Nevada Law Governing Private Corporations

NEVADA REVISED STATUTES ("NRS")
CHAPTER 78
Private Corporations

[ These were revised in 1997 and should remain effective at least until fall 1999. - staff ]

Abandoned or unclaimed property, NRS ch. 120A
Administrators, corporations may act as, NRS 138.050, 142.010
Advertising and sales practices, liability for false, deceptive or misleading, NRS 207.170-207.177
Banking corporationsÉ
Corporate requirements, NRS ch. 661
Organization, NRS ch. 659
Campground, association for memberships in, NRS 119B.300
Charitable Corporation Act, NRS 81.550-81.660
Criminal actionsÉ
Existence proved by general reputation, NRS 175.241
Misdemeanor penalty when not fixed by statute, NRS 193.160
Summons, NRS 171.112
Development corporations, NRS ch. 670
Dissolution, deceptive trade practices, NRS 598.0999
Economic revitalization and diversification, corporations for, NRS ch. 670A
Eminent domain powers, NRS 37.230
Executors, corporations may act as, NRS 138.050, 142.010
Fictitious name, filing certificate prerequisite to transacting business, NRS 602.010, 602.020
Foreign trade zones, establishment, NRS ch. 237A
Formation by special act prohibited, Const. Art. 8 ‹ 1
Gaming corporations, NRS ch. 463
Insurance companiesÉ
Corporate powers, NRS ch. 693A
Formation, NRS ch. 692B
Insider trading of equity securities, NRS ch. 694A
Insurance Holding Company Law, NRS ch. 692C
Investment securities, Uniform Commercial Code, NRS 104.8101-104.8408
Liability for injuries caused by employees, NRS 41.130
License fees may be imposed by cities, NRS 266.600
Merger or exchange of interest, NRS ch. 92A
Mining corporations, NRS ch. 520
Mortgage includes deed of trust, NRS 0.037
Officers and directorsÉ
Actions against directors, limitations of actions, NRS 11.380
Arrest of corporate officer for misapplication or conversion of funds to his own use, NRS 31.480
Director ousted by quo warranto proceedings, NRS 35.130, 35.230
Industrial insurance coverage, NRS 616B.624, 617.207
Liability of directors for misconduct of director, NRS 35.230
Verification of pleadings by corporate officer, NRS 15.010
PowersÉ
Capacity to sue and be sued, Const. Art. 8 ‹ 5; N.R.C.P. 17(b); JCRCP 17(b)
General law, subject to alteration or repeal, Const. Art. 8 ‹ 1
Process, service on, N.R.C.P. 4(d); JCRCP 4(d)
Professional corporations and associations, NRS ch. 89
Public utility includes parent corporation and affiliated corporation, NRS 704.855
Quo warranto proceedingsÉ
Action by state for nonuse or misuse of franchise, NRS 35.020
Attorney general begins action, NRS 35.030
De facto corporations, NRS 35.010
Dissolution, restraint of corporation, NRS 35.150
Trustee for creditors and stockholders appointed, NRS 35.160, 35.220
Real estate law inapplicable, NRS 645.240
Real property transfer tax, exemption, NRS 375.090
Receiver appointed when corporation dissolved or insolvent, NRS 32.010
Savings and loan associations, loans, NRS 673.3244
Securities, regulation of sales, NRS ch. 90
ShareholdersÉ
Actions against shareholders, limitation of actions, NRS 11.380
Derivative actions by shareholders, NRS 41.520; N.R.C.P. 23.1
Dissenters' rights, NRS 92A.300-92A.500
Liabilities of shareholders, Const. Art. 8 ‹ 3
Special legislation prohibited, Const. Art. 8 ‹ 1
StockÉ
Assessment of, NRS 361.235
Forgery of certificates unlawful, NRS 205.090
Fraudulent issue unlawful, NRS 205.435
Publication of false statements to affect market price unlawful, NRS 205.440
Shares liable for execution, NRS 21.080
Unpaid subscription subject to garnishment, NRS 31.293
TaxationÉ
License tax may be imposed by cities, NRS 266.600
Property taxed in county where situated, Const. Art. 8 ‹ 2; NRS 361.235
Time-share project, association for, NRS 119A.520

Holder and owner of stock are both stockholders. Under ch. 111, Stats. 1865 (cf. NRS ch. 78), relating to corporations, one who holds shares of stock is recognized as stockholder as well as one who owns them. State ex rel. Rankin v. Leete, 16 Nev. 242 (1881)

Receiver appointed for corporation needs further authority to handle affairs of different corporation. Receiver appointed under NRS ch. 78 to handle affairs of one private corporation may not, without additional authority from court, handle affairs of another private corporation. Jones v. Free, 83 Nev. 31, 422 P.2d 551 (1967)

ATTORNEY GENERAL'S OPINIONS.

Certain nonprofit corporations must file new articles to become for profit. Nonstock, nonprofit, cooperative corporation organized under NRS 81.410-81.540 does not have power either through its bylaws or through general powers granted to corporations to change nature of entity to profit corporation by amendment, but must instead file new articles of incorporation as profit corporation under NRS ch. 78. AGO 134 (5-5-1964)

Corporation may not practice medicine unless physicians incorporate under NRS ch. 89. No corporation organized under state's general corporation law (see NRS ch. 78) may lawfully engage in practice of medicine as defined in NRS 630.020, but one or more licensed physicians may practice medicine in corporate form if they are incorporated under NRS ch. 89 (Professional Corporations and Associations Act) and strictly comply with its provisions. AGO 219 (10-3-1977)

1.   As used in this chapter:
(a) "Approval" and "vote" as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent.
(b) "Articles," "articles of incorporation" and "certificate of incorporation" are synonymous terms and unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.195, 78.209, 78.380, 78.385 and 78.390 and any articles of merger or exchange filed pursuant to NRS 92A.200 to 92A.240, inclusive. Unless the context otherwise requires, these terms include restated articles and certificates of incorporation.
(c) "Directors" and "trustees" are synonymous terms.
(d) "Receiver" includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.
(e) "Registered office" means the office maintained at the street address of the resident agent.
(f) "Resident agent" means the agent appointed by the corporation upon whom process or a notice or demand authorized by law to be served upon the corporation may be served.
(g) "Stockholder of record" means a person whose name appears on the stock ledger of the corporation.
2.   General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter.
  [Part 47:177:1925; NCL ‹ 1646] + [83:177:1925; A 1931, 415; 1931 NCL ‹ 1682]É(NRS A 1965, 216; 1977, 184; 1989, 871; 1991, 1207; 1993, 944; 1995, 2093; 1997, 695)

