Revises provisions relating to business entities. (BDR 7-669)

- 83rd Session (2025)
Assembly Bill No. 239–Assemblymember Dalia

CHAPTER..........

AN ACT relating to business entities; revising provisions relating to
notice or other communications by business entities; making
a conforming change relating to fiduciary duties owed by
directors and officers of a corporation; revising provisions
governing voting relating t o the approval of a reverse stock
split of a corporation; removing certain provisions governing
the issuance of shares of a corporation; making changes to
certain approvals by a board of directors; clarifying
provisions relating to voting agreements by sto ckholders;
revising provisions governing the amendment of articles of
incorporation after issuance of stock; revising certain terms
relating to business entities; revising provisions relating to
the last known address of members and managers of a
limited-liability company and the dissolution of a limited -
liability company; establishing a process by which a
corporation may reorganize through the formation of a
holding corporation; revising provisions relating to the
approval of a plan of merger, conversion o r exchange of a
domestic corporation and the conversion of a domestic entity
into a foreign entity; revising provisions governing the right
of a stockholder to dissent from certain corporate actions;
making various other changes relating to business entiti es;
and providing other matters properly relating thereto.
Legislative Counsel’s Digest:
Existing law sets forth various provisions governing business entities, including
private corporations and limited -liability companies. (Chapters 78 and 86 of NRS)
This bill makes various changes to business entities.
Section 1 of this bill clarifies that the inclusion of certain materials provided
with a notice or other communication by a business entity are deemed to be part of
the notice or communication. Section 1 .5 of this bill authorizes the articles of
incorporation of a corporation to require certain internal actions to be tried before a
judge and not a jury. Section 2 of this bill makes a conforming change relating to
the fiduciary duties of directors and officers of a private corporation for consistency
within existing law.
Sections 3 and 4 of this bill require that votes relating to the approval of a
reverse stock split be approved by the vote of the relevant stockholders of such a
class or series of sto ck. Sections 5 and 9 of this bill remove the phrase “share
dividend” from provisions governing the issuance of shares of a private
corporation. Section 5.5 of this bill sets forth provisions relating to the fiduciary
duties of certain stockholders of a cor poration, limits the individual liability of a
stockholder of a corporation under certain circumstances and defines certain terms
for such purposes.

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Section 6 of this bill authorizes a board of directors of a private corporation to
take certain actions in final form or such preliminary form as the directors deem
appropriate in their business judgment.
Section 7 of this bill: (1) provides that voting agreements entered into by
stockholders may include a private corporation; and (2) makes conforming changes
authorizing the reference in such an agreement to facts or events outside of the
agreement as provided in existing law. Section 8 of this bill: (1) provides that a
proposed amendment to the articles of incorporation of a private corporation after
the issu ance of stock that designates one or more new series of an existing class
does not adversely alter or change the preferences or rights of the existing series;
and (2) authorizes a publicly traded corporation to amend its articles of
incorporation to increa se or decrease the shares it is authorized to issue through a
stockholder vote.
Section 11 of this bill clarifies the notice required if the approval of a
dissolution of a corporation was obtained by written consent and replaces the
phrase “certificate of dissolution” with “articles of dissolution” for purposes of
provisions relating to the dissolution of a corporation. Sections 10-12, 15 and 18-
21 of this bill make conforming changes to reference “articles of dissolution” for
purposes of provisions relati ng to the dissolution of a corporation or a limited -
liability company, as applicable. Section 13 of this bill makes a conforming change
to replace “certificate of dissolution” with “record of dissolution.” Section 16 of
this bill provides an effective date and time for filing the articles of dissolution of a
limited-liability company.
Sections 14 and 17 of this bill provide for either the residence or business
address of members and managers of a limited -liability company to be listed for
certain records.
Section 22 of this bill establishes a new process by which a corporation may:
(1) reorganize through the formation of a holding corporation; and (2) issue
stockholders shares in the new holding corporation in exchange for their previous
shares. Section 23 of this bill: (1) revises the steps required for a board of directors
to approve a plan of merger, conversion or exchange; and (2) removes provisions of
existing law which allowed for the board to cancel a proposed meeting to consider
or remove a plan of merger, conversion or exchange. Section 24 of this bill makes a
conforming change relating to voting for purposes of the new process of
reorganization into a holding corporation.
Section 25 of this bill makes a technical change relating to one domestic en tity
converting into one foreign entity.
Section 26 of this bill provides that the right to dissent is the exclusive remedy
for stockholders who have the ability to dissent from a particular corporate action.

EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted.

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

Section 1. NRS 75.150 is hereby amended to read as follows:
75.150 1. Except as otherwise provided by specific statute:
(a) Any notice or other communication described in this title
may be given or sent by any method of delivery [;] and each
agreement, instrument, certificate or other document enclosed

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with, or annexed or appended to, such notice or other
communication shall be deemed part of the notice or
communication solely for purposes of determining whether notice
was duly given under this title and the organic rules of the entity
giving or sending the notice or other communication; and
(b) An electronic transmission must be in accordance with this
section.
2. A notice or other communication given or sent pursuant to
the organic law or organic rules of an entity may be delivered by
electronic transmission if:
(a) Consented to by the recipient or authorized by subsection 9;
and
(b) The electronic transmission contains or is accompanied by
information from which the recipient can determine the date of the
transmission.
3. Any consent under subsection 2 may be revoked by the
person who consented by written or electronic notice to the person
to whom the consent was delivered. Any such consent is deemed
revoked if:
(a) The person is unable to receive two consecutive electronic
transmissions given by the entity or organization in accordance with
such consent; and
(b) Such inability becomes known to the secretary of the entity
sending the electronic transmissions or to the transfer agent or other
person responsible for the giving of notice or other communications.
 The inadvertent failure to treat any such inability as a revocation
does not invalidate any meeting or other action.
4. Unless otherwise agreed between se nder and recipient, an
electronic transmission is received when:
(a) It enters an information processing system that the recipient
has designated or uses for the purpose of receiving electronic
transmissions or information of the type sent; and
(b) It is in a form ordinarily capable of being processed by that
system.
5. Receipt of an electronic acknowledgment from an
information processing system described in paragraph (a) of
subsection 4 establishes that an electronic transmission was received
but, by itself, does not establish that the content sent corresponds to
the content received.
6. An electronic transmission is received under this section
even if no natural person is aware of its receipt.

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7. Except as otherwise provided by specific statute, a ny notice
or other communication, if in a comprehensible form or manner, is
effective at the earliest of the following:
(a) If in a physical form, when it is left at:
(1) The address of a stockholder, member, partner or other
owner of an entity, whichev er is applicable, as it appears upon the
records of the entity;
(2) The residence or usual place of business of a director,
manager or general partner, whichever is applicable;
(3) The entity’s principal place of business; or
(4) If to a recipient ot her than a stockholder, director,
member, partner or other owner of an entity or an entity, such
person’s residence or usual place of business;
(b) If mailed by United States mail postage prepaid and
correctly addressed to a stockholder, member, partner o r other
owner of an entity, upon deposit in the United States mail;
(c) If mailed by United States mail postage prepaid and correctly
addressed to a recipient other than a stockholder, member, partner or
other owner of an entity, the earliest of:
(1) If sent by registered or certified mail, return receipt
requested, the date shown on the return receipt signed by or on
behalf of the addressee; or
(2) Five days after it is deposited in the United States mail;
(d) If an electronic transmission, when it is received as provided
in subsection 4; and
(e) If oral, when communicated.
 In the absence of fraud, an affidavit of the secretary of the entity
or the transfer agent or any other agent of the entity that the notice
has been given by a form of electronic transmission is prima facie
evidence of the facts stated in the affidavit.
8. A notice or other communication may be in the form of an
electronic transmission that cannot be directly reproduced in paper
form by the recipient through an automated process used in
conventional commercial practice only if:
(a) The electronic transm ission is otherwise retrievable in
perceivable form; and
(b) The sender and the recipient have consented in writing to the
use of such form of electronic transmission.
9. If any provision of this title prescribes requirements for
notices or other commun ication in particular circumstances, those
requirements govern. If the organic rules of an entity prescribe
requirements for notices or other communications, not inconsistent
with this section or other provisions of this title, those requirements

