agreements: Validity. A written agreement among stockholders of a close corporation or any provision of the certificate of incorporation or of the bylaws of the corporation that relates to ...
Nevada Revised Statutes Section 78A.090 Operation without board of directors; elimination and reinstatement of board.
1. A close corporation may operate without a board of directors if the certificate of incorporation contains a statement ... Nevada Revised Statutes Section 78A.100 Annual meeting. A close corporation shall hold an annual meeting if one or more shareholders delivers a written notice to the corporation requesting a meeting. Upon receipt of a notice, ...
Nevada Revised Statutes Section 78A.110 Records signed, acknowledged or verified by person acting in more than one capacity. Notwithstanding any law to the contrary, a person who holds more than one office in a close ...
Nevada Revised Statutes Section 78A.120 Limitation on liability of shareholders. Personal liability may not be imposed upon shareholders of a close corporation solely as a result of the failure of the close corporation to observe ...
Nevada Revised Statutes Section 78A.130 Merger or share exchange; sale, lease or exchange of assets.
1. A plan of merger or share exchange that if effected would: (a) Terminate the close corporation status ... Nevada Revised Statutes Section 78A.140 Appointment of custodian, receiver or provisional director.
1. Upon application of a stockholder, the court may appoint one or more persons to be custodians and, if the corporation is ... Nevada Revised Statutes Section 78A.150 Provisional director: Requirements for appointment; qualifications, rights and powers; compensation.
1. Notwithstanding any contrary provision of the certificate of incorporation, the bylaws or an agreement of the stockholders, the ... Nevada Revised Statutes Section 78A.160 Option of stockholder to dissolve corporation: Inclusion in certificate of incorporation; exercise of option; notice on stock certificate.
1. The certificate of incorporation of any close corporation may include ... Nevada Revised Statutes Section 78A.170 Time of termination of status. A close corporation is subject to the provisions of this chapter until:
1. The corporation files with the Secretary of State a certificate of ... Nevada Revised Statutes Section 78A.180 Voluntary termination of status.
1. A corporation may voluntarily terminate its status as a close corporation, and cease to be subject to the provisions of this chapter, by amending ... Nevada Revised Statutes Section 78A.190 Involuntary termination of status; intervention by court.
1. The status of a corporation as a close corporation terminates if one or more of the provisions or conditions of this ... Nevada Revised Statutes Section 78A.200 Effect of termination of status.
1. A corporation that terminates its status as a close corporation is subject to the provisions of chapter 78 of NRS. 2. Termination ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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, ... Nevada Revised Statutes Section 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 ...
Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ...
Nevada Revised Statutes Section 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 ...
Nevada Revised Statutes Section 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 ...
Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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 ... Nevada Revised Statutes Section 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, ... Nevada Revised Statutes Section 78.055 Acceptable evidence of incorporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under his official seal, or, with respect ...
Nevada Revised Statutes Section 78.060 General powers.
1. Any corporation organized under the provisions of this chapter: (a) Has all the rights, privileges and powers conferred by this chapter. (b) Has such ... Nevada Revised Statutes Section 78.065 Adoption and use of corporate seal or stamp.
1. Every corporation, by virtue of its existence as such, shall have power to adopt and use a common seal or ... Nevada Revised Statutes Section 78.070 Specific powers. Subject to such limitations, if any, as may be contained in its articles of incorporation, every corporation has the following powers:
1. To borrow money and contract ... Nevada Revised Statutes Section 78.075 Railroad companies: Powers. In furtherance of and in addition to the powers which railroad companies organized under this chapter are entitled to exercise, but not in limitation of any of ...
Nevada Revised Statutes Section 78.080 Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.
1. The right-of-way is hereby given and granted to all railroad companies ... Nevada Revised Statutes Section 78.085 Railroad companies: Filing and recording of certified maps and profiles.
1. Every railroad company in this State shall, within 90 days after its road is finally located: (a) ... Nevada Revised Statutes Section 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.
1. Except ... Nevada Revised Statutes Section 78.095 Change of address of resident agent and registered office.
1. Within 30 days after changing the location of his office from one address to another in this State, a ... Nevada Revised Statutes Section 78.097 Resident agent: Resignation; designation of successor after death, resignation or removal from State.
1. A resident agent who desires to resign shall file with the Secretary of State a ... Nevada Revised Statutes Section 78.105 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties. 1. A corporation shall keep a copy of the following records at its registered office: Nevada Revised Statutes Section 78.107 Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.
1. An inspection authorized by NRS 78.105 ... Nevada Revised Statutes Section 78.110 Resident agent: Revocation of appointment; change of name.
1. If a corporation created pursuant to this chapter desires to change its resident agent, the change may be effected by ... Nevada Revised Statutes Section 78.115 Board of directors: Number and qualifications. The business of every corporation must be managed under the direction of a board of directors or trustees, all of whom must be natural ...
Nevada Revised Statutes Section 78.120 Board of directors: General powers.
1. Subject only to such limitations as may be provided by this chapter, or the articles of incorporation of the corporation, the board of ... Nevada Revised Statutes Section 78.125 Committees of board of directors: Designation; powers; membership.
1. Unless it is otherwise provided in the articles of incorporation, the board of directors may designate one or more committees ... Nevada Revised Statutes Section 78.130 Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.
1. Every corporation must have a president, a secretary and a treasurer. 2. Every corporation may ... Nevada Revised Statutes Section 78.135 Authority of directors and representatives of corporation.
1. The statement in the articles of incorporation of the objects, purposes, powers and authorized business of the corporation constitutes, as between ... Nevada Revised Statutes Section 78.138 Directors and officers: Exercise of powers; performance of duties; presumptions and considerations; liability to corporation and stockholders.
1. Directors and officers shall exercise their powers in good faith and ... Nevada Revised Statutes Section 78.139 Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.
1. Except as otherwise provided in subsection 2 or the articles ... Nevada Revised Statutes Section 78.140 Restrictions on transactions involving interested directors or officers; compensation of directors.
1. A contract or other transaction is not void or voidable solely because: (a) The contract or ... Nevada Revised Statutes Section 78.150 Filing requirements; fees; powers and duties of Secretary of State.
1. A corporation organized pursuant to the laws of this State shall, on or before the last day of ... Nevada Revised Statutes Section 78.153 Additional filing requirements for certain corporations: Criteria; statement; fees.
1. At the time of submitting any list required pursuant to NRS 78.150, a corporation that meets the criteria set ... Nevada Revised Statutes Section 78.155 Certificate of authorization to transact business. If a corporation has filed the initial or annual list in compliance with NRS 78.150 and has paid the appropriate fee for the filing, ...
Nevada Revised Statutes Section 78.165 Addresses of officers and directors required; failure to file.
1. Each list required to be filed under the provisions of NRS 78.150 to 78.185, inclusive, must, after the name ... Nevada Revised Statutes Section 78.170 Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.
1. Each corporation which is required to make a filing and pay the fee prescribed in NRS 78.150 ... Nevada Revised Statutes Section 78.175 Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.
1. The Secretary of State shall notify, by providing ... Nevada Revised Statutes Section 78.180 Defaulting corporations: Conditions and procedure for reinstatement.
1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a corporation which has forfeited or ... Nevada Revised Statutes Section 78.185 Defaulting corporations: Reinstatement under old or new name; regulations.
1. Except as otherwise provided in subsection 2, if a corporation applies to reinstate or revive its charter but its ... Nevada Revised Statutes Section 78.191 “Distribution” defined. As used in NRS 78.191 to 78.307, inclusive, unless the context otherwise requires, the word “distribution” means a direct or indirect transfer of money or other property other ...