1.   The provisions of this chapter apply to:
(a) Corporations organized in this state on or after October 1, 1991, except: (1) Where the provisions of chapters 80, 84 and 89 of NRS are inconsistent with the provisions of this chapter;
(2) Corporations expressly excluded by the provisions of this chapter; and
(3) Corporations governed by the provisions of NRS 81.170 to 81.540, inclusive, and chapter 82 of NRS.
(b) Corporations whose charters are renewed or revived in the manner provided in NRS 78.730.
(c) Corporations organized and still existing under this chapter before October 1, 1991, or any prior act or any amendment thereto.
(d) Close corporations, unless otherwise provided in chapter 78A of NRS.
(e) All insurance companies, mutual fire insurance companies, surety companies, express companies, railroad companies, and public utility companies now existing and formed before October 1, 1991, under any other act or law of this state, subject to any special provisions concerning any class of corporations inconsistent with the provisions of this chapter, in which case the special provisions continue to apply.
2.   Neither the existence of corporations formed or existing before April 1, 1925, nor any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on April 1, 1925, are affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, nor by the amendment or repeal of any laws under which such prior existing corporations were formed or created.
  [1:177:1925; A 1935, 146; 1937, 4; 1945, 196; 1943 NCL ‹ 1600]É(NRS A 1989, 948; 1991, 1207; 1995, 2094)

Secretary of state may not determine merits of application but may determine rights of corporation. Although secretary of state has no discretion to determine merits of application for incorporation, he may consider statutes dealing with corporations and in applying these may determine rights of corporation as shown on face of its articles. AGO 677 (9-22-1948)

Assessment of stock permitted by corporation organized under prior law. Corporation organized under 1885 law authorizing assessment of capital stock may make such assessments notwithstanding fact that present statutes prohibit them. AGO 165 (5-6-1952)

1.   Insurance companies, mutual fire insurance companies, surety companies, express companies and railroad companies may be formed under this chapter, but such a corporation may not:
(a) Transact any such business within this state until it has first complied with all laws concerning or affecting the right to engage in such business.
(b) Infringe the laws of any other state or country in which it may intend to engage in business, by so incorporating under this chapter.
2.   No trust company, savings and loan association, thrift company or corporation organized for the purpose of conducting a banking business may be organized under this chapter.
  [Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]É(NRS A 1975, 1; 1983, 117; 1997, 1014)

Foreign trust company must qualify under banking law to deal in mortgages. Foreign trust company, in order to buy, sell mortgages on real estate in Nevada, must qualify under banking laws rather than general corporation laws. AGO 709 (12-17-1948)

NRS 78.025   Reserved power of state to amend or repeal chapter; chapter part of corporation's charter.   This chapter may be amended or repealed at the pleasure of the legislature, and every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all stockholders of such corporation shall be bound by such amendment; but such amendment or repeal shall not take away or impair any remedy against any corporation, or its officers, for any liability which shall have been previously incurred. This chapter, and all amendments thereof, shall be a part of the charter of every corporation, except so far as the same are inapplicable and inappropriate to the objects of the corporation.
  [2:177:1925; NCL ‹ 1601]

No vested right to immunity from further regulation. Reservation of right to change corporation laws by legislature means that no corporation can claim any vested right to be immune from further regulation. AGO 91 (8-4-1955)

1.   A corporation may correct a document filed by the secretary of state if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged.
2.   To correct a document, the corporation shall:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation;
(2) Describes the document, including, without limitation, its filing date;
(3) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution or other formal authentication was defective;
(4) Corrects the incorrect statement or defective execution; and
(5) Is signed by an officer of the corporation; and
(b) Deliver the certificate to the secretary of state for filing.
3.   A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate is effective when filed.
  (Added to NRS by 1997, 693)

1.   One or more persons may establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by:
(a) Executing, acknowledging and filing in the office of the secretary of state articles of incorporation; and
(b) Filing a certificate of acceptance of appointment, executed by the resident agent of the corporation, in the office of the secretary of state.
2.   The articles of incorporation must be as provided in NRS 78.035, and the secretary of state shall require them to be in the form prescribed. If any articles are defective in this respect, the secretary of state shall return them for correction.
  [3:177:1925; A 1931, 415; 1931 NCL ‹ 1602]É(NRS A 1963, 70; 1979, 394; 1981, 1888; 1989, 948; 1991, 1208; 1995, 2095)

Restriction to lawful purposes. In proceeding by judgment creditor of one corporation against assets of another which was bankrupt, principle that corporate identity could not be used to perpetrate fraud or illegal acts because NRS 78.030 only permits formation of corporation for lawful business did not apply to minor transfers by corporation to stockholders which were not shown to be fraudulent conveyances. In re Twin Lakes Village, Inc., 2 B.R. 532 (Bankr. D. Nev. 1980)

Incorporator cannot take own acknowledgment. Incorporator cannot take his own acknowledgment on articles or incorporation. AGO 110 (1-9-1914)

County clerk cannot charge recording fee to file articles. County clerk not required to record articles of incorporation. Thus he cannot charge recording fee at time articles filed. AGO 25 (3-29-1917)

Within discretion of secretary of state to determine compliance with law. It is within discretion of secretary of state to determine whether articles of incorporation submitted to him comply, on their face, with statutory requirements. AGO 29 (3-29-1955)

1.   The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as "Incorporated," "Limited," "Inc.," "Ltd.," "Company," "Co.," "Corporation," "Corp.," or other word which identifies it as not being a natural person.
2.   The name of the person designated as the corporation's resident agent, the street address of the resident agent where process may be served upon the corporation, and the mailing address of the resident agent if different from the street address.
3.   The number of shares the corporation is authorized to issue and, if more than one class or series of stock is authorized, the classes, the series and the number of shares of each class or series which the corporation is authorized to issue, unless the articles authorize the board of directors to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78.195 and 78.196.
4.   Whether the members of the governing board are styled as directors or trustees of the corporation, and the number, names and post office box or street addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors as provided in NRS 78.115.
5.   The name and post office box or street address, either residence or business of each of the incorporators executing the articles of incorporation.
  [Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]É(NRS A 1957, 75; 1967, 769; 1981, 1888; 1985, 1785; 1987, 81, 574, 1054; 1991, 1208; 1993, 945; 1995, 2095)

Effect on venue. Where official corporate documents designated Washoe County as principal place of business of corporation but actual location of business conducted by corporation was in Pershing County, motion by defendant corporation under NRS 13.040 to change venue from Washoe County to Pershing County was improperly granted, although motion under NRS 13.050 on ground of convenience of witnesses might have been granted, because one purpose of statute requiring corporation to designate location of principal office or place of business was to fix its location or residence under venue statutes, and corporation would not be permitted to contradict its official documents on file with secretary of state. (See NRS 78.055 and 78.090 and former provisions of NRS 78.035 and 78.110.) Flournoy v. McKinnon Ford Sales, 90 Nev. 119, 520 P.2d 600 (1974)

