Nevada Revised Statutes
Chapter 78A - Close Corporations
NRS 78A.180 - Voluntary termination of status.


1. A corporation may voluntarily terminate its status as a close corporation, and cease to be subject to the provisions of this chapter, by amending the articles of incorporation to delete therefrom the additional provisions required or permitted by NRS 78A.020 to be stated in the articles of incorporation of a close corporation. An amendment must be adopted and become effective in accordance with NRS 78.390, except that it must be approved by a vote of the holders of record of at least two-thirds of the voting shares of each class of stock of the corporation that are outstanding.
2. The articles of incorporation of a close corporation may provide that on any amendment to terminate the status as a close corporation, a vote greater than two-thirds or a vote of all shares of any class may be required. If the articles of incorporation contain such a provision, that provision may not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a close corporation.
3. An amendment filed pursuant to this section is effective at the time of the filing of the amendment with the Secretary of State or upon a later date and time as specified in the amendment, which date must not be more than 90 days after the date on which the amendment is filed. If the amendment specifies a later effective date but does not specify an effective time, the amendment becomes effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1989, 943; A 2005, 2186; 2011, 2794; 2015, 3238)

Structure Nevada Revised Statutes

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.018 - Secretary of State authorized to adopt certain regulations to allow close corporation to carry out powers and duties through most recent technology.

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.040 - Notice required on share certificates; effect of notice and restrictions on transfer of shares; shareholders to be provided with copies of provisions restricting rights.

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.100 - Annual meeting.

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.150 - Provisional director: Requirements for appointment; qualifications, rights and powers; compensation.

NRS 78A.160 - Option of stockholder to dissolve corporation: Inclusion in articles of incorporation; exercise of option; notice on stock certificate.

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.

NRS 78A.200 - Effect of termination of status.