Nevada Revised Statutes Section 78.195 Issuance of more than one class or series of stock; rights of stockholders.
1. If a corporation desires to have more than one class or series of stock, the ... Nevada Revised Statutes Section 78.1955 Establishment of matters regarding class or series of stock by resolution of board of directors.
1. If the voting powers, designations, preferences, limitations, restrictions and relative rights of any ... Nevada Revised Statutes Section 78.196 Required and authorized classes or series of stock; shares called for redemption.
1. Each corporation must have: (a) One or more classes or series of shares that together ... Nevada Revised Statutes Section 78.197 Rights of persons holding obligations of corporation. A corporation may provide in its articles of incorporation that the holder of a bond, debenture or other obligation of the corporation may ...
Nevada Revised Statutes Section 78.200 Rights or options to purchase stock.
1. A corporation may create and issue rights or options entitling the holders thereof to purchase from the corporation any shares of its ... Nevada Revised Statutes Section 78.205 Fractions of shares: Issuance; alternatives to issuance. 1. A corporation is not obligated to but may sign and deliver a certificate for or including a fraction of a share. Nevada Revised Statutes Section 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.
1. Unless otherwise provided in the ... Nevada Revised Statutes Section 78.207 Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
1. Unless otherwise provided in the articles of ... Nevada Revised Statutes Section 78.209 Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.
1. A change pursuant to NRS 78.207 ... Nevada Revised Statutes Section 78.211 Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.
1. The board of directors may authorize shares to be issued for ... Nevada Revised Statutes Section 78.215 Issuance of shares for consideration or as share dividend.
1. A corporation may issue and dispose of its authorized shares for such consideration as may be prescribed in the ... Nevada Revised Statutes Section 78.220 Subscriptions for corporate shares: Payment; default; irrevocability.
1. Subscriptions to the shares of a corporation, whether made before or after its organization, must be paid in full at such ... Nevada Revised Statutes Section 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. Unless otherwise provided in the articles of ...
Nevada Revised Statutes Section 78.230 Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.
1. No person holding shares in any corporation as collateral security shall be personally ... Nevada Revised Statutes Section 78.235 Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement.
1. Except as otherwise provided in subsection 4, every stockholder is entitled to have a certificate, signed by ... Nevada Revised Statutes Section 78.240 Shares of stock are personal property; transfers. The shares of stock in every corporation shall be personal property and shall be transferable on the books of the corporation, in such ...
Nevada Revised Statutes Section 78.242 Restrictions on transfer of stock.
1. Subject to the limitation imposed by NRS 104.8204, a written restriction on the transfer or registration of transfer of the stock of a ... Nevada Revised Statutes Section 78.245 Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations. No stocks, bonds or other securities issued by any corporation organized under this chapter, nor the ...
Nevada Revised Statutes Section 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.
1. When the articles ... Nevada Revised Statutes Section 78.257 Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty.
1. Any person who has been a stockholder of record of any corporation ... Nevada Revised Statutes Section 78.265 Preemptive rights of stockholders in corporations organized before October 1, 1991.
1. The provisions of this section apply to corporations organized in this State before October 1, 1991. ... Nevada Revised Statutes Section 78.267 Preemptive rights of stockholders in corporations organized on or after October 1, 1991.
1. The provisions of this section apply to corporations organized in this State on or after ... Nevada Revised Statutes Section 78.275 Assessments on stock: Levy and collection; sale after default in payment.
1. The directors may at such times and in such amount, as they may from time to time ... Nevada Revised Statutes Section 78.280 Purchase by corporation of its own stock at assessment sale when no other available purchaser.
1. Every corporation in this State may, whenever at any assessment sale of the ... Nevada Revised Statutes Section 78.283 Treasury shares: Definition; limitations; retirement and disposal.
1. As used in this section, “treasury shares” means shares of a corporation issued and thereafter acquired by the corporation or another ... Nevada Revised Statutes Section 78.288 Distributions to stockholders.
1. Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to ... Nevada Revised Statutes Section 78.300 Liability of directors for unlawful distributions.
1. The directors of a corporation shall not make distributions to stockholders except as provided by this chapter. 2. Except as otherwise ... Nevada Revised Statutes Section 78.307 “Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company.
1. As used in this section, unless the context requires otherwise: (a) “Investment company” ... Nevada Revised Statutes Section 78.315 Directors’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.
1. Unless the articles of incorporation or the bylaws provide for a greater or ... Nevada Revised Statutes Section 78.320 Stockholders’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.
1. Unless this chapter, the articles of incorporation or the bylaws provide for different ... Nevada Revised Statutes Section 78.325 Actions at meetings not regularly called: Ratification and approval.
1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees or stockholders, consent, either by: ... Nevada Revised Statutes Section 78.330 Directors: Election; terms; classification; voting power.
1. Unless elected pursuant to NRS 78.320, directors of every corporation must be elected at the annual meeting of the stockholders by a ... Nevada Revised Statutes Section 78.335 Directors: Removal; filling of vacancies.
1. Except as otherwise provided in this section, any director or one or more of the incumbent directors may be removed from office by ... Nevada Revised Statutes Section 78.340 Failure to hold election of directors on regular day does not dissolve corporation. If the directors shall not be elected on the day designated for the purpose, the corporation shall ...
Nevada Revised Statutes Section 78.345 Election of directors by order of court upon failure of regular election.
1. If any corporation fails to elect directors within 18 months after the last election of directors ... Nevada Revised Statutes Section 78.347 Application by stockholder for order of court appointing custodian or receiver; authority of custodian.
1. Any stockholder may apply to the district court to appoint one or more persons ... Nevada Revised Statutes Section 78.350 Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.
1. Unless otherwise provided in the articles of incorporation, or in the resolution ... Nevada Revised Statutes Section 78.352 Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.
1. A person holding stock in a fiduciary capacity is entitled to ... Nevada Revised Statutes Section 78.355 Stockholders’ proxies.
1. At any meeting of the stockholders of any corporation any stockholder may designate another person or persons to act as a proxy or proxies. If any ... Nevada Revised Statutes Section 78.360 Cumulative voting.
1. The articles of incorporation of any corporation may provide that at all elections of directors of the corporation each holder of stock possessing voting power is ... Nevada Revised Statutes Section 78.365 Voting trusts.
1. A stockholder, by agreement in writing, may transfer his stock to a voting trustee or trustees for the purpose of conferring the right to vote the ... Nevada Revised Statutes Section 78.370 Notice to stockholders.
1. If under the provisions of this chapter stockholders are required or authorized to take any action at a meeting, the notice of the meeting must ... Nevada Revised Statutes Section 78.375 Waiver of notice. Whenever any notice whatever is required to be given under the provisions of this chapter, a waiver thereof in a signed writing or by transmission of an ...
Nevada Revised Statutes Section 78.378 Applicability; imposition of stricter requirements; protection of corporation and its stockholders.
1. The provisions of NRS 78.378 to 78.3793, inclusive, apply to any acquisition of a controlling interest in ... Nevada Revised Statutes Section 78.3781 Definitions. As used in NRS 78.378 to 78.3793, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.3782 to 78.3788, inclusive, have the meanings ascribed to ...
Nevada Revised Statutes Section 78.3782 “Acquiring person” defined. “Acquiring person” means any person who, individually or in association with others, acquires or offers to acquire, directly or indirectly, a controlling interest in an issuing corporation. ...
Nevada Revised Statutes Section 78.3783 “Acquisition” defined.