Articles are contract. Articles of incorporation constitute contract between incorporators and state and between incorporators and shareholders. AGO 43 (4-14-1955)

Ministerial duty of filing. Secretary of state's duty in connection with filing corporate papers is ministerial. AGO 193 (9-4-1925)

Must file articles that comply with law. Duties of secretary of state with respect to filing articles of incorporation are ministerial; if articles comply with statute, he has no discretion and may be compelled by mandamus to file them. AGO 33 (5-28-1931)

Clear invalidity required to refuse articles; corporation with similar name may seek injunction. Secretary of state not authorized to refuse to file articles of incorporation unless clearly invalid. Thus, where there is problem as to similarity of names secretary of state has duty to file articles; injured corporation's remedy is injunction. AGO A-52 (2-15-1940)

May not determine merits of application; may determine rights of corporation. Although secretary of state has no discretion to determine merits of application for incorporation, he may consider statutes dealing with corporations and in applying these may determine rights of corporation as shown on face of its articles. AGO 677 (9-22-1948)

Powers limited to specific grants. Secretary of state is ministerial officer concerning corporations; can exercise only such powers as specifically granted by statute. AGO 776 (7-14-1949)

May determine facial compliance with law. It is within discretion of secretary of state to determine whether articles of incorporation submitted to him comply, on their face, with statutory requirements. AGO 29 (3-29-1955)

Articles invalid that authorize directors to issue stock without providing for stock. Under NCL ‹ 1610 (cf. NRS 78.195) corporate directors may be authorized to issue various classes of stock upon their own resolution. However, such classes of stock must be already provided for in the articles as required by NCL. Articles authorizing directors to issue such stock without specifically providing for such stock are invalid. AGO 100 (9-8-1955)

Valid to provide for variable number of directors. Statement in articles of incorporation that board of directors shall not be less than three nor more than seven is valid. AGO 280 (9-29-1927)

Religious or charitable corporations not required to adopt or file articles. Religious or charitable corporations are not required to adopt articles of incorporation or file them with secretary of state. AGO B-30 (1-7-1941)

No certificate of qualification when subordinate in authority to domestic organization. The Most Worshipful St. Andrew's Lodge A.F. & A.M. Scottish Rite of California is not entitled to file and receive certificate of qualification as it is subordinate in authority to Free and Accepted Masons of Nevada. AGO 677 (9-22-1948)

1.   A provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but such a provision must not eliminate or limit the liability of a director or officer for:
(a) Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or
(b) The payment of distributions in violation of NRS 78.300.
2.   Any provision, not contrary to the laws of this state, for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, and the stockholders, or any class of the stockholders, or the holders of bonds or other obligations of the corporation, or governing the distribution or division of the profits of the corporation.
  (Added to NRS by 1987, 80; A 1991, 1210; 1993, 945)

1.   The name proposed for a corporation must be distinguishable from the names of all other artificial persons organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose names are on file in the office of the secretary of state. If a proposed name is not so distinguishable, the secretary of state shall return the articles of incorporation containing the proposed name to the incorporator, unless the written acknowledged consent of the holder of the registered or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
2.   For the purposes of this section and NRS 78.040, a proposed name is not distinguished from a registered or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name or any combination of these.
3.   The name of a corporation whose charter has been revoked, whose existence has terminated, which has merged and is not the surviving corporation, or which for any other reason is no longer in good standing in this state is available for use by any other artificial person.
  (Added to NRS by 1975, 477; A 1987, 1056; 1991, 1210; 1993, 945; 1997, 2807)

Common law of unfair competition applicable under circumstances where statutes inapplicable. In diversity action against Nevada corporation for trade-mark infringement, because (1) provisions of former NRS 600.010 et seq. (cf. NRS 600.240 et seq.), relating to protection of trade-marks, were inapplicable because plaintiff foreign corporation had not registered trade-mark with secretary of state, and (2) protection under former provisions of NRS 78.035 (cf. NRS 78.039), prohibiting use of same or deceptively similar corporate name, was not available because foreign corporation was not authorized to do business in Nevada, claim was brought under Nevada's common law of unfair competition because of deceptive similarity between corporate names. Wells Fargo & Co. v. Wells Fargo Express Co., 358 F. Supp. 1065 (1973)

Reorganized corporation may adopt name similar to original. Statute prohibiting similar names does not apply to reorganized corporation desirous of adopting name similar to that of original corporation. AGO 110 (1-9-1914)

Conflicts in names determined by records of secretary of state. Secretary of state should stand on records in his office in determining whether name of proposed corporation conflicts with name of existing corporation. AGO 134 (5-19-1920)

May use name inferring different business than authorized. Use of words "Investment Trust" or "Trust Company" in name of corporation organized under general corporation law does not make name invalid merely because such words infer different business than that authorized. AGO 33 (5-28-1931)

Certain similarity in names permissible. Similarity of corporate names "Peoples Furniture Exchange, Inc." and "Peoples Furniture Company, Inc." is not sufficient to warrant secretary of state to refuse to file articles. AGO A-52 (2-15-1940)

Intent of statute. Intent of NCL ‹ 1603 (cf. NRS 78.035 and 80.010) is to prevent confusion, fraud and infringement. AGO 50 (4-26-1951)

Determination of similarity of names based on standard of reasonable person. In determining whether two corporate names are so similar as to be misleading, it is not sufficient that some person may possibly be misled, but similarity must be such that any reasonable person would be likely to mistake one for the other. Thus the names "Nevaco Lumber Co." and "Nevada Lumber Co." may exist together. AGO 50 (4-26-1951)

Secondary meaning required for right to exclusive use of geographical words. Corporation cannot acquire right to exclusive use of geographical words in corporate name unless such words have acquired in mind of public secondary meaning as denoting goods or business of that particular corporation. Thus Nevaco Lumber Co. is valid name even though Nevada Lumber Co. already exists. AGO 50 (4-26-1951)

Certificate of qualification denied for similarity of name. Sovereign council of Independent Free and Accepted Masons, Inc., is not entitled to file and receive certificate of qualification to do business in state because of similarity of name to Grand Lodge of the Ancient Order of Free and Accepted Masons. AGO 226 (1-12-1953)

Corporation must have distinguishable name; test; reason for rule. Corporation must be given name distinguishable from any other corporation. Test to be employed is whether there is sufficient similarity of names as to mislead or produce confusion. Primary reason for the rule is to protect the public and prevent deception as well as to prevent unfair trade practices between corporations. AGO 29 (3-29-1955)

