1. The articles of incorporation of any close corporation may include a provision granting to any stockholder or to the holder of any specified number or percentage of shares of any class of stock an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any option to dissolve is exercised, the stockholders who exercise the option shall give written notice thereof to all other stockholders. Thirty days after the notice is sent, the dissolution of the corporation must proceed as if the required number of stockholders having voting power consented in writing to dissolution of the corporation as provided by NRS 78.320.
2. If the articles of incorporation as originally filed do not contain a provision authorized by subsection 1, the articles may be amended to include such a provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or not otherwise entitled to vote, unless the articles of incorporation specifically authorize such an amendment by a vote which is not less than two-thirds of all the outstanding stock, whether or not otherwise entitled to vote.
3. Each stock certificate in any corporation whose articles of incorporation authorize dissolution as permitted by this section must conspicuously note on the face of the certificate the existence of the provision or the provision is ineffective.
(Added to NRS by 1989, 947; A 2015, 3237)
Structure Nevada Revised Statutes
Chapter 78A - Close Corporations
NRS 78A.010 - Applicability of chapter.
NRS 78A.013 - Form required for filing of records.
NRS 78A.015 - Filing of records written in language other than English.
NRS 78A.017 - Cancellation of filings.
NRS 78A.020 - Filing requirements; required and optional provisions of articles of incorporation.
NRS 78A.030 - Procedure for existing corporation to become close corporation.
NRS 78A.050 - Transfer of shares prohibited; exceptions.
NRS 78A.060 - Effect of attempt to transfer shares in violation of prohibition.
NRS 78A.070 - Shareholders’ agreements: Authority to enter; effect; amendment.
NRS 78A.080 - Shareholders’ agreements: Validity.
NRS 78A.090 - Operation without board of directors; elimination and reinstatement of board.
NRS 78A.110 - Records signed, acknowledged or verified by person acting in more than one capacity.
NRS 78A.120 - Limitation on liability of shareholders.
NRS 78A.130 - Merger or share exchange; sale, lease or exchange of assets.
NRS 78A.140 - Appointment of custodian, receiver or provisional director.
NRS 78A.170 - Time of termination of status.
NRS 78A.180 - Voluntary termination of status.
NRS 78A.190 - Involuntary termination of status; intervention by court.