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 78.0285. Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.

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 the Secretary of State; cancellation of filings.

NRS 78.0297. Corporate records: Manner of storage; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

NRS 78.0298. Records or signatures maintained by corporation.

FORMATION

NRS 78.030. Filing requirements; prohibition against establishment of corporation for certain illegal purposes.

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 78.047. Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.

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 REGISTERED AGENT

NRS 78.090. Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation.

NRS 78.097. Resignation of registered agent or termination of registration of commercial registered agent.

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.

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 AND OTHER REQUIREMENTS; DEFAULTING CORPORATIONS

NRS 78.150. Filing requirements; fees; powers and duties of Secretary of State; regulations.

NRS 78.152. List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 78.153. Additional filing requirements for certain corporations: Criteria; statement; fees.

NRS 78.155. Certificate of authorization to transact business.

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 and on amount of stock owned by person or group of persons.

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; alternative means for participating at meeting.

NRS 78.320. Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.

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; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.

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 or other communication.

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 78.421. “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 78.4265. “Publicly traded corporation” 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 2 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 beginning of business.

NRS 78.585. Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.

NRS 78.590. Trustees of dissolved corporation: Powers of directors.

NRS 78.597. Liability of stockholders of dissolved corporation.

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 78.746. Action against stockholder by judgment creditor; limitations.

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; other rights to 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 fee: Certificate of dissolution.

NRS 78.785. Miscellaneous fees.

MISCELLANEOUS PROVISIONS

NRS 78.795. Registration of natural person or corporation willing to serve as registered agent for corporation, limited-liability company or limited partnership. [Repealed]