Purposes for prohibiting similar names. Purposes of statute prohibiting deceptively similar names of corporations are: (1) protection of vested rights to corporate names; (2) protection of public from deception, confusion; (3) prevention of unnecessary litigation. AGO 42 (4-14-1955)

Similarity does not require intent. Term "deceptively similar" refers to deception of general public, is not requirement that there be actual intent to deceive. AGO 42 (4-14-1955)

Secretary of state may determine similarity in names; cannot consider unity of ownership or management unless in articles. Secretary of state has discretion to determine whether or not deceptive similarity exists in name of existing corporation and name of proposed corporation, and his decision is final and reviewable only by courts. However, in making such determination he cannot consider information as to unity of ownership of present and proposed corporation, or unity of proposed management, unless such information appears in articles. AGO 42 (4-14-1955)

Test for determining whether name of business is deceptively similar to another name is whether person of average intelligence would be mislead. Secretary of state has authority to determine whether name of business entity filing articles of incorporation is deceptively similar to name of another business entity already on file. In determining whether name is deceptively similar, general rule is to determine whether similarity of names is such as to mislead person of average intelligence. (See NRS 78.039.) AGO 94-11 (5-25-1994)

1.   The secretary of state, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 78.039, for the use of any proposed corporation. During the period, a name so reserved is not available for use by any corporation, limited partnership or limited-liability company without the consent of the person at whose request the reservation was made.
2.   The use by any corporation, limited partnership or limited-liability company of a name in violation of NRS 78.039 or subsection 1 of this section may be enjoined, notwithstanding the fact that the articles of incorporation or organization of the corporation or limited-liability company, or the certificate of limited partnership, may have been filed by the secretary of state.
  [4a:177:1925; added 1931, 415; 1931 NCL ‹ 1603.01] + [4b:177:1925; added 1931, 415; 1931 NCL ‹ 1603.02]É(NRS A 1963, 64; 1979, 395; 1981, 472; 1987, 1056; 1993, 946)

Clear invalidity required to refuse articles; corporation with similar name may seek injunction. Secretary of state not authorized to refuse to file articles of incorporation unless clearly invalid. Thus, where there is problem as to similarity of names secretary of state has duty to file articles; injured corporation's remedy is injunction. AGO A-52 (2-15-1940)

1.   The secretary of state shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this state which provides that the name of the corporation contain the word "bank" or "trust," unless:
(a) It appears from the articles or the certificate of amendment that the corporation proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank or savings and loan association; and
(b) The articles or certificate of amendment is first approved by the commissioner of financial institutions.
2.   The secretary of state shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the provisions of this chapter when it appears from the articles or the certificate of amendment that the business to be carried on by the corporation is subject to supervision by the commissioner of insurance or by the commissioner of financial institutions, unless the articles or certificate of amendment is first approved by the commissioner who will be supervising the business of the corporation.
3.   Except as otherwise provided in subsection 4, the secretary of state shall not accept for filing any articles of incorporation or any certificate or amendment of articles of incorporation of any corporation formed pursuant to the laws of this state if the name of the corporation contains the words "engineer," "engineered," "engineering," "professional engineer" or "licensed engineer" unless:
(a) The state board of professional engineers and land surveyors certifies that the principals of the corporation are licensed to practice engineering pursuant to the laws of this state; or
(b) The state board of professional engineers and land surveyors certifies that the corporation is exempt from the prohibitions of NRS 625.520.
4.   The provisions of subsection 3 do not apply to any corporation, whose securities are publicly traded and regulated by the Securities Exchange Act of 1934, which does not engage in the practice of professional engineering.
5.   The commissioner of financial institutions and the commissioner of insurance may approve or disapprove the articles or amendments referred to them pursuant to the provisions of this section.
  [4.5:177:1925; added 1949, 520; 1943 NCL ‹ 1603.1]É(NRS A 1977, 1056; 1979, 1102; 1983, 467, 1696; 1987, 1873; 1993, 128; 1995, 1112; 1997, 1058)

1.   Upon the filing of the articles of incorporation and the certificate of acceptance pursuant to NRS 78.030, and the payment of the filing fees, the secretary of state shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed. From the date the articles are filed, the corporation is a body corporate, by the name set forth in the articles of incorporation, subject to the forfeiture of its charter or dissolution as provided in this chapter.
2.   Neither an incorporator nor a director designated in the articles of incorporation thereby becomes a subscriber or stockholder of the corporation.
3.   The filing of the articles of incorporation does not, by itself, constitute commencement of business by the corporation.
  [Part 5:177:1925; NCL ‹ 1604]É(NRS A 1989, 948; 1991, 1211; 1993, 946)

Effect on venue. Where official corporate documents designated Washoe County as principal place of business of corporation but actual location of business conducted by corporation was in Pershing County, motion by defendant corporation under NRS 13.040 to change venue from Washoe County to Pershing County was improperly granted, although motion under NRS 13.050 on ground of convenience of witnesses might have been granted, because one purpose of statute requiring corporation to designate location of principal office or place of business was to fix its location or residence under venue statutes, and corporation would not be permitted to contradict its official documents on file with secretary of state. (See NRS 78.055 and 78.090 and former provisions of NRS 78.035 and 78.110.) Flournoy v. McKinnon Ford Sales, 90 Nev. 119, 520 P.2d 600 (1974)

1.   Any corporation organized under the provisions of this chapter:
(a) Has all the rights, privileges and powers conferred by this chapter.
(b) Has such rights, privileges and powers as may be conferred upon corporations by any other existing law.
(c) May at any time exercise those rights, privileges and powers, when not inconsistent with the provisions of this chapter, or with the purposes and objects for which the corporation is organized.
(d) Unless otherwise provided in its articles, has perpetual existence.
2.   Every corporation, by virtue of its existence as such, is entitled:
(a) To have succession by its corporate name until dissolved and its affairs are wound up according to law.
(b) To sue and be sued in any court of law or equity.
(c) To make contracts.
(d) To hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate includes the power to take it by devise or bequest in this state, or in any other state, territory or country.
(e) To appoint such officers and agents as the affairs of the corporation require, and to allow them suitable compensation.
(f) To make bylaws not inconsistent with the constitution or laws of the United States, or of this state, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders.
(g) To wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter.
(h) Unless otherwise provided in the articles, to engage in any lawful activity.
  [Part 8:177:1925; NCL ‹ 1607] + [91:177:1925; NCL ‹ 1690]É(NRS A 1969, 99; 1991, 1211)

Corporate real property must be necessary for corporate purposes. Corporation may hold only such real property as is necessary for purposes of corporation, sec. 4, ch. 111, Stats. 1864-1865 (cf. NRS 78.060 and 78.070). Whitman Gold & Silver Mining Co. v. Baker, 3 Nev. 386 (1867)