1. Except as otherwise provided in subsection 2, “acquisition” means the direct or indirect acquisition of a controlling interest. 2. “Acquisition” does not include any acquisition ... Nevada Revised Statutes Section 78.3784 “Control shares” defined. “Control shares” means those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person:
1. ... Nevada Revised Statutes Section 78.3785 “Controlling interest” defined. “Controlling interest” means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of NRS 78.378 to 78.3793, inclusive, to enable the ...
Nevada Revised Statutes Section 78.3786 “Fair value” defined. “Fair value” means a value not less than the highest price per share paid by the acquiring person in an acquisition. ...
Nevada Revised Statutes Section 78.3787 “Interested stockholder” defined. “Interested stockholder” means a person who directly or indirectly exercises voting rights in the shares of an issuing corporation and who is: 1. An acquiring person; Nevada Revised Statutes Section 78.3788 “Issuing corporation” defined. “Issuing corporation” means a corporation which is organized in this State and which:
1. Has 200 or more stockholders of record, at least 100 of whom ... Nevada Revised Statutes Section 78.3789 Delivery of offeror’s statement by acquiring person; contents of statement. An acquiring person who has made or offered to make an acquisition of a controlling interest in an issuing corporation ...
Nevada Revised Statutes Section 78.379 Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.
1. An acquiring person and those acting in association with an acquiring person obtain only ... Nevada Revised Statutes Section 78.3791 Approval of voting rights of acquiring person. Except as otherwise provided by the articles of incorporation of the issuing corporation, a resolution of the stockholders granting voting rights to the ...
Nevada Revised Statutes Section 78.3792 Redemption of control shares.
1. If so provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition ... Nevada Revised Statutes Section 78.3793 Rights of dissenting stockholders. Unless otherwise provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a ...
Nevada Revised Statutes Section 78.380 Amendment of articles before issuance of voting stock.
1. At least two-thirds of the incorporators or of the board of directors of any corporation, if no voting stock of ... Nevada Revised Statutes Section 78.385 Scope of amendments.
1. Any corporation may amend its articles of incorporation in any of the following respects: (a) By addition to its corporate powers and purposes, or ... Nevada Revised Statutes Section 78.390 Amendment of articles after issuance of stock: Procedure.
1. Every amendment to the articles of incorporation must be made in the following manner: (a) The board of directors ... Nevada Revised Statutes Section 78.403 Restatement of articles.
1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with ... Nevada Revised Statutes Section 78.411 Definitions. As used in NRS 78.411 to 78.444, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.412 to 78.432, inclusive, have the meanings ascribed to ...
Nevada Revised Statutes Section 78.412 “Affiliate” defined. “Affiliate” means a person that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with, a specified person. ...
Nevada Revised Statutes Section 78.413 “Associate” defined. “Associate,” when used to indicate a relationship with any person, means:
1. Any corporation or organization of which that person is an officer or partner or is, ... Nevada Revised Statutes Section 78.414 “Beneficial owner” defined. “Beneficial owner,” when used with respect to any shares, means a person that:
1. Individually or with or through any of its affiliates or associates, beneficially ... Nevada Revised Statutes Section 78.416 “Combination” defined. “Combination,” when used in reference to any resident domestic corporation and any interested stockholder of the resident domestic corporation, means any of the following:
1. Any merger ... Nevada Revised Statutes Section 78.417 “Common shares” defined. “Common shares” means any shares other than preferred shares. ...
Nevada Revised Statutes Section 78.418 “Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control.
1. Except as otherwise provided in subsection 2: (a) “Control,” used alone or in the ... Nevada Revised Statutes Section 78.419 “Date of acquiring shares” defined. Repealed. (See chapter 485, Statutes of Nevada 2003, at page 3192.) ...
Nevada Revised Statutes Section 78.421 “Date of announcement” defined. “Date of announcement,” when used in reference to any combination, means the date of the first public announcement of the final, definitive proposal for the combination. ...
Nevada Revised Statutes Section 78.422 “Date of consummation” defined. “Date of consummation,” with respect to any combination, means the date of the consummation of the combination or, in the case of a combination as to ...
Nevada Revised Statutes Section 78.423 “Interested stockholder” defined.
1. “Interested stockholder,” when used in reference to any resident domestic corporation, means any person, other than the resident domestic corporation or any subsidiary of the ... Nevada Revised Statutes Section 78.424 “Market value” defined. “Market value,” when used in reference to the shares or property of any resident domestic corporation, means:
1. In the case of shares, the highest closing ... Nevada Revised Statutes Section 78.426 “Preferred shares” defined. “Preferred shares” means any class or series of shares of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation:
Nevada Revised Statutes Section 78.427 “Resident domestic corporation” defined.
1. “Resident domestic corporation” is limited to a domestic corporation that has 200 or more stockholders of record. 2. A resident domestic corporation does ... Nevada Revised Statutes Section 78.428 “Securities Exchange Act” defined. “Securities Exchange Act” means the Act of Congress known as the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78a et seq. ...
Nevada Revised Statutes Section 78.429 “Share” defined. “Share” means:
1. Any share or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting-trust certificate, or any certificate of deposit for ... Nevada Revised Statutes Section 78.431 “Subsidiary” defined. “Subsidiary” of any resident domestic corporation means any other corporation of which a majority of the outstanding voting shares whose votes are entitled to be cast are owned, ...
Nevada Revised Statutes Section 78.432 “Voting shares” defined. “Voting shares” means shares of stock of a corporation entitled to vote generally in the election of directors. ...
Nevada Revised Statutes Section 78.433 Applicability: Generally. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation:
1. Which does not, as of the date that the person ... Nevada Revised Statutes Section 78.434 Applicability: Election not to be governed by provisions. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation:
1. Whose original articles of ... Nevada Revised Statutes Section 78.436 Applicability: Combination with inadvertent interested stockholder. NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation with an interested stockholder of the resident domestic ...
Nevada Revised Statutes Section 78.437 Applicability: Combination with interested stockholder as of certain date. NRS 78.411 to 78.444, inclusive, do not apply to any combination with an interested stockholder who:
1. Was an interested ... Nevada Revised Statutes Section 78.438 Combination prohibited within 3 years after stockholder becomes interested; exception; action on proposal.
1. Except as otherwise provided in NRS 78.433 to 78.437, inclusive, a resident domestic corporation may ... Nevada Revised Statutes Section 78.439 Authorized combinations: General requirements. A resident domestic corporation may not engage in any combination with an interested stockholder of the resident domestic corporation after the expiration of 3 years after ...
Nevada Revised Statutes Section 78.441 Authorized combinations: Consideration to be received by disinterested holders of common shares. A combination engaged in with an interested stockholder of the resident domestic corporation more than 3 years after ...
Nevada Revised Statutes Section 78.442 Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares. A combination engaged in with an interested stockholder of the resident ...
Nevada Revised Statutes Section 78.443 Authorized combinations: Required form and distribution of consideration. The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the resident ...
Nevada Revised Statutes Section 78.444 Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder. A combination may be permissible if after the date that the person first became an interested stockholder ...
Nevada Revised Statutes Section 78.570 Sale of property and franchise under decree of court. Sales of the property and franchises of corporations that may be sold under a decree of court shall be made after ...
Nevada Revised Statutes Section 78.575 Procedure for dissolution before payment of capital and beginning of business. Before the payment of any part of the capital and before beginning the business for which the corporation was ...
Nevada Revised Statutes Section 78.580 Procedure for dissolution after issuance of stock or beginning of business.
