As a result of the public offering of securities by the company, the company will be obligated to file various periodic reports with the SEC. This memorandum lists all those reports (10-K, 10-Q, 8-K, etc.), what each report is, and the filing guidelines for each one.
Nevada Selected Consequences of Public Company Status Memorandum
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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.
Nevada's Public Records Law applies to ?all public books and public records of a government entity, the contents of which are not otherwise declared by law to be confidential.? The records ?must be open at all times during office hours to inspection by any person, and may be fully copied.? Also, ?A person may request a ...
NRS 82.271 - Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; alternative means for participating at meeting.
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.
A form of unanimous written consent of the board of directors of a Nevada for-profit corporation to be used when the directors take action without a formal board meeting. This Standard Document has integrated notes with important explanations and drafting tips.
The Nevada Revised Statutes (NRS) are all the current codified laws of the State of Nevada. Nevada law consists of the Constitution of Nevada (the state constitution) and Nevada Revised Statutes. The Nevada Supreme Court interprets the law and constitution of Nevada.
Unless otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, ...
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 ...