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govern. T he organic rules of an entity may authorize, require or
prohibit delivery of notices of meetings of directors, managers,
members, partners or other owners of the entity by electronic
transmission.
10. In the event that any provisions of this section are deemed
to modify, limit or supersede the federal Electronic Signatures in
Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the
provisions of this section shall be deemed to control to the
maximum extent permitted by section 102(a)(2) of that Ac t, 15
U.S.C. § 7002(a)(2).
11. As used in this section:
(a) “Entity” has the meaning ascribed to it in NRS 77.060.
(b) “Organic law” has the meaning ascribed to it in NRS 77.170.
(c) “Organic rules” has the meaning ascribed to it in
NRS 77.180.
Sec. 1.5. NRS 78.046 is hereby amended to read as follows:
78.046 1. The articles of incorporation or bylaws of a
corporation may require, to the extent not inconsistent with any
applicable jurisdictional requirements and the laws of the United
States, that any, all or certain:
(a) Concurrent jurisdiction actions must be brought solely or
exclusively in the court or courts specified in the requirement; and
(b) Internal actions must be brought solely or exclusively in the
court or courts specified in the requirement, which must include at
least one court in this State.
2. Unless otherwise expressly set forth in the articles of
incorporation or bylaws, any requirement described in subsection 1
must not be interpreted as prohibiting any corporation from
consenting, or requiring any corporation to consent, to any
alternative forum in any instance.
3. The provisions of this section do not create or authorize any
cause of action against a corporation , [or] its directors or officers [.]
or any controlling stockholder.
4. The articles of incorporation of a corporation may r equire,
to the extent not inconsistent with any applicable laws of the
United States, that any, all or certain internal actions to be tried in
any court of this State must be tried before the presiding judge as
the trier of fact and not before a jury. Upon and during its
effectiveness, any such requirement must conclusively operate as a
waiver of the right to trial by jury by each party to any internal
action to which such requirement applies. Nothing in this section
or any such requirement shall be constru ed as to limit or

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otherwise affect any right to a jury trial in any action, suit or
proceeding that is not an internal action.
5. As used in this section:
(a) “Concurrent jurisdiction action” means any action, suit or
proceeding against the corporation or any of its directors or officers,
that:
(1) Asserts a cause of action under the laws of the United
States;
(2) Could be properly commenced in either a federal forum
or a forum of this State or any other state; and
(3) Is brought by or in the name or on behalf of:
(I) The corporation;
(II) Any stockholder of the corporation; or
(III) Any subscriber for, or purchaser or offeree of, any
shares or other securities of the corporation.
(b) “Controlling stockholder” has the meaning ascribed to it in
NRS 78.240.
(c) “Court” means any court of:
(1) This State, including, without limitation, those courts in
any county having a business court, as that term is defined in
NRS 13.050;
(2) A state other than this State; or
(3) The United States.
[(c)] (d) “Internal action” means any action, suit or proceeding:
(1) Brought in the name or right of the corporation or on its
behalf, including, without limitation, any action subject to
NRS 41.520;
(2) For or based upon any breach of any fiduciary duty owed
by any director, officer [, employee ] or [agent] controlling
stockholder of the corporation in such capacity; or
(3) Arising pursuant to, or to interpret, apply, enforce or
determine the validity of, any provision of this title, the a rticles of
incorporation, the bylaws or any agreement entered into pursuant to
NRS 78.365 to which the corporation is a party or a stated
beneficiary thereof.
Sec. 2. NRS 78.138 is hereby amended to read as follows:
78.138 1. The fiduciary duties of directors and officers are to
exercise their respective powers in good faith , on an informed
basis and with a view to the interests of the corporation.
2. In exercising their respective powers, directors and officers
may, and 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:

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(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, financial advisers, valuation
advisers, investment bankers or other pe rsons as to matters
reasonably believed to be within the preparer’s 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 the
director or officer has knowledge concerning the matter in question
that would cause reliance thereon to be unwarranted.
3. Except as otherwise provided in subsection 1 of NRS
78.139, directors and officers, in deciding upon matters of business,
are presumed to act in good faith, on an informed basis and with a
view to the interests of the corporation. A director or officer is not
individually liable for damages as a result of an act or failure to act
in his or her capacity as a director or officer excep t as described in
subsection 7.
4. Directors and officers, in exercising their respective powers
with a view to the interests of the corporation, may:
(a) Consider all relevant facts, circumstances, contingencies or
constituencies, which may include, w ithout limitation, one or more
of the following:
(1) The interests of the corporation’s employees, suppliers,
creditors or customers;
(2) The economy of the State or Nation;
(3) The interests of the community or of society;
(4) The long-term or sho rt-term interests of the corporation,
including the possibility that these interests may be best served by
the continued independence of the corporation; or
(5) The long-term or short-term interests of the corporation’s
stockholders, including the possi bility that these interests may be
best served by the continued independence of the corporation.
(b) Consider or assign weight to the interests of any particular
person or group, or to any other relevant facts, circumstances,
contingencies or constituencies.
5. Directors and officers are not required to consider, as a
dominant factor, the effect of a proposed corporate action upon any

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particular group or constituency having an interest in the
corporation.
6. The provisions of subsections 4 and 5 do not create or
authorize any causes of action against the corporation or its directors
or officers.
7. Except as otherwise provided in NRS 35.230, 90.660,
91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the
articles of incorporation or an amendment thereto, in each case filed
on or after October 1, 2003, provide for greater individual liability, a
director or officer is not individually liable to the corporation or its
stockholders or creditors for any damages as a result of any act or
failure to act in his or her capacity as a director or officer unless:
(a) The presumption established by subsec tion 3 has been
rebutted; and
(b) It is proven that:
(1) The director’s or officer’s act or failure to act constituted
a breach of his or her fiduciary duties as a director or officer; and
(2) Such breach involved intentional misconduct, fraud or a
knowing violation of law.
8. This section applies to all cases, circumstances and matters,
including, without limitation, any change or potential change in
control of the corporation unless otherwise provided in the articles
of incorporation or an amendment thereto.
Sec. 3. NRS 78.2055 is hereby amended to read as follows:
78.2055 1. Unless otherwise provided in the articles of
incorporation, a corporation that desires to decrease the number of
issued and outstanding shar es of a class or series held by each
stockholder of record at the effective date and time of the change
without correspondingly decreasing the number of authorized shares
of the same class or series may do so if:
(a) The board of directors adopts a resolu tion setting forth the
proposal to decrease the number of issued and outstanding shares of
a class or series; and
(b) If the corporation is:
(1) A publicly traded corporation, the proposal is approved
by the stockholders of the affected class or series, regardless of
limitations or restrictions on the voting power of the affected class
or series; or
(2) Not a publicly traded corporation, the proposal is
approved by the vote of stockholders holding a majority of the
voting power of the affected class or series,

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 or such greater proportion as may be provided in the articles of
incorporation, regardless of limitations or restrictions on the voting
power of the affected class or series.
2. If the proposal required by subsection 1 is approved by the
stockholders entitled to vote, the corporation may reissue its stock in
accordance with the proposal after the effective date and time of the
change.
3. Except as otherwise provided in this subsection [,] and
unless the articles of incorporation require a greater proportion, if
a proposed decrease in the number of issued and outstanding shares
of any class or series would adversely alter or change any
preference, or any relative or other right given to any other class or
series of outstanding shares, then the decrease must be approved ,
[by the vote,] in addition to any vote otherwise required [, of] :
(a) If the corporation is a publicly traded corporation, by the
vote of the stockholders of each class or series whose preference
or rights are adversely affected by the decrease; or
(b) If the corporation is not a publicly traded corporation, by
the holders of shares representing a majority of the voting power of
each class or series whose preference or rights are adversely
affected by the decrease,
 [or such greater proportion as may be provided in the articles of
incorporation,] regardless of limitations or restrictions on the voting
power of the adversely affected class or series. The decrease does
not have to be approved by the vote of the holders of shares
representing a majority of the voting power of each class or series
whose preference or rights are adversely affected by the decrease if
the articles of incorporation specifically deny the right to vote on
such a decrease.
4. If any proposed corpo rate action pursuant to this section
would result in only money being paid or scrip being issued to
stockholders who:
(a) Before the decrease in the number of shares becomes
effective, in the aggregate hold 1 percent or more of the outstanding
shares of the affected class or series; and
(b) Would otherwise be entitled to receive a fraction of a share
in exchange for the cancellation of all their outstanding shares,
 any stockholder who is obligated, as a result of the corporate
action taken pursuant to this section, to accept money or scrip rather
than receive a fraction of a share in exchange for the cancellation of
all the stockholder’s outstanding shares, may dissent in accordance
with the provisions of NRS 92A.300 to 92A.500, inclusive, and