1. If the board of directors of any corporation organized under this chapter, after the issuance of stock ... Nevada Revised Statutes Section 78.585 Continuation of corporation after dissolution for winding up business; limitation on actions by or against dissolved corporation. The dissolution of a corporation does not impair any remedy or cause of ...
Nevada Revised Statutes Section 78.590 Trustees of dissolved corporation: Powers of directors.
1. Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its ... Nevada Revised Statutes Section 78.595 Trustees of dissolved corporation: Authority to sue and be sued; joint and several responsibility. The persons constituted trustees as provided in NRS 78.590 shall have authority to sue for and ...
Nevada Revised Statutes Section 78.600 Trustees or receivers for dissolved corporations: Appointment; powers. When any corporation organized under this chapter shall be dissolved or cease to exist in any manner whatever, the district court, on ...
Nevada Revised Statutes Section 78.605 Jurisdiction of district court. The district court shall have jurisdiction of the application prescribed in NRS 78.600 and of all questions arising in the proceedings thereon, and may make such ...
Nevada Revised Statutes Section 78.610 Duties of trustees or receivers; payment and distribution to creditors and stockholders. The trustees or receivers, after payment of all allowances, expenses and costs, and the satisfaction of all special ...
Nevada Revised Statutes Section 78.615 Abatement of pending actions; substitution of dissolution trustees or receivers. If any corporation organized under this chapter becomes dissolved by the expiration of its charter or otherwise, before final judgment ...
Nevada Revised Statutes Section 78.620 Dissolution or forfeiture of charter by decree of court; filing. Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the district court, the decree or ...
Nevada Revised Statutes Section 78.622 Reorganization under federal law: Powers of corporation.
1. If a corporation is under reorganization in a federal court pursuant to Title 11 of U.S.C., it may take any action ... Nevada Revised Statutes Section 78.630 Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.
1. Whenever any corporation becomes insolvent or suspends its ordinary business for ... Nevada Revised Statutes Section 78.635 Appointment of receiver or trustee of insolvent corporation: Powers.
1. The district court, at the time of ordering the injunction, or at any time afterwards, may appoint a receiver ... Nevada Revised Statutes Section 78.640 Property and privileges of insolvent corporation vest in appointed receiver. All real and personal property of an insolvent corporation, wheresoever situated, and all its franchises, rights, privileges and effects shall, ...
Nevada Revised Statutes Section 78.645 Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.
1. Whenever a receiver shall have ... Nevada Revised Statutes Section 78.650 Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.
1. Any holder or holders of one-tenth of the issued and outstanding stock may apply to the district ... Nevada Revised Statutes Section 78.655 Reorganization of corporation by majority of stockholders during receivership. Whenever stockholders holding stock entitling them to exercise at least a majority of the voting power of the corporation shall have ...
Nevada Revised Statutes Section 78.660 Powers of district court.
1. The court shall have power to send for persons and papers and to examine any persons, including the creditors and claimants, and the president, ... Nevada Revised Statutes Section 78.665 Receiver to take possession of corporate assets upon court order. The receiver, upon order of the court, with the assistance of a peace officer, may break open, in the daytime, ...
Nevada Revised Statutes Section 78.670 Inventory, list of debts and reports by receiver. The receiver, as soon as convenient, shall lay before the district court a full and complete inventory of all the estate, property ...
Nevada Revised Statutes Section 78.675 Creditors’ proofs of claims; when participation barred; notice. All creditors shall present and make proof to the receiver of their respective claims against the corporation within 6 months from the ...
Nevada Revised Statutes Section 78.680 Creditors’ claims to be in writing under oath; examination of claimants. Every claim against any corporation for which a receiver has been appointed shall be presented to the receiver in ...
Nevada Revised Statutes Section 78.685 Action on creditors’ claims; appeal of disallowed claims.
1. The clerk of the district court, immediately upon the expiration of the time fixed for the filing of claims, shall ... Nevada Revised Statutes Section 78.695 Substitution of receiver as party; abatement of actions.
1. A receiver, upon application by him, shall be substituted as party plaintiff or complainant in the place and stead of ... Nevada Revised Statutes Section 78.700 Sales of encumbered or deteriorating property. Where property of an insolvent corporation is at the time of the appointment of a receiver encumbered with mortgages or other liens, the legality ...
Nevada Revised Statutes Section 78.705 Compensation, costs and expenses of receiver. Before distribution of the assets of an insolvent corporation among the creditors or stockholders, the district court shall allow a reasonable compensation to the ...
Nevada Revised Statutes Section 78.710 Distribution of money to creditors and stockholders. After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation ...
Nevada Revised Statutes Section 78.715 Acts of majority of receivers effectual; removal and vacancies.
1. Every matter and thing by this chapter required to be done by receivers or trustees shall be good and ... Nevada Revised Statutes Section 78.720 Employees’ liens for wages when corporation insolvent.
1. Whenever any corporation becomes insolvent or is dissolved in any way or for any cause, the employees doing labor or service, ... Nevada Revised Statutes Section 78.725 Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.
1. Any corporation organized and existing under the laws of this State on April 1, 1925, ... Nevada Revised Statutes Section 78.730 Renewal or revival: Procedure; fee; certificate as evidence.
1. Any corporation which did exist or is existing under the laws of this State may, upon complying with the provisions ... Nevada Revised Statutes Section 78.740 Renewal or revival: Status of corporation. Any corporation existing on or incorporated after April 1, 1925, desiring to renew or revive its corporate existence, upon complying with the provisions of ...
Nevada Revised Statutes Section 78.745 Action against stockholder for unpaid subscriptions; limitation of action. No action shall be brought by the corporation against any stockholder for any unpaid subscription unless within 2 years after the ...
Nevada Revised Statutes Section 78.747 Liability of stockholder, director or officer for debt or liability of corporation.
1. Except as otherwise provided by specific statute, no stockholder, director or officer of a corporation is ... Nevada Revised Statutes Section 78.750 Service of process on corporations.
1. In any action commenced against any corporation in any court of this State, service of process may be made in the manner provided ... Nevada Revised Statutes Section 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is threatened to ... Nevada Revised Statutes Section 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
1. Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or ... Nevada Revised Statutes Section 78.752 Insurance and other financial arrangements against liability of directors, officers, employees and agents.
1. A corporation may purchase and maintain insurance or make other financial arrangements on behalf of ... Nevada Revised Statutes Section 78.755 Duties: Collection of fees; employment of new technology to aid in performance.
1. The Secretary of State, for services relating to his official duties and the records of his ... Nevada Revised Statutes Section 78.760 Filing fees: Articles of incorporation.
1. The fee for filing articles of incorporation is prescribed in the following schedule: If the amount represented by the total number ... Nevada Revised Statutes Section 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.
1. The fee for ... Nevada Revised Statutes Section 78.767 Filing fees: Certificates of restated articles of incorporation.
1. The fee for filing a certificate of restated articles of incorporation that does not increase the corporation’s authorized stock is ... Nevada Revised Statutes Section 78.780 Filing fees: Certificates of extension and dissolution.
1. The fee for filing a certificate of extension of corporate existence of any corporation is an amount equal to one-fourth of ... Nevada Revised Statutes Section 78.785 Miscellaneous fees.
1. The fee for filing a certificate of change of location of a corporation’s registered office and resident agent, or a new designation of resident agent, is ... Nevada Revised Statutes Section 78.795 Registration of natural person or corporation willing to serve as resident agent for corporation, limited-liability company or limited partnership.
