Nevada Revised Statutes
Chapter 78B - Benefit Corporations
NRS 78B.160 - Officers: Duties; liability.


1. Each officer of a benefit corporation shall consider the interests and factors described in NRS 78B.150 if:
(a) The officer has discretion to act with respect to a matter; and
(b) It reasonably appears to the officer that the matter may have a material effect on:
(1) The creation of general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140; or
(2) Any of the interests or factors described in subsections 2 and 3 of NRS 78B.150.
2. The consideration by an officer of a benefit corporation of interests and factors in the manner described in subsection 1 does not constitute a violation of the duties of the officer.
3. An officer is not liable for monetary damages for:
(a) Any action or inaction as an officer in the course of performing the duties of an officer under subsection 1 if the officer performed the duties of his or her position in compliance with this section.
(b) Failure of the benefit corporation to pursue or create general public benefit or any specific public benefit identified in the articles of incorporation pursuant to NRS 78B.140.
4. An officer does not have a duty to a person who is a beneficiary of the general public benefit purpose or any specific public benefit purpose identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 arising from the status of the person as a beneficiary.
5. In performing his or her duties, an officer of a benefit corporation has the benefit of the presumptions established by subsection 3 of NRS 78.138.
(Added to NRS by 2013, 416)

Structure Nevada Revised Statutes

Nevada Revised Statutes

Chapter 78B - Benefit Corporations

NRS 78B.010 - Definitions.

NRS 78B.020 - "Benefit corporation" defined.

NRS 78B.030 - "Benefit enforcement proceeding" defined.

NRS 78B.040 - "General public benefit" defined.

NRS 78B.050 - "Minimum status vote" defined.

NRS 78B.060 - "Specific public benefit" defined.

NRS 78B.070 - "Subsidiary" defined.

NRS 78B.080 - "Third-party standard" defined.

NRS 78B.090 - Applicability.

NRS 78B.100 - Filing requirements; required provisions of articles of incorporation.

NRS 78B.110 - Procedure for existing corporation to become benefit corporation; procedure for merger, conversion or exchange resulting in formation of benefit corporation.

NRS 78B.120 - Termination of status as benefit corporation; procedure for disposition of all or substantially all of property of benefit corporation.

NRS 78B.130 - Required statement on share certificates.

NRS 78B.140 - Creation of general and specific public benefits; required and optional provisions of articles of incorporation.

NRS 78B.150 - Directors: Duties; liability.

NRS 78B.160 - Officers: Duties; liability.

NRS 78B.170 - Annual benefit report: Requirement; contents.

NRS 78B.180 - Annual benefit report: Preparation by board of directors; required statement by board of directors.

NRS 78B.190 - Actions or claims against benefit corporations, directors or officers: Limitations; benefit enforcement proceedings; award of attorney’s fees and expenses.