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obtain payment of the fair value of the fraction of a share to which
the stockholder would otherwise be entitled.
Sec. 4. NRS 78.207 is hereby amended to read as follows:
78.207 1. Unless otherwise provided in the articles of
incorporation, a corporation that desires to change the number of
shares of a class or series, if any, of its authorized stock by
increasing or decreasing the number of authorized shares of the
class or series a nd correspondingly increasing or decreasing the
number of issued and outstanding shares of the same class or series
held by each stockholder of record at the effective date and time of
the change, may, except as otherwise provided in subsections 2 and
3, do so by a resolution adopted by the board of directors, without
obtaining the approval of the stockholders. The resolution may also
provide for a change of the par value, if any, of the same class or
series of the shares increased or decreased. After the e ffective date
and time of the change, the corporation may issue its stock in
accordance therewith.
2. A proposal to increase or decrease the number of authorized
shares of any class or series, if any, that includes provisions
pursuant to which only money will be paid or scrip will be issued to
stockholders who:
(a) Before the increase or decrease in the number of shares
becomes effective, in the aggregate hold 10 percent or more of the
outstanding shares of the affected class or series; and
(b) Would otherwise be entitled to receive a fraction of a share
in exchange for the cancellation of all their outstanding shares,
 must be approved by the vote of stockholders holding a majority
of the voting power of the affected class or series, or such greater
proportion as may be provided in the articles of incorporation,
regardless of limitations or restrictions on the voting power thereof.
3. Except as otherwise provided in this subsection [,] and
unless the articles of incorporation require a greater proportion, if
a proposed increase or decrease in the number of authorized shares
of any class or series would adversely alter or change any preference
or any relative or other right given to any other class or series of
outstanding shares, then the increase or decrease must be approved ,
[by the vote,] in addition to any vote otherwise required [, of] :
(a) If the corporation is a publicly traded corporation, by the
vote of stockholders of each class or series whose preference or
rights are adversely affected by the increase or decrease; and
(b) If the corporation is not a publicly traded corporation, by
the holders of shares re presenting a majority of the voting power of

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each class or series whose preference or rights are adversely
affected by the increase or decrease,
 regardless of limitations or restrictions on the voting power
thereof. The increase or decrease does not hav e to be approved by
the vote of the holders of shares [representing a majority of the
voting power in each ] of any class or series whose preference or
rights are adversely affected by the increase or decrease if the
articles of incorporation specifically d eny the holders of shares of
such class or series the right to vote on such an increase or
decrease.
4. If any proposed corporate action pursuant to this section
would result in only money being paid or scrip being issued to
stockholders who:
(a) Before the increase or decrease in the number of shares
becomes effective, in the aggregate hold 1 percent or more of the
outstanding shares of the affected class or series; and
(b) Would otherwise be entitled to receive a fraction of a share
in exchange for the cancellation of all of their outstanding shares,
 any stockholder who is obligated, as a result of the corporate
action taken pursuant to this section, to accept money or scrip rather
than receive a fraction of a share in exchange for the cancellation o f
all the stockholder’s outstanding shares, may dissent in accordance
with the provisions of NRS 92A.300 to 92A.500, inclusive, and
obtain payment of the fair value of the fraction of a share to which
the stockholder would otherwise be entitled.
Sec. 5. NRS 78.215 is hereby amended to read as follows:
78.215 1. A corporation may issue and dispose of its
authorized shares for such consideration as may be prescribed in the
articles of incorporation or, if no consideration is so prescribed, then
for such consideration as may be fixed by the board of directors.
2. If a consideration is prescribed for shares without par value,
that consideration must not be used to determine the fees required
for filing articles of incorporation pursuant to NRS 78.760.
3. Unless the articles of incorporation provide otherwise [,]
and except as otherwise provided by subsection 4, shares may be
issued pro rata and without consideration to the corporation’s
stockholders or to the stockholders of one or more classes or series.
[An issuance of shares under this subsection is a share dividend.]
4. Shares of one class or series may not be issued [as a share
dividend] pursuant to subsection 3 in respect of shares of another
class or series unless:
(a) The articles of incorporation so authorize;

