Nevada Revised Statutes
Chapter 92A - Mergers, Conversions, Exchanges and Domestications

NRS 92A.0075 - "Articles," "articles of incorporation" and "certificate of incorporation" defined. - "Articles," "articles of incorporation" and "certificate of incorporation" are synonymous...

NRS 92A.008 - "Business trust" defined. - "Business trust" means: 1. A domestic business trust; or 2....

NRS 92A.009 - "Charter document" defined. - "Charter document" means the articles of incorporation of a foreign...

NRS 92A.010 - "Constituent document" defined. - "Constituent document" means the articles of incorporation or bylaws of...

NRS 92A.015 - "Constituent entity" defined. - "Constituent entity" means: 1. With respect to a merger, each...

NRS 92A.020 - "Domestic" defined. - "Domestic" as applied to an entity means one organized and...

NRS 92A.022 - "Domestic business trust" defined. - "Domestic business trust" means a business trust formed and existing...

NRS 92A.025 - "Domestic corporation" defined. - "Domestic corporation" means a corporation organized and existing under chapter...

NRS 92A.027 - "Domestic general partnership" defined. - "Domestic general partnership" means a general partnership governed by the...

NRS 92A.030 - "Domestic limited-liability company" defined. - "Domestic limited-liability company" means a limited-liability company organized and existing...

NRS 92A.035 - "Domestic limited partnership" defined. - "Domestic limited partnership" means a limited partnership organized and existing...

NRS 92A.040 - "Domestic nonprofit corporation" defined. - "Domestic nonprofit corporation" means a corporation organized or existing under...

NRS 92A.045 - "Entity" defined. - "Entity" means a foreign or domestic: 1. Corporation, whether or...

NRS 92A.050 - "Exchange" defined. - "Exchange" means the acquisition by one or more foreign or...

NRS 92A.055 - "Foreign" defined. - "Foreign" as applied to an entity means one not organized...

NRS 92A.060 - "Limited partner" defined. - "Limited partner" means a person who has been admitted to...

NRS 92A.070 - "Member" defined. - "Member" means: 1. A member of a limited-liability company, as...

NRS 92A.073 - "Nonprofit cooperative corporation" defined. - "Nonprofit cooperative corporation" means a nonprofit cooperative corporation organized pursuant...

NRS 92A.075 - "Owner" defined. - "Owner" means the holder of an interest described in NRS...

NRS 92A.080 - "Owner’s interest" defined. - "Owner’s interest" means shares of stock in a corporation, membership...

NRS 92A.083 - "Principal office" defined. - "Principal office" has the meaning ascribed to it in NRS...

NRS 92A.090 - "Resulting entity" defined. - "Resulting entity" means, with respect to a conversion, the entity...

NRS 92A.092 - "Senior executive" defined. - "Senior executive" means the chief executive officer, chief operating officer,...

NRS 92A.095 - "Statement of intent" defined. - "Statement of intent" when used in reference to a proposed...

NRS 92A.098 - Notice and other communications. - Any notice or other communication sent pursuant to any provision...

NRS 92A.100 - Authority for merger; approval, contents and form of plan of merger. - 1. Except as limited by NRS 78.411 to 78.444, inclusive,...

NRS 92A.105 - Authority for conversion; approval, form and contents of plan of conversion. - 1. Except as limited by NRS 78.411 to 78.444, inclusive,...

NRS 92A.110 - Authority for exchange; approval, contents and form of plan of exchange. - 1. Except as a corporation is limited by NRS 78.411...

NRS 92A.120 - Approval of plan of merger, conversion or exchange for domestic corporation. - 1. After adopting a plan of merger, exchange or conversion,...

NRS 92A.130 - Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required. - 1. Action by the stockholders of a surviving domestic corporation...

NRS 92A.133 - Circumstances under which vote of stockholders of domestic corporation not required to authorize merger in which domestic corporation is constituent entity. - 1. Unless otherwise expressly required by the articles of incorporation,...

NRS 92A.135 - Approval of plan of conversion for domestic general partnership. - Unless otherwise provided in the partnership agreement, all partners must...

NRS 92A.140 - Approval of plan of merger, conversion or exchange for domestic limited partnership. - 1. Unless otherwise provided in the partnership agreement or the...

NRS 92A.150 - Approval of plan of merger, conversion or exchange for domestic limited-liability company. - 1. Unless otherwise provided in the articles of organization or...

NRS 92A.160 - Approval of plan of merger or exchange for domestic nonprofit corporation. - 1. A plan of merger or exchange involving a domestic...

NRS 92A.162 - Approval of plan of merger, conversion or exchange for nonprofit cooperative corporation. - Unless otherwise provided in the articles of incorporation, a plan...

NRS 92A.165 - Approval of plan of merger, conversion or exchange for domestic business trust. - Unless otherwise provided in the certificate of trust or governing...

NRS 92A.170 - Abandonment of planned merger, conversion or exchange before filing of articles. - After a merger, conversion or exchange is approved, and at...

NRS 92A.175 - Termination of planned merger, conversion or exchange after filing of articles. - After a merger, conversion or exchange is approved, at any...