1. Any natural person or corporation residing or located in ... Nevada Revised Statutes Section 80.001 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 80.002 to 80.004, inclusive, have the meanings ascribed to them in those ...
Nevada Revised Statutes Section 80.002 “Record” defined. “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. ...
Nevada Revised Statutes Section 80.0025 “Sign” defined. “Sign” means to affix a signature to a record. ...
Nevada Revised Statutes Section 80.003 “Signature” defined. “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 ...
Nevada Revised Statutes Section 80.004 “Street address” defined. “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. ...
Nevada Revised Statutes Section 80.0045 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 ... Nevada Revised Statutes Section 80.005 Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in his office by a foreign corporation pursuant to this chapter and ...
Nevada Revised Statutes Section 80.006 Procedure to submit replacement page to Secretary of State before actual filing of record. Before the issuance of stock, an incorporator or, after the issuance of stock, an officer of ...
Nevada Revised Statutes Section 80.007 Correction of inaccurate or defective record filed with Secretary of State.
1. A foreign corporation may correct a record filed in the Office of the Secretary of State if ... Nevada Revised Statutes Section 80.010 Filing requirements; distinguishable name of corporation required; availability of name of revoked, merged or otherwise terminated corporation; limitations; regulations.
1. Before commencing or doing any business in this State, ... Nevada Revised Statutes Section 80.012 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 ... Nevada Revised Statutes Section 80.015 Activities not constituting transaction of business.
1. For the purposes of this chapter, the following activities do not constitute doing business in this State: (a) Maintaining, defending or ... Nevada Revised Statutes Section 80.016 Determination of whether solicitation is made or accepted. For the purposes of NRS 80.015:
1. A solicitation of a deposit is made in this State, whether or not either ... Nevada Revised Statutes Section 80.025 Modification of corporate name to qualify to transact business: Requirements; procedure.
1. If a foreign corporation cannot qualify to do business in this State because its name does not ... Nevada Revised Statutes Section 80.030 Filing of amendatory records after qualification.
1. Each foreign corporation admitted to do business in this State shall, within 90 days after the filing of any record amendatory or ... Nevada Revised Statutes Section 80.040 Required records in foreign language must be accompanied by English translations. If the papers required by NRS 80.010 and 80.030 to be filed in this State are of record in ...
Nevada Revised Statutes Section 80.050 Fees.
1. Except as otherwise provided in subsection 3, foreign corporations shall pay the same fees to the Secretary of State as are required to be paid by corporations ... Nevada Revised Statutes Section 80.055 Penalties for failure to comply with requirements for qualification; enforcement.
1. Every corporation which fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive: ... Nevada Revised Statutes Section 80.060 Requirement. Every foreign corporation owning property or doing business in this State shall appoint and keep in this State a resident agent as provided in NRS 14.020. ...
Nevada Revised Statutes Section 80.070 Revocation of appointment; change of name; resignation; designation of successor after death, resignation or removal from State.
1. A foreign corporation may change its resident agent by filing with ... Nevada Revised Statutes Section 80.080 Service of process on corporations. Service of process on a foreign corporation owning property or doing business in this State shall be made in the manner provided in NRS 14.020 ...
Nevada Revised Statutes Section 80.090 Statute of limitations. If a foreign corporation doing business in this State maintains and keeps in the State a resident agent as provided by NRS 80.060 and files or has ...
Nevada Revised Statutes Section 80.095 Suspension of statute of limitations for failure to comply. The benefit of NRS 80.090 shall be suspended during any period or periods when the corporation is in default in complying ...
Nevada Revised Statutes Section 80.100 Authority of directors and representatives: Contracts and conveyances. The provisions of NRS 78.135 apply to contracts and conveyances made by foreign corporations in this State and to all conveyances by ...
Nevada Revised Statutes Section 80.110 Filing requirements; fees; powers and duties of Secretary of State.
1. Each foreign corporation doing business in this State shall, on or before the last day of the first ... Nevada Revised Statutes Section 80.115 Additional filing requirements for certain corporations: Criteria; statement; fees.
1. At the time of submitting any list required pursuant to NRS 80.110, a corporation that meets the criteria set ... Nevada Revised Statutes Section 80.120 Certificate of authorization to transact business. If a corporation has filed the initial or annual list in compliance with NRS 80.110 and has paid the appropriate fee for the filing, ...
Nevada Revised Statutes Section 80.140 Addresses of officers and directors required; failure to file.
1. Each list required to be filed under the provisions of NRS 80.110 to 80.175, inclusive, must, after the name ... Nevada Revised Statutes Section 80.150 Defaulting corporations: Identification; forfeiture of right to transact business; penalty.
1. Any corporation which is required to make a filing and pay the fee prescribed in NRS 80.110 to ... Nevada Revised Statutes Section 80.160 Defaulting corporations: Duties of Secretary of State.
1. The Secretary of State shall notify, by providing written notice to its resident agent, each corporation deemed in default pursuant to ... Nevada Revised Statutes Section 80.170 Defaulting corporations: Conditions and procedure for reinstatement.
1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a corporation which has forfeited or ... Nevada Revised Statutes Section 80.175 Defaulting corporations: Reinstatement under old or new name; regulations.
1. Except as otherwise provided in subsection 2, if a foreign corporation applies to reinstate its charter but its name ... Nevada Revised Statutes Section 80.190 Publication of annual statement: Requirements; penalty.
1. Except as otherwise provided in subsection 2, each foreign corporation doing business in this State shall, not later than the month of ... Nevada Revised Statutes Section 80.200 Surrender of right to transact intrastate business.
1. Any foreign corporation qualified to do business in this State under the provisions of this chapter may withdraw therefrom and surrender ... Nevada Revised Statutes Section 80.210 Penalties for failure to comply with requirements for qualification; enforcement. [Replaced in revision by NRS 80.055.] ...
Nevada Revised Statutes Section 80.220 Suspension of statute of limitations for failure to comply. [Replaced in revision by NRS 80.095.]
... Nevada Revised Statutes Section 80.280 License required for corporation to render professional service. A foreign corporation organized to render a professional service may not render that service in this State unless the person rendering it ...
Nevada Revised Statutes Section 81.001 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 81.0012 to 81.0025, inclusive, have the meanings ascribed to them in those ...
Nevada Revised Statutes Section 81.0012 “Record” defined. “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. ...
Nevada Revised Statutes Section 81.0014 “Sign” defined. “Sign” means to affix a signature to a record. ...
Nevada Revised Statutes Section 81.0015 “Signature” defined. “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 ...
Nevada Revised Statutes Section 81.0025 “Street address” defined. “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. ...
Nevada Revised Statutes Section 81.0027 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 ... Nevada Revised Statutes Section 81.003 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 ...
Nevada Revised Statutes Section 81.006 Correction of inaccurate or defective record filed with Secretary of State.
1. A nonprofit cooperative corporation, a cooperative association, a charitable organization or any other entity formed under the ... Nevada Revised Statutes Section 81.010 Formation; applicable law; revival of certain expired corporations.
1. Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed ... Nevada Revised Statutes Section 81.020 Capital stock; purpose; voting power of members; meetings; dividends; dealing in products of nonmembers.
1. The corporation may or may not have capital stock, and its business must be ... Nevada Revised Statutes Section 81.030 Memberships: Certificates; transfer and assignment.