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(b) A majority of the votes entitled to be cast by the class or
series to be issued approve the issue; or
(c) There are no outstanding shares of the class or series to be
issued.
5. If the board of directors does not fix the record date for
determining stockholders entitled to [a share dividend, ] shares
issued pursuant to subsection 3, it is the date the board of directors
authorizes the [share dividend.] issuance.
Sec. 5.5. NRS 78.240 is hereby amended to read as follows:
78.240 1. The shares of stock in every corporation shall be
personal property and shall be transferable on the books of the
corporation, in such manner and under such regulations as may be
provided in the articles of incorporation or bylaws, and as provided
in this title and chapters 104 to 104C, inclusive, of NRS.
2. Except to the extent set forth in subsection 3:
(a) The holder of any share of stock in a corporation,
regardless of the holder’s relative beneficial ownership of shares
or relative voting power, may, and shall be entitled to, exercise or
withhold the voting power of such share in the holder’s personal
interest and without regard to any other person or interest; and
(b) No stockholder of a corporation, in such person’s capacity
as a stockholder and regardless of the stockholder’s relative
beneficial ownership of share or relative voting power, shall have
any fiduciary duty to the corporation or any other stockholder.
3. The only fiduciary duty of a controlling stockholder of a
corporation, in such person’s capacity as a stockholder, is to
refrain from exerting undue influence over any director or officer
of the corporation with the purpose and proximate effect of
inducing a breach of fiduciary duty by such director or officer:
(a) For which breach the director or officer is liable pursuant
to NRS 78.138; and
(b) Which breach:
(1) Directly relates to the initiation, evaluation, negotiation,
authorization or approval by the board of directors, or a committee
thereof, of a contract or transaction to which the controlling
stockholder or any of its affiliates or associates is a party or in
which the controlling stockholder or any of its affiliates or
associates has a material and nonspeculative financial interest;
and
(2) Results in material, nonspeculative and non -ratable
financial benefit to the controlling stockholder, which benefit
excludes, and results in a material and nonspeculative detriment
to the other stockholders generally.

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 The exercise or withholding of voting power by a controlling
stockholder, or the indication or implication by a controlling
stockholder as to whether or to what extent such voting power may
be exercised or withheld, does not, by itself, constitute or indicate a
breach of the fiduciary duty imposed by this subsection.
4. A controlling stockholder is presumed to have not
breached the fiduciary duty imposed by subsection 3 with respect
to a contract or other transaction if such con tract or transaction
has been authorized or approved by:
(a) A committee of the board of directors consisting of only
disinterested directors; or
(b) The board of directors in reliance on the recommendation
of a committee of the board of directors consi sting of only
disinterested directors.
5. A stockholder of a corporation is not individually liable to
the corporation or its stockholders or creditors for any damages as
a result of any act or failure to act in such person’s capacity as a
stockholder unless:
(a) The stockholder is a controlling stockholder;
(b) The presumption established by subsection 4 has been
rebutted; and
(c) It is proven that the stockholder’s act or failure to act
constituted a breach of the stockholder’s fiduciary duty imposed
by subsection 3.
6. As used in this section:
(a) “Affiliate” has the meaning ascribed to it in NRS 78.412.
(b) “Associate” has the meaning ascribed to it in NRS 78.413.
(c) “Beneficial ownership” means being the beneficial owner
of shares. As used in this paragraph, “beneficial owner” has the
meaning ascribed to it in NRS 78.414.
(d) “Controlling stockholder” means a stockholder of a
corporation having the voting power, by virtue of such
stockholder’s relative beneficial ownership of shares or otherw ise
pursuant to the articles of incorporation, to elect at least a
majority of the corporation’s directors.
(e) “Disinterested director ,” when used with respect to a
contract or transaction, includes, without limitation, a director of
a corporation who:
(1) Individually, or with or through any of the director’s
affiliates or associates other than the corporation, neither has a
material and nonspeculative financial interest in, nor is a party to,
the contract or transaction; and