Quorum necessary to amend provision in bylaws for quorum. Under NRS 78.060, 78.115 and 78.315, which relate to powers, boards of directors, and meetings of directors of corporations, bylaw which provided that four of five directors were necessary to constitute quorum was valid, and purported amendment to bylaws of corporation by three of five members of board in absence of other two was void. Olincy v. Merle Norman Cosmetics, Inc., 19 Cal. Rptr. 387 (Dist. Ct. App. 1962)

1.   Every corporation, by virtue of its existence as such, shall have power to adopt and use a common seal or stamp, and alter the same at pleasure.
2.   The use of a seal or stamp by a corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.
  [Part 8:177:1925; NCL ‹ 1607] + [85:177:1925; A 1953, 180]É(NRS A 1967, 102; 1971, 1100)

Corporate acts valid without seal. Corporation has discretion to adopt seal or not. If seal is adopted, acts of corporation are not invalid merely because seal not used. AGO 121 (12-6-1951)

1.   To borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or other security, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object.
2.   To guarantee, purchase, hold, take, obtain, receive, subscribe for, own, use, dispose of, sell, exchange, lease, lend, assign, mortgage, pledge, or otherwise acquire, transfer or deal in or with bonds or obligations of, or shares, securities or interests in or issued by, any person, government, governmental agency or political subdivision of government, and to exercise all the rights, powers and privileges of ownership of such an interest, including the right to vote, if any.
3.   To purchase, hold, sell, pledge and transfer shares of its own stock, and use therefor its property or money.
4.   To conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in this state, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, Puerto Rico and any foreign countries.
5.   To do everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not the business is similar in nature to the objects set forth in the articles of incorporation, except that:
(a) A corporation created under the provisions of this chapter does not possess the power of issuing bills, notes or other evidences of debt for circulation of money; and
(b) This chapter does not authorize the formation of banking corporations to issue or circulate money or currency within this state, or outside of this state, or at all, except the federal currency, or the notes of banks authorized under the laws of the United States.
6.   To make donations for the public welfare or for charitable, scientific or educational purposes.
7.   To enter into any relationship with another person in connection with any lawful activities.
  [9:177:1925; A 1931, 415; 1949, 158; 1953, 180]É(NRS A 1959, 690; 1963, 1146; 1969, 117; 1987, 576; 1991, 1212; 1993, 947; 1997, 696)

1.   Cause such examination and surveys for the proposed railroad to be made as may be necessary to the selection of the most advantageous route for the railroad, and for such purposes, by their officers, agents and employees, to enter upon the lands or waters of any persons, but subject to responsibility for all damages which they do thereto.
2.   Receive, hold, take and convey, by deed or otherwise, as a natural person might or could do, such voluntary grants and donations of real estate, and other property of every description, as may be made to it to aid and encourage the construction, maintenance and accommodation of the railroad.
3.   Purchase, and by voluntary grants and donations receive and take, and by its officers, engineers, surveyors and agents, enter upon and take possession of, and hold and use, in any manner they may deem proper, all such lands and real estate, and other property as the directors may deem necessary and proper for the construction and maintenance of the railroad, and for the stations, depots and other accommodations and purposes, deemed necessary to accomplish the object for which the corporation is formed.
4.   Lay out its road or roads, not exceeding 200 feet wide, and construct and maintain the road with such tracks and with such appendages as may be deemed necessary for the convenient use of it. The company may make embankments, excavations, ditches, drains, culverts or otherwise, and procure timber, stone and gravel, or other materials, and may take as much more land, whenever they may think proper, as may be necessary for the purposes aforesaid, in the manner hereinafter provided, for the proper construction and security of the road.
5.   Construct their road across, along or upon any stream of water, watercourse, roadstead, bay, navigable stream, street, avenue or highway, or across any railway, canal, ditch or flume which the route of its road intersects, crosses or runs along, in such manner as to afford security for life and property. The corporation shall restore the stream or watercourse, road, street, avenue, highway, railroad, canal, ditch or flume thus intersected to its former state, as near as may be, or in a sufficient manner not to have impaired unnecessarily its usefulness or injured its franchises.
6.   Cross, intersect, join and unite its railroad with any other railroad, either before or after constructed, at any point upon its route, and upon the grounds of such other railroad company, with the necessary turnouts, sidings and switches, and other conveniences, in furtherance of the objects of its connections; and every company whose railroad is, or will be hereafter, intersected by any new railroad in forming such intersections and connection, and grant the facilities aforesaid. If the two corporations cannot agree upon the amount of compensation to be made therefor, or the points or the manner of such crossings, intersections and connections, the same must be ascertained and determined by commissioners, to be appointed as is provided hereinafter in respect to the taking of lands, but this section is not to affect the rights and franchises heretofore granted.
7.   Purchase lands, timber, stone, gravel or other materials to be used in the construction and maintenance of its road, or take them in the manner provided by this chapter. The railroad company may change the line of its road, in whole or in part, whenever a majority of the directors determine, as is provided hereinafter, but no such change may vary the general route of a road, as contemplated in the articles of incorporation of the company.
8.   Receive by purchase, donation or otherwise, any lands, or other property, of any description, and hold and convey it in any manner the directors may think proper, the same as natural persons might or could do, that may be necessary for the construction and maintenance of its road, or for the erection of depots, turnouts, workshops, warehouses or for any other purposes necessary for the convenience of railroad companies, in order to transact the business usual for railroad companies.
9.   Take, transport, carry and convey persons and property on their railroad, by the force and power of steam, of animals, or any mechanical power, or by any combinations of them, and receive tolls or compensation therefor.
10.   Erect and maintain all necessary and convenient buildings, stations, depots and fixtures and machinery for the accommodation and use of their passengers, freight and business, obtain and hold the lands and other property necessary therefor, and acquire additional lands and rights of way and build and operate extensions or branches of its line of railroad.
11.   Regulate the time and manner in which passengers and property are transported, and the tolls and compensation to be paid therefor, within the limits prescribed by law.
12.   Regulate the force and speed of their locomotives, cars, trains or other machinery used and employed on their road, and establish, execute and enforce all needful and proper rules and regulations fully and completely for the management of its business transactions usual and proper for railroad companies.
13.   Purchase, hold, sell and transfer shares of its own stock, bonds, debentures, or other securities issued by it, except that:
(a) No corporation may use its funds or property for the purchase of its own shares of stock when such use would cause any impairment of the capital of the corporation; and
(b) Shares of its own stock belonging to the corporation must not be voted upon, directly or indirectly, nor counted as outstanding for the purpose of any stockholders' quorum or vote.
14.   Acquire, own, and operate motor vehicles, and air transportation facilities, and transport persons and property along and over the streets and highways of this state, for the transportation, for hire, of passengers, property and freight, either directly or through a subsidiary company or companies, subject to all relevant provisions of law concerning permits, licenses, franchises and the regulation of such form of transportation by motor vehicles or other agencies.