1. Any person or any number of persons, including and in addition to the original incorporators, may become members of the corporation upon such ... Nevada Revised Statutes Section 81.040 Articles of incorporation: Required provisions. Each corporation formed under NRS 81.010 to 81.160, inclusive, must prepare and file articles of incorporation in writing, setting forth:
1. The name of ... Nevada Revised Statutes Section 81.050 Articles of incorporation: Optional provisions. In addition to the requirements of NRS 81.040, the articles of incorporation of any association incorporated under NRS 81.010 to 81.160, inclusive, may contain any ...
Nevada Revised Statutes Section 81.060 Articles of incorporation: Filing requirements; acceptable evidence of incorporation.
1. The articles of incorporation must be: (a) Signed by three or more of the original members, a majority ... Nevada Revised Statutes Section 81.070 Amendment of articles of incorporation. Any such corporation may amend its articles of incorporation in any manner not inconsistent with the provisions of NRS 81.010 to 81.160, inclusive, in the ...
Nevada Revised Statutes Section 81.080 Bylaws: Adoption; amendment; effectiveness.
1. Each corporation incorporated under NRS 81.010 to 81.160, inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for ... Nevada Revised Statutes Section 81.090 Bylaws: Optional provisions. Each corporation organized under NRS 81.010 to 81.160, inclusive, may also, by its bylaws, provide for the following matters:
1. The number of directors, not less ... Nevada Revised Statutes Section 81.100 Bylaws: Provisions for unequal property rights. If the bylaws shall provide for unequal property rights of the several members, the provisions of NRS 81.010 to 81.160, inclusive, with reference to ...
Nevada Revised Statutes Section 81.110 General powers. A corporation incorporated pursuant to NRS 81.010 to 81.160, inclusive, may:
1. Appoint such agents and officers as its business may require, and the appointed agents may ... Nevada Revised Statutes Section 81.120 Marketing contracts: Powers of corporation; title to property.
1. Each corporation shall have the power to enter into all contracts deemed advisable with members or others requiring them to ... Nevada Revised Statutes Section 81.130 Consolidation of cooperative corporations: Procedure; powers.
1. Upon written assent of two-thirds of all the members or by a vote of members representing two-thirds of the total votes of ... Nevada Revised Statutes Section 81.150 Right of corporation to do business: Quo warranto proceedings. The right of a corporation, claiming to be organized and incorporated and carrying on its business under NRS 81.010 to 81.160, ...
Nevada Revised Statutes Section 81.160 Applicability of NRS 81.010 to 81.160, inclusive. The provisions of NRS 81.010 to 81.160, inclusive, are not applicable to railroads, telegraph, telephone, banking, insurance, building and loan, or ...
Nevada Revised Statutes Section 81.170 “Lawful business” defined; construction of NRS 81.170 to 81.270, inclusive.
1. NRS 81.170 to 81.270, inclusive, being passed to promote association for mutual welfare, the words “lawful business” extend ... Nevada Revised Statutes Section 81.175 Applicable law.
1. Except as otherwise provided in subsection 2, the provisions of chapter 82 of NRS govern a cooperative association organized pursuant to NRS 81.170 to 81.270, inclusive, ... Nevada Revised Statutes Section 81.180 Formation of cooperative association: No capital stock; issuance of membership certificates.
1. It shall be lawful for five or more persons to form a cooperative association for the purpose ... Nevada Revised Statutes Section 81.190 Members: Qualifications, rights, interest and duties.
1. All persons above the age of 18 years, regardless of sex, shall be eligible to membership, if otherwise qualified and elected as ... Nevada Revised Statutes Section 81.200 Articles of association: Filing requirements; required provisions.
1. Each association formed under NRS 81.170 to 81.270, inclusive, shall prepare articles of association in writing, setting forth: (a) The ... Nevada Revised Statutes Section 81.210 Purpose of business may be changed; amendment of articles.
1. The purpose of the business may be altered, changed, modified, enlarged or diminished, or the articles of association amended, ... Nevada Revised Statutes Section 81.220 General powers. Every association formed under NRS 81.170 to 81.270, inclusive, may:
1. Sue and be sued in any court in its associate name. 2. Make and use ... Nevada Revised Statutes Section 81.230 Bylaws: Adoption; amendment; required and optional provisions.
1. Every association formed under NRS 81.170 to 81.270, inclusive, must, within 40 days after it so becomes an association, adopt a ... Nevada Revised Statutes Section 81.240 Bylaws: Required and optional provisions concerning profits.
1. The bylaws shall provide for the time and manner in which profits shall be divided between the members, and what proportion ... Nevada Revised Statutes Section 81.250 Recording and maintaining of bylaws and amendments. The bylaws and all amendments must be recorded in a book and kept in the office of the association. ...
Nevada Revised Statutes Section 81.260 Association’s property subject to execution; member’s interest sold upon execution; rights of purchaser.
1. The property of the association shall be subject to judgment and execution for the lawful ... Nevada Revised Statutes Section 81.270 Succession to membership: Nomination and transfer on death.
1. Any member may, upon or after becoming a member, nominate upon his application, or otherwise file with the secretary of ... Nevada Revised Statutes Section 81.410 Formation; applicable law.
1. Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in NRS 81.410 to 81.540, ... Nevada Revised Statutes Section 81.420 No capital stock; not to be carried on for profit. The corporation shall not have a capital stock, and its business shall not be carried on for profit. ...
Nevada Revised Statutes Section 81.430 Memberships: Certificates; transfer and assignment.
1. Any person or any number of persons, including and in addition to the original incorporators, may become members of the corporation upon such ... Nevada Revised Statutes Section 81.440 Articles of incorporation: Required provisions. Each corporation formed under NRS 81.410 to 81.540, inclusive, shall prepare and file articles of incorporation in writing, setting forth:
1. The name of ... Nevada Revised Statutes Section 81.450 Articles of incorporation: Filing requirements; acceptable evidence of incorporation.
1. The articles of incorporation must be: (a) Signed by three or more of the original members, a majority ... Nevada Revised Statutes Section 81.470 Bylaws: Adoption; amendment; effectiveness.
1. Each corporation incorporated under NRS 81.410 to 81.540, inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for ... Nevada Revised Statutes Section 81.480 Bylaws: Optional provisions. Each corporation organized under NRS 81.410 to 81.540, inclusive, may also, by its bylaws, provide for the following matters:
1. The manner of removal of any ... Nevada Revised Statutes Section 81.490 Bylaws: Provisions for unequal voting power. If the bylaws shall provide for unequal voting power, or unequal property rights of the several members, or both, the provisions of NRS 81.410 ...
Nevada Revised Statutes Section 81.500 General powers.
1. Each corporation incorporated under NRS 81.410 to 81.540, inclusive, has the powers granted by the provisions of other laws of Nevada relating to private corporations which ... Nevada Revised Statutes Section 81.505 Restriction on power of rural electric cooperatives to sell, lease or dispose of assets.
1. A rural electric cooperative formed or consolidated pursuant to NRS 81.410 to 81.540, inclusive, ... Nevada Revised Statutes Section 81.510 Agreements for unified action by cooperative corporations. Any two or more cooperative corporations organized under NRS 81.410 to 81.540, inclusive, upon resolutions adopted by their respective boards of directors, may, ...
Nevada Revised Statutes Section 81.540 Applicability and effect of NRS 81.410 to 81.540, inclusive.
1. The provisions of NRS 81.410 to 81.540, inclusive, are not applicable to railroads, telegraph, telephone, banking, insurance, ... Nevada Revised Statutes Section 81.550 Short title. NRS 81.550 to 81.660, inclusive, may be cited as the Charitable Organization Act. ...