NRS 92A.180 - Merger of subsidiary into parent or parent into subsidiary. - 1. A parent domestic corporation, whether or not for profit,...

NRS 92A.190 - Merger or exchange with foreign entity. - 1. One or more foreign entities may merge or enter...

NRS 92A.195 - Conversion of foreign or domestic entity or foreign or domestic general partnership. - 1. One foreign entity or foreign general partnership may convert...

NRS 92A.200 - Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts. - 1. After a plan of merger or exchange is approved...

NRS 92A.205 - Filing requirements for conversions. - 1. After a plan of conversion is approved as required...

NRS 92A.207 - Form required for filing of records. - 1. Each record filed with the Secretary of State pursuant...

NRS 92A.210 - Filing fees. - 1. Except as otherwise provided in this section, the fee...

NRS 92A.220 - Duty when entire plan of merger, conversion or exchange is not set forth in articles. - If the entire plan of merger, conversion or exchange is...

NRS 92A.230 - Signing of articles of merger, conversion or exchange. - Articles of merger, conversion or exchange must be signed by...

NRS 92A.240 - Effective date and time of merger, conversion or exchange; articles of termination. - 1. A merger, conversion or exchange takes effect: (a) At...

NRS 92A.250 - Effect of merger, conversion or exchange. - 1. When a merger takes effect: (a) Every other entity...

NRS 92A.260 - Liability of owner after merger, conversion or exchange. - An owner that is not personally liable for the debts,...

NRS 92A.270 - Domestication of undomesticated organization. - 1. Any undomesticated organization may become domesticated in this State...

NRS 92A.280 - Cancellation of filings. - If an entity has made a filing with the Secretary...

NRS 92A.300 - Definitions. - As used in NRS 92A.300 to 92A.500, inclusive, unless the...

NRS 92A.305 - "Beneficial stockholder" defined. - "Beneficial stockholder" means a person who is a beneficial owner...

NRS 92A.310 - "Corporate action" defined. - "Corporate action" means the action of a domestic corporation. (Added...

NRS 92A.315 - "Dissenter" defined. - "Dissenter" means a stockholder who is entitled to dissent from...

NRS 92A.320 - "Fair value" defined. - "Fair value," with respect to a dissenter’s shares, means the...

NRS 92A.325 - "Stockholder" defined. - "Stockholder" means a stockholder of record or a beneficial stockholder...

NRS 92A.330 - "Stockholder of record" defined. - "Stockholder of record" means the person in whose name shares...

NRS 92A.335 - "Subject corporation" defined. - "Subject corporation" means the domestic corporation which is the issuer...

NRS 92A.340 - Computation of interest. - Interest payable pursuant to NRS 92A.300 to 92A.500, inclusive, must...

NRS 92A.350 - Rights of dissenting partner of domestic limited partnership. - A partnership agreement of a domestic limited partnership or, unless...

NRS 92A.360 - Rights of dissenting member of domestic limited-liability company. - The articles of organization or operating agreement of a domestic...

NRS 92A.370 - Rights of dissenting member of domestic nonprofit corporation. - 1. Except as otherwise provided in subsection 2, and unless...

NRS 92A.380 - Right of stockholder to dissent from certain corporate actions and to obtain payment for shares. - 1. Except as otherwise provided in NRS 92A.370 and 92A.390...

NRS 92A.390 - Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger; shares of stock not issued and outstanding on date of first announcement of proposed action. - 1. There is no right of dissent pursuant to paragraph...

NRS 92A.400 - Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder. - 1. A stockholder of record may assert dissenter’s rights as...

NRS 92A.410 - Notification of stockholders regarding right of dissent. - 1. If a proposed corporate action creating dissenter’s rights is...

NRS 92A.420 - Prerequisites to demand for payment for shares. - 1. If a proposed corporate action creating dissenter’s rights is...

NRS 92A.430 - Dissenter’s notice: Delivery to stockholders entitled to assert rights; contents. - 1. The subject corporation shall deliver a written dissenter’s notice...

NRS 92A.440 - Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process. - 1. A stockholder who receives a dissenter’s notice pursuant to...

NRS 92A.450 - Uncertificated shares: Authority to restrict transfer after demand for payment. - The subject corporation may restrict the transfer of shares not...

NRS 92A.460 - Payment for shares: General requirements. - 1. Except as otherwise provided in NRS 92A.470, within 30...

NRS 92A.470 - Withholding payment for shares acquired on or after date of dissenter’s notice: General requirements. - 1. A subject corporation may elect to withhold payment from...

NRS 92A.480 - Dissenter’s estimate of fair value: Notification of subject corporation; demand for payment of estimate. - 1. A dissenter paid pursuant to NRS 92A.460 who is...

NRS 92A.490 - Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter. - 1. If a demand for payment pursuant to NRS 92A.480...

NRS 92A.500 - Assessment of costs and fees in certain legal proceedings. - 1. The court in a proceeding to determine fair value...

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Nevada Revised Statutes Chapter 92A - Mergers, Conversions, Exchanges and Domestications

Nevada Revised Statutes
Chapter 92A - Mergers, Conversions, Exchanges and Domestications