Railroad not protected in use of steam whistle resulting in injury. Sec. 17, ch. 146, Stats. 1865 (cf. NRS 78.075), authorizing railroad corporations to erect and maintain all necessary and convenient buildings, stations, depots, fixtures and machinery for accommodation of its business, did not protect railroad incorporated under Nevada Laws in use of steam whistle in its railroad yards within city where sounding of such whistle resulted in injury to another. Powell v. Nevada, Cal. & Ore. Ry., 28 Nev. 40, 78 Pac. 978 (1904)

1.   The right of way is hereby given and granted to all railroad companies that are now organized, or may be organized under the provisions of this chapter, or under the laws of any other state or territory, or under any act of Congress, to locate, construct and maintain their roads, or any part or parcel thereof, over and through any of the swamp or overflowed lands belonging to this state, or any other public lands which are now or may be the property of the state, at the time of constructing the railroad.
2.   Such railroad companies are hereby authorized to survey and mark through the lands of the state, to be held by them for the track of their respective railroads, 200 feet in width, for the whole length the roads may be located over the lands of the state; and the right is hereby further given and granted to the companies to locate, occupy and hold all necessary sites and grounds for watering places, depots or other buildings, for the convenient use of the same, along the line of the road or roads, so far as the places convenient for the same may fall upon the lands belonging to the state, except within the limits of any incorporated city or town, or within 3 miles where the same shall be taken, on paying to the state the value of the same.
3.   No one depot, watering place, machine or workshop, or other buildings for the convenient use of such roads, shall cover over 6 acres each, and the sites or places on the lands of this state shall not be nearer to each other than 5 miles along the line of the roads.
4.   The right is hereby further given and granted to the companies to take from any of the lands belonging to this state all such materials of earth, wood, stone or other materials whatever, as may be necessary or convenient, from time to time, for the first construction or equipment of the road or roads, or any part thereof.
5.   If any road, at any time after its location, shall be discontinued or abandoned by the company or companies, or the location of any part thereof be so changed as not to cover the lands of the state thus previously occupied, then the lands so abandoned or left shall revert to this state.
6.   When the location of the route of either of the railroads, or sites or places for depots, watering places, machine or workshops or other buildings for the convenient use of the same, shall be selected, the secretary of the company shall transmit to the director of the state department of conservation and natural resources, and to the state controller, and to the recorder of the county in which the lands so selected are situated, to each of the officers, a correct plot of the location of the railroad, or sites or places, before such selection shall become operative.
7.   When any such company shall, for its purposes aforesaid, require any of the lands belonging to any of the counties, cities or towns in this state, the county, city and town officers, respectively, having charge of such lands, may grant and convey such land to such company, for a compensation which shall be agreed upon between them, or may donate and convey the same without any compensation; and if they shall not agree upon the sale and price, the same may be taken by the company as is provided in other cases of taking lands by condemnation.
8.   Before any corporation incorporated or organized otherwise than under the laws of this state shall be entitled to any of the rights granted by this chapter, it shall file in the office of the county recorder of each county in which the railroad, or any part, extension or branch thereof shall be situate, a copy of its certificate or articles of incorporation, or of the act or law by which it was created, with the certified list of its officers, in the manner and form required by law.
  [9(b):177:1925; added 1945, 196; 1943 NCL ‹ 1608.02]É(NRS A 1957, 653)

1.   Every railroad company in this state shall, within 90 days after its road is finally located:
(a) Cause to be made a map and profile thereof, and of the land taken and obtained for the use thereof, and the boundaries of the several counties through which the road may run;
(b) File the same in the office of the secretary of state and a duplicate thereof with the public utilities commission of Nevada; and
(c) Cause to be made like maps of the parts thereof located in different counties, and file the same in the office of the recorder of the county in which such parts of the road are located.
2.   The maps and profiles must be certified by the chief engineer, the acting president, and secretary of such company and copies of the same, so certified and filed as required by subsection 1, must be kept in the office of the company, subject to examination by all interested persons.
  [9(d):177:1925; added 1945, 196; 1943 NCL ‹ 1608.04]É(NRS A 1997, 1963)

1.   Except during any period of vacancy described in NRS 78.097, every corporation must have a resident agent who resides or is located in this state. Every resident agent must have a street address for the service of process, and may have a separate mailing address such as a post office box, which may be different from the street address. The street address of the resident agent is the registered office of the corporation in this state.
2.   If the resident agent is a bank or corporation, it may:
(a) Act as the fiscal or transfer agent of any state, municipality, body politic or corporation and in that capacity may receive and disburse money.
(b) Transfer, register and countersign certificates of stock, bonds or other evidences of indebtedness and act as agent of any corporation, foreign or domestic, for any purpose required by statute, or otherwise.
(c) Act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and accept and execute any other municipal or corporate trust not inconsistent with the laws of this state.
(d) Receive and manage any sinking fund of any corporation, upon such terms as may be agreed upon between the corporation and those dealing with it.
3.   Every corporation organized pursuant to this chapter which fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the state, before any court of competent jurisdiction, by action at law prosecuted by the attorney general or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.
4.   All legal process and any demand or notice authorized by law to be served upon a corporation may be served upon the resident agent of the corporation in the manner provided in subsection 2 of NRS 14.020. If any demand, notice or legal process, other than a summons and complaint, cannot be served upon the resident agent, it may be served in the manner provided in NRS 14.030. These manners and modes of service are in addition to any other service authorized by law.
  [78:177:1925; A 1929, 413; NCL ‹ 1677] + [Part 79:177:1925; NCL ‹ 1678]É(NRS A 1959, 682; 1969, 571; 1987, 1057; 1989, 949, 975, 1971; 1991, 1213; 1993, 948; 1995, 2095)

1.   Within 30 days after changing the location of his office from one address to another in this state, a resident agent shall execute a certificate setting forth:
(a) The names of all the corporations represented by the resident agent;
(b) The address at which the resident agent has maintained the registered office for each of such corporations; and
(c) The new address to which the resident agency will be transferred and at which the resident agent will thereafter maintain the registered office for each of the corporations recited in the certificate.
2.   Upon the filing of the certificate in the office of the secretary of state the registered office in this state of each of the corporations recited in the certificate is located at the new address of the resident agent thereof as set forth in the certificate.
  [1:17:1931; 1931 NCL ‹ 1677.01]É(NRS A 1983, 261; 1989, 871; 1991, 1214; 1993, 948; 1995, 1112)

