Nevada Revised Statutes
Chapter 92A - Mergers, Conversions, Exchanges and Domestications
NRS 92A.205 - Filing requirements for conversions.


1. After a plan of conversion is approved as required by this chapter, if the resulting entity is a domestic entity, the constituent entity shall, at the time of filing the articles of conversion, deliver to the Secretary of State for filing:
(a) Articles of conversion setting forth:
(1) The name and jurisdiction of organization of the constituent entity and the resulting entity; and
(2) That a plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity.
(b) The charter document of the domestic resulting entity required by the applicable provisions of chapter 78, 78A, 78B, 82, 86, 87A, 88, 88A or 89 of NRS.
(c) The information required pursuant to NRS 77.310.
2. After a plan of conversion is approved as required by this chapter, if the resulting entity is a foreign entity, the constituent entity shall deliver to the Secretary of State for filing articles of conversion setting forth:
(a) The name and jurisdiction of organization of the constituent entity and the resulting entity;
(b) That a plan of conversion has been adopted by the constituent entity in compliance with the laws of this State; and
(c) The address of the resulting entity where copies of process may be sent by the Secretary of State.
3. If the entire plan of conversion is not set forth in the articles of conversion, the filing party must include in the articles of conversion a statement that the complete signed plan of conversion is on file at the principal office or with the custodian of records of the resulting entity or, if the resulting entity is a domestic limited partnership, at the principal office or with the custodian of records, as described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330.
4. If the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the charter document to be filed with the Secretary of State pursuant to paragraph (b) of subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date.
5. Any records filed with the Secretary of State pursuant to this section must be accompanied by the fees required pursuant to this title for filing the charter document.
(Added to NRS by 2001, 1404; A 2001, 3199; 2003, 3185; 2003, 20th Special Session, 127; 2007, 484, 1343, 2702; 2009, 1718; 2013, 418; 2015, 1320)

Structure Nevada Revised Statutes

Nevada Revised Statutes

Chapter 92A - Mergers, Conversions, Exchanges and Domestications

NRS 92A.005 - Definitions.

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.130 - Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required.

NRS 92A.133 - Circumstances under which vote of stockholders of domestic corporation not required to authorize merger in which domestic corporation is constituent entity.

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.150 - Approval of plan of merger, conversion or exchange for domestic limited-liability company.

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

NRS 92A.162 - Approval of plan of merger, conversion or exchange for nonprofit cooperative 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.200 - Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts.

NRS 92A.205 - Filing requirements for conversions.

NRS 92A.207 - Form required for filing of records.

NRS 92A.210 - Filing fees.

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.300 - Definitions.

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.380 - Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.

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.

NRS 92A.400 - Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder.

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.440 - Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process.

NRS 92A.450 - Uncertificated shares: Authority to restrict transfer after demand for payment.

NRS 92A.460 - Payment for shares: General requirements.

NRS 92A.470 - Withholding payment for shares acquired on or after date of dissenter’s notice: General requirements.

NRS 92A.480 - Dissenter’s estimate of fair value: Notification of subject corporation; demand for payment of estimate.

NRS 92A.490 - Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter.

NRS 92A.500 - Assessment of costs and fees in certain legal proceedings.