The Nevada Certificate of Designation (NRS 78.1955) is a document that is filed with the Nevada Secretary of State when forming a corporation or organizing an LLC in the state of Nevada. It outlines the company’s name, its address, the members of the board of directors, the number of shares authorized to be issued and the rights, preferences, privileges, and restrictions of each share. The Nevada Certificate of Designation may also contain provisions for the indemnification of directors and officers, the company’s bylaws, or any other provisions that the company may wish to include. There are three types of Nevada Certificate of Designation: the initial Certificate of Designation, the amendment Certificate of Designation, and the restated Certificate of Designation. The initial Certificate of Designation is filed with the Secretary of State at the time the corporation or LLC is formed. The amendment Certificate of Designation is filed when the company wishes to make changes to the initial Certificate of Designation. The restated Certificate of Designation is filed when the company wishes to make changes to the initial Certificate of Designation and the amendment Certificate of Designation.
Nevada Certificate of Designation(NRS78.1955)
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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.
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.
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 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.
Nevada Revised Statutes (NRS) are laws that are enacted by the legislature.