1.   A resident agent who desires to resign shall file with the secretary of state a signed statement for each corporation that he is unwilling to continue to act as the agent of the corporation for the service of process. The execution of the statement must be acknowledged. A resignation is not effective until the signed statement is filed with the secretary of state.
2.   The statement of resignation may contain an acknowledged statement of the affected corporation appointing a successor resident agent for that corporation. A certificate of acceptance executed by the new resident agent, stating the full name, complete street address and, if different from the street address, mailing address of the new resident agent, must accompany the statement appointing a successor resident agent.
3.   Upon the filing of the statement of resignation with the secretary of state the capacity of the resigning person as resident agent terminates. If the statement of resignation contains no statement by the corporation appointing a successor resident agent, the resigning resident agent shall immediately give written notice, by mail, to the corporation of the filing of the statement and its effect. The notice must be addressed to any officer of the corporation other than the resident agent.
4.   If a resident agent dies, resigns or removes from the state, the corporation, within 30 days thereafter, shall file with the secretary of state a certificate of acceptance executed by the new resident agent. The certificate must set forth the full name and complete street address of the new resident agent for the service of process, and may have a separate mailing address, such as post office box, which may be different from the street address.
5.   A corporation that fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its former resident agent shall be deemed in default and is subject to the provisions of NRS 78.170 and 78.175.
  (Added to NRS by 1959, 681; A 1967, 89; 1969, 11; 1989, 949; 1991, 1214; 1993, 949)

1.   A corporation shall keep a copy of the following records at its registered office:
(a) A copy certified by the secretary of state of its articles of incorporation, and all amendments thereto;
(b) A copy certified by an officer of the corporation of its bylaws and all amendments thereto; and
(c) A stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively. In lieu of the stock ledger or duplicate stock ledger, the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.
2.   A corporation shall maintain the records required by subsection 1 in written form or in another form capable of conversion into written form within a reasonable time.
3.   Any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding his demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least 5 days' written demand is entitled to inspect in person or by agent or attorney, during usual business hours, the records required by subsection 1 and make copies therefrom. Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection. Every corporation that neglects or refuses to keep the records required by subsection 1 open for inspection, as required in this subsection, shall forfeit to the state the sum of $25 for every day of such neglect or refusal.
4.   If any corporation willfully neglects or refuses to make any proper entry in the stock ledger or duplicate copy thereof, or neglects or refuses to permit an inspection of the records required by subsection 1 upon demand by a person entitled to inspect them, or refuses to permit copies to be made therefrom, as provided in subsection 3, the corporation is liable to the person injured for all damages resulting to him therefrom.
5.   When the corporation keeps a statement in the manner provided for in paragraph (c) of subsection 1, the information contained thereon must be given to any stockholder of the corporation demanding the information, when the demand is made during business hours. Every corporation that neglects or refuses to keep a statement available, as in this subsection required, shall forfeit to the state the sum of $25 for every day of such neglect or refusal.
6.   In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney executed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.
7.   The right to copy records under subsection 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.
8.   The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any documents provided to the stockholder.
  [80:177:1925; A 1951, 332]É(NRS A 1959, 29; 1963, 217; 1965, 978; 1991, 1214; 1997, 697)

1.   An inspection authorized by NRS 78.105 may be denied to a stockholder or other person upon his refusal to furnish to the corporation an affidavit that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the corporation and that he has not at any time sold or offered for sale any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record of stockholders for any such purpose.
2.   It is a defense to any action for penalties or damages under NRS 78.105 that the person suing has at any time sold, or offered for sale, any list of stockholders of the corporation, or any other corporation, or has aided or abetted any person in procuring any such stock list for any such purpose, or that the person suing desired inspection for a purpose which is in the interest of a business or object other than the business of the corporation.
3.   This section does not impair the power or jurisdiction of any court to compel the production for examination of the books of a corporation in any proper case.
  (Added to NRS by 1997, 693)

1.   The name of the corporation;
2.   That the change authorized by this section is effective upon the filing of the certificate of change;
3.   The street address of its present registered office;
4.   If the present registered office is to be changed, the street address of the new registered office;
5.   The name of its present resident agent; and
6.   If the present resident agent is to be changed, the name of the new resident agent. A new resident agent's certificate of acceptance must be a part of or attached to the certificate of change.
  [89:177:1925; NCL ‹ 1688]É(NRS A 1959, 683; 1989, 950; 1991, 1216; 1995, 2096)

1.   Subject only to such limitations as may be provided by this chapter, or the articles of incorporation of the corporation, the board of directors has full control over the affairs of the corporation.
2.   Subject to the bylaws, if any, adopted by the stockholders, the directors may make the bylaws of the corporation.
3.   The selection of a period for the achievement of corporate goals is the responsibility of the directors.
  [Part 31:177:1925; NCL ‹ 1630]É(NRS A 1991, 1217)

1.   Unless it is otherwise provided in the articles of incorporation, the board of directors may designate one or more committees which, to the extent provided in the resolution or resolutions or in the bylaws of the corporation, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.
2.   The committee or committees must have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.
3.   Each committee must include at least one director. Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may appoint natural persons who are not directors to serve on committees.
  [32:177:1925; A 1929, 413; NCL ‹ 1631]É(NRS A 1971, 1100; 1991, 1217; 1993, 949)

1.   Every corporation must have a president, a secretary and a treasurer.
2.   Every corporation may also have one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents as may be deemed necessary.
3.   All officers must be natural persons and must be chosen in such manner, hold their offices for such terms and have such powers and duties as may be prescribed by the bylaws or determined by the board of directors. Any natural person may hold two or more offices.
4.   An officer holds office after the expiration of his term until a successor is chosen or until his resignation or removal before the expiration of his term. A failure to elect officers does not require the corporation to be dissolved. Any vacancy occurring in an office of the corporation by death, resignation, removal or otherwise, must be filled as the bylaws provide, or in the absence of such a provision, by the board of directors.
  [36:177:1925; A 1937, 291; 1931 NCL ‹ 1635]É(NRS A 1960, 152; 1991, 1217; 1993, 950)

1.   The statement in the articles of incorporation of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or stockholders, an authorization to the directors and a limitation upon the actual authority of the representatives of the corporation. Such limitations may be asserted in a proceeding by a stockholder or the state to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or to dissolve the corporation, or in a proceeding by the corporation or by the stockholders suing in a representative suit against the officers or directors of the corporation for violation of their authority.
2.   No limitation upon the business, purposes or powers of the corporation or upon the powers of the stockholders, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles may be asserted as between the corporation or any stockholder and any third person.
3.   Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done within the scope of the authority, actual or apparent, given by the directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is executed or is wholly or in part executory.
  [Part 31(a):177:1925; added 1949, 158; 1943 NCL ‹ 1630.01]É(NRS A 1961, 94; 1993, 950)

