1. The provisions of this section apply to corporations organized in this State on or after October 1, 1991.
2. The stockholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.
3. A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" or words of similar import have the following effects unless the articles of incorporation otherwise provide:
(a) The stockholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.
(b) A stockholder may waive a preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(c) There is no preemptive right with respect to:
(1) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;
(2) Shares issued to satisfy rights of conversion or options created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;
(3) Shares authorized in articles of incorporation which are issued within 6 months from the effective date of incorporation; or
(4) Shares sold otherwise than for money.
(d) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
(e) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
(f) Shares subject to preemptive rights that are not acquired by stockholders may be issued to any person for 1 year after being offered to stockholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the stockholders’ preemptive rights.
4. As used in this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
(Added to NRS by 1991, 1187)
Structure Nevada Revised Statutes
Chapter 78 - Private Corporations
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 78.026 - 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 78.0296 - Ratification or validation of noncompliant corporate acts.
NRS 78.0298 - Records or signatures maintained by corporation.
NRS 78.035 - Articles of incorporation: Required provisions.
NRS 78.037 - Articles of incorporation: Optional provisions.
NRS 78.040 - Name of corporation: Reservation; injunctive relief.
NRS 78.046 - Authorization of forum selection provisions in articles or bylaws.
NRS 78.050 - Commencement of corporate existence.
NRS 78.055 - Acceptable evidence of incorporation.
NRS 78.065 - Adoption and use of corporate seal or stamp.
NRS 78.075 - Railroad companies: Powers.
NRS 78.085 - Railroad companies: Filing and recording of certified maps and profiles.
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 78.135 - Authority of directors and representatives of corporation.
NRS 78.150 - Filing requirements; fees; powers and duties of Secretary of State; regulations.
NRS 78.153 - Additional filing requirements for certain corporations: Criteria; statement; fees.
NRS 78.155 - Certificate of authorization to transact business.
NRS 78.180 - Defaulting corporations: Conditions and procedure for reinstatement.
NRS 78.185 - Defaulting corporations: Reinstatement or revival under old or new name; regulations.
NRS 78.191 - "Distribution" defined.
NRS 78.195 - Issuance of more than one class or series of stock; rights of stockholders.
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 78.215 - Issuance of shares for consideration or as share dividend.
NRS 78.220 - Subscriptions for corporate shares: Payment; default; irrevocability.
NRS 78.240 - Shares of stock are personal property; transfers.
NRS 78.265 - Preemptive rights of stockholders in corporations organized before October 1, 1991.
NRS 78.275 - Assessments on stock: Levy and collection; sale after default in payment.
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 78.310 - Stockholders’ and directors’ meetings: Location; authority to call.
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 78.355 - Stockholders’ proxies.
NRS 78.360 - Cumulative voting.
NRS 78.370 - Notice to stockholders.
NRS 78.375 - Waiver of notice or other communication.
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 78.3791 - Approval of voting rights of acquiring person.
NRS 78.3792 - Redemption of control shares.
NRS 78.3793 - Rights of dissenting stockholders.
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.
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 78.421 - "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 78.431 - "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 78.439 - Authorized combinations: General requirements.
NRS 78.443 - Authorized combinations: Required form and distribution of consideration.
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 78.590 - 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 78.615 - Abatement of pending actions; substitution of dissolution trustees or receivers.
NRS 78.620 - Dissolution or forfeiture of charter by decree of court; filing.
NRS 78.622 - Reorganization under federal law: Powers of corporation.
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 78.655 - 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.
NRS 78.730 - Renewal or revival: Procedure; fee; certificate as evidence.
NRS 78.740 - Renewal or revival: Status of corporation.
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 another person for debt or liability of corporation.
NRS 78.750 - Service of process on corporations.
NRS 78.755 - Duties: Collection of fees; employment of new technology to aid in performance.
NRS 78.760 - Filing fees: Articles of incorporation.
NRS 78.767 - Filing fees: Certificates of restated articles of incorporation.