1. Except as otherwise specifically provided by statute or agreement, no person other than a corporation is individually liable for a debt or liability of the corporation unless the person acts as the alter ego of the corporation.
2. A person acts as the alter ego of a corporation only if:
(a) The corporation is influenced and governed by the person;
(b) There is such unity of interest and ownership that the corporation and the person are inseparable from each other; and
(c) Adherence to the notion of the corporation being an entity separate from the person would sanction fraud or promote a manifest injustice.
3. The question of whether a person acts as the alter ego of a corporation must be determined by the court as a matter of law.
(Added to NRS by 2001, 3170; A 2019, 99)
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.