Nevada Revised Statutes Section 81.560 Declaration of policy. The Legislature hereby declares that the policy of the State is to maximize the funds available for charitable purposes by minimizing, to the greatest extent practicable, the ...
Nevada Revised Statutes Section 81.570 References to Internal Revenue Code. As used in NRS 81.550 to 81.660, inclusive, unless otherwise indicated, section references are to the Internal Revenue Code of 1954 and include future amendments ...
Nevada Revised Statutes Section 81.580 Definitions. As used in NRS 81.550 to 81.660, inclusive, unless the context otherwise requires, the words and terms defined in NRS 81.600, 81.605 and 81.610, have the meanings ascribed to ...
Nevada Revised Statutes Section 81.600 “Director” defined. “Director” means a director, trustee, person or persons constituting the controlling board of a charitable organization. ...
Nevada Revised Statutes Section 81.605 “Governing instrument” defined. “Governing instrument” means the articles or certificate of incorporation or association or other written instrument by which a private foundation is created, but does not include its ...
Nevada Revised Statutes Section 81.610 “Private foundation” defined. “Private foundation” is any nonprofit corporation, association, foundation, or other charitable entity formed pursuant to the laws of the State of Nevada which is a “private foundation” ...
Nevada Revised Statutes Section 81.620 Applicability of NRS 81.550 to 81.660, inclusive. The provisions of NRS 81.550 to 81.660, inclusive, apply to any private foundation whether it was created before or is created ...
Nevada Revised Statutes Section 81.630 Prohibited acts. In the administration of any private foundation that is subject to the provisions of the Internal Revenue Code of 1954, unless otherwise provided in the governing instrument, the ...
Nevada Revised Statutes Section 81.640 Minimum distributions required. Unless otherwise provided in the governing instrument, in the administration of any private foundation, there must be distributed for the purposes specified in the governing instrument, for ...
Nevada Revised Statutes Section 81.650 Amendment of governing instrument: Procedure.
1. The board of directors or trustees of any private foundation which is a corporation organized under and governed by Nevada law may, by ... Nevada Revised Statutes Section 81.660 Amendment of governing instrument: Provision for termination of status of private foundation. In addition to amending the governing instrument of the private foundation in accordance with NRS 81.650, the amendment ...
Nevada Revised Statutes Section 82.006 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82.011 to 82.044, inclusive, have the meanings ascribed to them in those ...
Nevada Revised Statutes Section 82.011 “Articles of incorporation” and “articles” defined. “Articles of incorporation” and “articles” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 82.081, 82.346, 82.356 ...
Nevada Revised Statutes Section 82.016 “Corporation” defined. Unless the context otherwise requires, “corporation” means a corporation organized or governed by this chapter. ...
Nevada Revised Statutes Section 82.021 “Corporation for public benefit” defined. “Corporation for public benefit” is a corporation formed or existing pursuant to this chapter that:
1. Is recognized as exempt under section 501(c)(3) of ... Nevada Revised Statutes Section 82.026 “Directors” and “trustees” defined. “Directors” and “trustees” are synonymous terms. ...
Nevada Revised Statutes Section 82.031 “Member” defined. Unless otherwise provided in the articles or bylaws, the word “member” means, without regard to what a person is called in the articles or bylaws, any person who ...
Nevada Revised Statutes Section 82.036 “Receiver” defined. “Receiver” includes receivers and trustees appointed as provided in this chapter and chapter 32 of NRS. ...
Nevada Revised Statutes Section 82.038 “Record” defined. “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. ...
Nevada Revised Statutes Section 82.041 “Registered office” defined. “Registered office” of a corporation means the office maintained at the street address of its resident agent. ...
Nevada Revised Statutes Section 82.043 “Signature” defined. “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 ...
Nevada Revised Statutes Section 82.044 “Street address” defined. “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. ...
Nevada Revised Statutes Section 82.046 Construction of chapter. 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 ...
Nevada Revised Statutes Section 82.051 Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.
1. This chapter applies to the following corporations: (a) Corporations organized in this State on ... Nevada Revised Statutes Section 82.056 Election of existing corporation to accept chapter: Eligibility; procedure. A corporation having shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of ...
Nevada Revised Statutes Section 82.061 Election of existing corporation to accept chapter: Filing requirements; contents.
1. A certificate of election to accept this chapter pursuant to NRS 82.056 must be signed by an officer ... Nevada Revised Statutes Section 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence.
1. The board of directors of a corporation without shares of stock ... Nevada Revised Statutes Section 82.066 Election of existing and expired corporation to accept chapter: Effect. Upon filing a certificate of acceptance, the election of a corporation to accept this chapter is effective and the corporation ...
Nevada Revised Statutes Section 82.071 Limitations on eligibility to organize under chapter. No insurance company, stock fire insurance company, surety company, express company, trust company, stock savings and loan association, or corporation organized for the ...
Nevada Revised Statutes Section 82.076 Effect of amendment or repeal of chapter; chapter is part of corporation’s charter. Every corporation created under this chapter, or availing itself of any of the provisions of this chapter, ...
Nevada Revised Statutes Section 82.081 Filing requirements.
1. One or more natural persons may associate to establish a corporation no part of the income or profit of which is distributable to its members, directors ... Nevada Revised Statutes Section 82.086 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 ... Nevada Revised Statutes Section 82.091 Articles of incorporation: Optional provisions. The articles of incorporation may also contain:
1. Any provision subordinating the corporation to the authority of a superior organization or any person, and ... Nevada Revised Statutes Section 82.096 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 ... Nevada Revised Statutes Section 82.101 Name of corporation: Reservation; injunctive relief.
1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use any ... Nevada Revised Statutes Section 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments.
1. The Secretary of State shall not accept for filing pursuant to this ... Nevada Revised Statutes Section 82.111 Commencement of corporate existence.
1. Upon the filing of the articles of incorporation and the certificate of acceptance pursuant to NRS 82.081, and the payment of the filing fees, ... Nevada Revised Statutes Section 82.116 Acceptable evidence of incorporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under his official seal, must be received ...
Nevada Revised Statutes Section 82.121 General powers.
1. A corporation: (a) Has all the rights, privileges and powers hereby conferred. (b) Has such rights, privileges and powers as may be conferred upon ... Nevada Revised Statutes Section 82.126 Adoption and use of corporate seal or stamp.
1. Every corporation, by virtue of its existence as such, may adopt and use a common seal or stamp, and alter ... Nevada Revised Statutes Section 82.131 Specific powers. Subject to such limitations, if any, as may be contained in its articles, every corporation may:
1. Borrow money and contract debts when necessary for the transaction ... Nevada Revised Statutes Section 82.136 Restrictions: Issuance of stock; pecuniary gain of members; distributions.
1. A corporation must not have or issue shares of stock. 2. A corporation must not be formed for ... Nevada Revised Statutes Section 82.181 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties; denial of request for inspection of records; defense to action for penalties or damages; authority of ...
Nevada Revised Statutes Section 82.186 Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages.
1. Any director or person authorized in ... Nevada Revised Statutes Section 82.193 Resident agent required; applicable law regarding resident agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees.
... Nevada Revised Statutes Section 82.196 Board of directors or trustees: Number and qualifications of members. Every corporation must be managed by a board of directors or trustees, all of whom must be at least 18 ...
Nevada Revised Statutes Section 82.201 Board of directors or trustees: General powers.
1. Subject only to such limitations as may be provided by this chapter, or the articles, the board of directors or trustees ... Nevada Revised Statutes Section 82.206 Committees of board of directors: Designation; powers; names; membership.
1. Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, ... Nevada Revised Statutes Section 82.211 Officers of corporation: Selection; terms; duties.
1. Every corporation must have a president or a chairman of the board, a secretary and a treasurer. 2. Every corporation may ... Nevada Revised Statutes Section 82.216 Authority of directors and representatives of corporation.
1. The statement in the articles or bylaws of the objects, purposes, powers and authorized business of the corporation constitutes, as between ... Nevada Revised Statutes Section 82.221 Directors and officers: Exercise of powers and performance of duties; personal liability.
1. Directors and officers shall exercise their powers in good faith and with a view to the ... Nevada Revised Statutes Section 82.226 Restrictions on transactions involving interested directors or officers; compensation of directors.
1. No contract or other transaction between a corporation and one or more of its directors or officers, ... Nevada Revised Statutes Section 82.231 Powers of corporation; classes, qualifications and rights of members; term of membership.
1. A corporation may have one or more classes of members or may have no members. In ... Nevada Revised Statutes Section 82.236 Transfer of membership. 1. Except as otherwise provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it. Nevada Revised Statutes Section 82.241 Personal liability of members; imposition of dues, assessments or fees.
1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations ... Nevada Revised Statutes Section 82.246 Resignation.
1. Except as otherwise provided in subsection 2, and unless otherwise provided in its articles or bylaws, a member of a corporation may resign at any time. The ... Nevada Revised Statutes Section 82.251 Expulsion of member; suspension or termination of membership.
1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to ... Nevada Revised Statutes Section 82.256 Purchase of membership by corporation. If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated, for the ...
Nevada Revised Statutes Section 82.261 Delegates. A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to:
Nevada Revised Statutes Section 82.266 Place of members’, delegates’ and directors’ meetings. Meetings of members, if any, delegates, if any, and directors of any corporation may be held within or without this State, in the ...
Nevada Revised Statutes Section 82.271 Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.
1. Unless the articles or the bylaws provide for ... Nevada Revised Statutes Section 82.276 Consent of members in lieu of meeting.
1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a ... Nevada Revised Statutes Section 82.281 Actions at meetings not regularly called: Consent, ratification and approval. 1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees, delegates or members, consent by: Nevada Revised Statutes Section 82.286 Election of directors and delegates; classification of directors.
1. If a corporation has members entitled to vote for the election of directors, or for the election of delegates who ... Nevada Revised Statutes Section 82.291 Meetings of members or delegates: Quorum. Unless otherwise provided in the articles or bylaws, a quorum for a meeting of members is 10 percent of the voting power of the ...
Nevada Revised Statutes Section 82.296 Directors: Removal; filling of vacancies.
1. Any director may be removed from office by the vote of members, if any, representing not less than a majority of the voting ... Nevada Revised Statutes Section 82.301 Effect of failure to elect director on designated day. If the directors are not elected on the day designated for the purpose, the corporation is not for that reason dissolved, ...
Nevada Revised Statutes Section 82.306 Election of directors by order of court upon failure of regular election.
1. If any corporation fails to elect directors within 18 months after the last election of directors ... Nevada Revised Statutes Section 82.311 Provisional director: Appointment; qualifications; rights and powers; removal.
1. Any director or one-third of the members may apply to the district court to appoint one person to be a ... Nevada Revised Statutes Section 82.316 Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting.
1. Unless contrary provisions ... Nevada Revised Statutes Section 82.321 Members’ proxies.
1. At any meeting of the members of any corporation, any member may designate another person or persons to act as a proxy or proxies. If a ... Nevada Revised Statutes Section 82.326 Action of members by written ballot in lieu of meeting.
1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an ... Nevada Revised Statutes Section 82.331 Cumulative voting. The articles or bylaws of any corporation may provide that at all elections of directors of the corporation each member having a right to elect directors at the ...
Nevada Revised Statutes Section 82.336 Delegates and members: Special meetings; notices.
1. A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if: ... Nevada Revised Statutes Section 82.341 Waiver of notice. Whenever any notice is required to be given under the provisions of this chapter, a waiver thereof in writing, signed by the person or persons entitled to ...
Nevada Revised Statutes Section 82.346 Amendment of articles before first meeting of directors.
1. If the first meeting of the directors has not taken place and if there are no members, a majority of ... Nevada Revised Statutes Section 82.351 Amendment of articles: Scope of amendments.
1. A corporation whose directors have held a first meeting or which has members who are not incorporators may amend its articles in ... Nevada Revised Statutes Section 82.356 Amendment of articles: Procedure.
1. Each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner: (a) The board of directors must ... Nevada Revised Statutes Section 82.371 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 ... Nevada Revised Statutes Section 82.436 Sale, lease or exchange of assets: Authority; procedure.
1. Every corporation may, by action taken at a meeting of its board of directors, sell, lease or exchange all of ... Nevada Revised Statutes Section 82.446 Voluntary dissolution at request of members.
1. A corporation may be dissolved and its affairs wound up voluntarily by the written request of a majority of the members and ... Nevada Revised Statutes Section 82.451 Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs.
1. A corporation may be dissolved ... Nevada Revised Statutes Section 82.456 Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors; powers and duties of district court.
1. Actions available to or against a ... Nevada Revised Statutes Section 82.461 Dissolved corporations: Duties of person appointed or authorized to act in liquidation. The directors, trustees, receivers or those persons appointed or authorized to act in liquidation of a dissolved corporation ...
Nevada Revised Statutes Section 82.466 Reorganization under federal law.
1. A federal court may take the same actions with respect to corporations governed by this chapter as a federal court may take with respect ... Nevada Revised Statutes Section 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court.
1. Whenever any corporation becomes insolvent or suspends ... Nevada Revised Statutes Section 82.476 Receivers or trustees for insolvent corporations: Appointment; powers and duties.
1. The district court, at the time of ordering the injunction upon petition of the creditors or members, or ... Nevada Revised Statutes Section 82.481 Authority of court to reconvey property back to or dissolve corporation. The district court may reconvey the property of the corporation back to it or dissolve the corporation and declare ...
Nevada Revised Statutes Section 82.486 Involuntary dissolution: Authority and grounds for application.
1. The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has ... Nevada Revised Statutes Section 82.491 Involuntary dissolution: Appointment of receiver; powers and duties of receiver; authorized relief.
1. The court may appoint a temporary receiver upon the same grounds and pursuant to the same ... Nevada Revised Statutes Section 82.496 Involuntary dissolution: General powers of court. In an action for dissolution, the district court may:
1. Send for and examine persons as provided in NRS 78.660; 2. Sell ... Nevada Revised Statutes Section 82.501 Limitation on time for creditors’ claims; notice to creditors. All creditors must present and make proof to the receiver of their respective claims against the corporation within 6 months from ...
Nevada Revised Statutes Section 82.506 Presentation of creditors’ claims; examination of creditors and witnesses. Every claim against a corporation for which a receiver has been appointed must be presented to the receiver in writing and ...
Nevada Revised Statutes Section 82.511 Abatement of actions against receivers. No action against a receiver of a corporation abates by reason of his death, but, upon suggestion of the facts on the record, must be ...
Nevada Revised Statutes Section 82.516 Payment of creditors and distribution of surplus. After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the money of the corporation ...
Nevada Revised Statutes Section 82.521 Employees’ liens for wages.
1. When a corporation becomes insolvent or is dissolved, the employees performing labor or service in the regular employ of the corporation have a lien ... Nevada Revised Statutes Section 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. 1. Each foreign nonprofit corporation doing business in this State shall, on or before the last day ... |