Nevada Restated Articles (NRS 78.403 & 82.371) are the statutes created by the Nevada Legislature that govern the formation, management, and dissolution of corporations in the state. NRS 78.403 provides the general procedure for forming a corporation in Nevada, including details on the required documents, fees, and other requirements. NRS 82.371 defines the roles and responsibilities of corporate officers and directors, including the duties of the president, secretary, and treasurer. There are two types of Nevada Restated Articles: NRS 78.403, which pertains to the formation of corporations, and NRS 82.371, which pertains to the management and dissolution of corporations.
Nevada Restated Articles(NRS78.403&82.371)
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Nevada
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NV-SKU-1469
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Restated Articles(NRS78.403&82.371)
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NRS 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 with a view to the interests of the corporation.
Control share statutes generally provide that a shareholder who acquires beneficial ownership of a company's shares in excess of a specified percentage of the company's total outstanding shares has no voting rights with respect to such excess shares.
Nevada law contains a provision governing ?acquisition of controlling interest.? This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to
NRS 78.105 Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties. NRS 78.107 Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.
NRS 78.315 Directors' meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method. NRS 78.315 Directors' meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.
"Control share acquisition" means the direct or indirect acquisition, other than in an excepted acquisition, by any person of beneficial ownership of shares of a public corporation that, except for this article, would have voting rights and would, when added to all other shares of such public corporation which then
NRS 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 articles of incorporation contain a statement to that effect.