1.   Directors and officers shall exercise their powers in good faith and with a view to the interests of the corporation.
2.   In performing their respective duties, directors and officers are entitled to rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, that are prepared or presented by:
(a) One or more directors, officers or employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented;
(b) Counsel, public accountants, or other persons as to matters reasonably believed to be within the preparer or presenter's professional or expert competence; or
(c) A committee on which the director or officer relying thereon does not serve, established in accordance with NRS 78.125, as to matters within the committee's designated authority and matters on which the committee is reasonably believed to merit confidence, but a director or officer is not entitled to rely on such information, opinions, reports, books of account or statements if he has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.
3.   Directors and officers, in exercising their respective powers with a view to the interests of the corporation, may consider:
(a) The interests of the corporation's employees, suppliers, creditors and customers;
(b) The economy of the state and nation;
(c) The interests of the community and of society; and
(d) The long-term as well as short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.
This subsection does not create or authorize any causes of action against the corporation or its directors or officers.
4.   Directors may resist a change or potential change in control of the corporation if the directors by a majority vote of a quorum determine that the change or potential change is opposed to or not in the best interest of the corporation:
(a) Upon consideration of the interests of the corporation's stockholders and any of the matters set forth in subsection 3; or
(b) Because the amount or nature of the indebtedness and other obligations to which the corporation or any successor to the property of either may become subject in connection with the change or potential change in control provides reasonable grounds to believe that, within a reasonable time:
(1) The assets of the corporation or any successor would be or become less than its liabilities;
(2) The corporation or any successor would be or become insolvent; or
(3) Any voluntary or involuntary proceeding under the federal bankruptcy laws concerning the corporation or any successor would be commenced by any person.

  (Added to NRS by 1991, 1184; A 1993, 951)

1.   A contract or other transaction is not void or voidable solely because:
(a) The contract or transaction is between a corporation and:
(1) One or more of its directors or officers; or
(2) Another corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested;
(b) A common or interested director or officer:
(1) Is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction; or
(2) Joins in the execution of a written consent which authorizes or approves the contract or transaction pursuant to subsection 2 of NRS 78.315; or
(c) The vote or votes of a common or interested director are counted for the purpose of authorizing or approving the contract or transaction, if one of the circumstances specified in subsection 2 exists.
2.   The circumstances in which a contract or other transaction is not void or voidable pursuant to subsection 1 are:
(a) The fact of the common directorship, office or financial interest is known to the board of directors or committee, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors.
(b) The fact of the common directorship, office or financial interest is known to the stockholders, and they approve or ratify the contract or transaction in good faith by a majority vote of stockholders holding a majority of the voting power. The votes of the common or interested directors or officers must be counted in any such vote of stockholders.
(c) The fact of the common directorship, office or financial interest is known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action.
(d) The contract or transaction is fair as to the corporation at the time it is authorized or approved.
3.   Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify a contract or transaction.
4.   Unless otherwise provided in the articles of incorporation or the bylaws, the board of directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. If the board of directors establishes the compensation of directors pursuant to this subsection, such compensation is presumed to be fair to the corporation unless proven unfair by a preponderance of the evidence.
  [31(b):177:1925; added 1951, 328]É(NRS A 1959, 683; 1969, 113; 1989, 872; 1991, 1218; 1993, 952; 1997, 698)

1.   A corporation organized under the laws of this state shall, on or before the first day of the second month after the filing of its articles of incorporation with the secretary of state, file with the secretary of state a list, on a form furnished by him, containing:
(a) The name of the corporation;
(b) The file number of the corporation, if known;
(c) The names and titles of all of its required officers and the names of all of its directors;
(d) The mailing or street address, either residence or business, of each officer and director listed, following the name of the officer or director; and
(e) The signature of an officer of the corporation certifying that the list is true, complete and accurate.
2.   The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year, file with the secretary of state, on a form furnished by him, an amended list containing all of the information required in subsection 1. If the corporation has had no changes in its required officers and directors since its previous list was filed, no amended list need be filed if an officer of the corporation certifies to the secretary of state as a true and accurate statement that no changes in the required officers or directors has occurred.
3.   Upon filing a list of officers and directors, or certifying that no changes have occurred, the corporation shall pay to the secretary of state a fee of $85.
4.   The secretary of state shall, 60 days before the last day for filing the annual list required by subsection 2, cause to be mailed to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file a list of officers and directors or a certification of no change. Failure of any corporation to receive a notice or form does not excuse it from the penalty imposed by law.
5.   If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective in any respect or the fee required by subsection 3 is not paid, the secretary of state may return the list for correction or payment.
6.   An annual list for a corporation not in default which is received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year.
  [Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL ‹ 1804]É(NRS A 1957, 315; 1959, 684; 1977, 401; 1979, 185; 1983, 689; 1985, 233; 1989, 976; 1991, 2460; 1993, 952; 1995, 2096; 1997, 2808)

1.   A corporation organized under the laws of this state shall, on or before the first day of the second month after the filing of its articles of incorporation with the secretary of state, file with the secretary of state a list, on a form furnished by him, containing:
(a) The name of the corporation;
(b) The file number of the corporation, if known;
(c) The names and titles of all of its required officers and the names of all of its directors;
(d) The mailing or street address, either residence or business, of each officer and director listed, following the name of the officer or director; and
(e) The signature of an officer of the corporation certifying that the list is true, complete and accurate.
2.   The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year, file with the secretary of state, on a form furnished by him, an amended list containing all of the information required in subsection 1. If the corporation has had no changes in its required officers and directors since its previous list was filed, no amended list need be filed if an officer of the corporation certifies to the secretary of state as a true and accurate statement that no changes in the required officers or directors has occurred.
3.   Upon filing a list of officers and directors, or certifying that no changes have occurred, the corporation shall pay to the secretary of state a fee of $85.
4.   The secretary of state shall, 60 days before the last day for filing the annual list required by subsection 2, cause to be mailed to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file a list of officers and directors or a certification of no change. Failure of any corporation to receive a notice or form does not excuse it from the penalty imposed by law.
5.   If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective in any respect or the fee required by subsection 3 or 7 is not paid, the secretary of state may return the list for correction or payment.
6.   An annual list for a corporation not in default which is received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year.
7.   If the corporation is an association as defined in NRS 116.110315, the secretary of state shall not accept the filing required by this section unless it is accompanied by the fee required to be paid pursuant to NRS 116.31155.
  [Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL ‹ 1804]É(NRS A 1957, 315; 1959, 684; 1977, 401; 1979, 185; 1983, 689; 1985, 233; 1989, 976; 1991, 2460; 1993, 952; 1995, 2096; 1997, 2808, 3126, effective July 1, 1998)