Nevada Clauses Relating to Venture Interests
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FAQ
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 ...
There are three relatively common partnership types: general partnership (GP), limited partnership (LP) and limited liability partnership (LLP).
NRS 88 requires a dissolution date, NRS 87A does not. A Limited Partnership is formed under the authority of state law by filing a Certificate of Limited Partnership with the Secretary of State and consists of one or more general partners and one or more limited partners.
Chapter 78 Private Corporations. 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.
A limited partnership has two types of partners: general partners and limited partners. It must have one or more of each type. All partner, limited and general, share the profits of the business. Each general partner has unlimited liability for the obligations of the business.
An LP is defined as having limited partners and a general partner, which has unlimited liability. LPs are pass-through entities that offer little to no reporting requirements. There are three types of partnerships: limited partnership, general partnership, and limited liability partnership.
Most states only have one type of limited partnership. However, Nevada is unique in that it allows for two different kinds of LPs. One type, known as an 88 LP, is governed by Chapter 88 of the Nevada Revised Statutes (?NRS?). The other is referred to as an 87A LP and is governed by Chapter 87A of the NRS.
NRS 78.138 - Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors. 1. The fiduciary duties of directors and officers are to exercise their respective powers in good faith and with a view to the interests of the corporation.