After a merger, conversion or exchange is approved, and at any time before the articles of merger, conversion or exchange are filed, the planned merger, conversion or exchange may be abandoned, subject to any contractual rights, without further action, in accordance with the procedure set forth in the plan of merger, conversion or exchange or, if none is set forth, in the case of:
1. A domestic corporation, whether or not for profit, by the board of directors;
2. A domestic limited partnership, unless otherwise provided in the partnership agreement or certificate of limited partnership, by all general partners;
3. A domestic limited-liability company, unless otherwise provided in the articles of organization or an operating agreement, by members who own a majority in interest in the current profits of the company then owned by all of the members or, if the company has more than one class of members, by members who own a majority in interest in the current profits of the company then owned by the members in each class;
4. A domestic business trust, unless otherwise provided in the certificate of trust or governing instrument, by all the trustees;
5. A domestic general partnership, unless otherwise provided in the partnership agreement, by all the partners; and
6. A nonprofit cooperative corporation, unless otherwise provided in the articles of incorporation, by the board of directors.
(Added to NRS by 1995, 2083; A 1999, 1627; 2001, 1409, 3199; 2013, 774)
Structure Nevada Revised Statutes
Chapter 92A - Mergers, Conversions, Exchanges and Domestications
NRS 92A.006 - "Advance notice statement" defined.
NRS 92A.007 - "Approval" and "vote" defined.
NRS 92A.0075 - "Articles," "articles of incorporation" and "certificate of incorporation" defined.
NRS 92A.008 - "Business trust" defined.
NRS 92A.009 - "Charter document" defined.
NRS 92A.010 - "Constituent document" defined.
NRS 92A.015 - "Constituent entity" defined.
NRS 92A.020 - "Domestic" defined.
NRS 92A.022 - "Domestic business trust" defined.
NRS 92A.025 - "Domestic corporation" defined.
NRS 92A.027 - "Domestic general partnership" defined.
NRS 92A.030 - "Domestic limited-liability company" defined.
NRS 92A.035 - "Domestic limited partnership" defined.
NRS 92A.040 - "Domestic nonprofit corporation" defined.
NRS 92A.045 - "Entity" defined.
NRS 92A.050 - "Exchange" defined.
NRS 92A.055 - "Foreign" defined.
NRS 92A.060 - "Limited partner" defined.
NRS 92A.070 - "Member" defined.
NRS 92A.073 - "Nonprofit cooperative corporation" defined.
NRS 92A.075 - "Owner" defined.
NRS 92A.080 - "Owner’s interest" defined.
NRS 92A.083 - "Principal office" defined.
NRS 92A.090 - "Resulting entity" defined.
NRS 92A.092 - "Senior executive" defined.
NRS 92A.095 - "Statement of intent" defined.
NRS 92A.098 - Notice and other communications.
NRS 92A.100 - Authority for merger; approval, contents and form of plan of merger.
NRS 92A.105 - Authority for conversion; approval, form and contents of plan of conversion.
NRS 92A.110 - Authority for exchange; approval, contents and form of plan of exchange.
NRS 92A.120 - Approval of plan of merger, conversion or exchange for domestic corporation.
NRS 92A.135 - Approval of plan of conversion for domestic general partnership.
NRS 92A.140 - Approval of plan of merger, conversion or exchange for domestic limited partnership.
NRS 92A.160 - Approval of plan of merger or exchange for domestic nonprofit corporation.
NRS 92A.165 - Approval of plan of merger, conversion or exchange for domestic business trust.
NRS 92A.170 - Abandonment of planned merger, conversion or exchange before filing of articles.
NRS 92A.175 - Termination of planned merger, conversion or exchange after filing of articles.
NRS 92A.180 - Merger of subsidiary into parent or parent into subsidiary.
NRS 92A.190 - Merger or exchange with foreign entity.
NRS 92A.195 - Conversion of foreign or domestic entity or foreign or domestic general partnership.
NRS 92A.205 - Filing requirements for conversions.
NRS 92A.207 - Form required for filing of records.
NRS 92A.220 - Duty when entire plan of merger, conversion or exchange is not set forth in articles.
NRS 92A.230 - Signing of articles of merger, conversion or exchange.
NRS 92A.240 - Effective date and time of merger, conversion or exchange; articles of termination.
NRS 92A.250 - Effect of merger, conversion or exchange.
NRS 92A.260 - Liability of owner after merger, conversion or exchange.
NRS 92A.270 - Domestication of undomesticated organization.
NRS 92A.280 - Cancellation of filings.
NRS 92A.305 - "Beneficial stockholder" defined.
NRS 92A.310 - "Corporate action" defined.
NRS 92A.315 - "Dissenter" defined.
NRS 92A.320 - "Fair value" defined.
NRS 92A.325 - "Stockholder" defined.
NRS 92A.330 - "Stockholder of record" defined.
NRS 92A.335 - "Subject corporation" defined.
NRS 92A.340 - Computation of interest.
NRS 92A.350 - Rights of dissenting partner of domestic limited partnership.
NRS 92A.360 - Rights of dissenting member of domestic limited-liability company.
NRS 92A.370 - Rights of dissenting member of domestic nonprofit corporation.
NRS 92A.410 - Notification of stockholders regarding right of dissent.
NRS 92A.420 - Prerequisites to demand for payment for shares.
NRS 92A.430 - Dissenter’s notice: Delivery to stockholders entitled to assert rights; contents.
NRS 92A.450 - Uncertificated shares: Authority to restrict transfer after demand for payment.
NRS 92A.460 - Payment for shares: General requirements.
NRS 92A.500 - Assessment of costs and fees in certain legal proceedings.