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(2) Would satisfy the in dependence standards, without
regard to any financial literacy of financial expert qualifications,
required to serve on an audit committee of a board of directors of
a non -investment company issuer pursuant to section 10 A(m) of
the Securities Exchange Act, 15 U.S.C. § 78j-1(m) and Rule 10A-3
thereunder, 17 C.F.R. § 240.10A-3 and the rules of the national
securities exchange, if any, on which any shares of the
corporation’s stock are listed for trading.
Sec. 6. NRS 78.315 is hereby amended to read as follows:
78.315 1. Unless the articles of incorporation or the bylaws
provide for a greater or lesser proportion, a majority of the board of
directors of the corporation then in office, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of
business, and the act of directors holding a majority of the voting
power of the directors, present at a meeting at which a quorum is
present, is the act of the board of directors.
2. Unless otherwise restri cted by the articles of incorporation
or bylaws, any action required or permitted to be taken at a meeting
of the board of directors or of a committee thereof may be taken
without a meeting if, before or after the action, a written consent
thereto is signe d by all the members of the board or of the
committee, except that such written consent is not required to be
signed by:
(a) A common or interested director who abstains in writing
from providing consent to the action. If a common or interested
director abstains in writing from providing consent:
(1) The fact of the common directorship, office or financial
interest must be known to the board of directors or committee before
a written consent is signed by all the members of the board of the
committee.
(2) Such fact must be described in the written consent.
(3) The board of directors or committee must approve,
authorize or ratify the action in good faith by unanimous consent
without counting the abstention of the common or interested
director.
(b) A di rector who is a party to an action, suit or proceeding
who abstains in writing from providing consent to the action of the
board of directors or committee. If a director who is a party to an
action, suit or proceeding abstains in writing from providing consent
on the basis that he or she is a party to an action, suit or proceeding,
the board of directors or committee must:
(1) Make a determination pursuant to NRS 78.7502 that
indemnification of the director is proper under the circumstances.

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- 83rd Session (2025)
(2) Approve, authorize or ratify the action of the board of
directors or committee in good faith by unanimous consent without
counting the abstention of the director who is a party to an action,
suit or proceeding.
3. Unless otherwise restricted by the articles of incorporation
or bylaws, members of the board of directors or the governing body
of any corporation, or of any committee designated by such board or
body, may participate in a meeting of the board, body or committee
through electronic communications, video conferencing,
teleconferencing or other available technology if the corporation has
implemented reasonable measures to:
(a) Verify the identity of each person participating through such
means as a director or member of the governing body or committee,
as the case may be; and
(b) Provide the directors or members a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the
directors or members, as the case may be, including an opportunity
to communicate and to read or hear the proceedings of the meeting
in a substantially concurrent manner with such proceedings.
4. Participation in a meeting pursuant to subsection 3
constitutes presence in person at the meeting.
5. Whenever this title expressly requires the board of
directors to approve or take other action with respect to any
agreement, instrument, certificate or other document, including,
without limitation, any agreement, instrument, certificate or other
document required to be filed with the Secretary of State, the
directors may approve, adopt or otherwise act upon such
agreement, instrument, certificate or other document in final form
or such preliminary form as the directors deem appropriate in
their business judgment.
Sec. 7. NRS 78.365 is hereby amended to read as follows:
78.365 1. A stockholder, by agreement in writing, may
transfer his or her stock to a voting trustee or trustees for the
purpose of conferring the right to vote the stock for a period not
exceeding 15 years up on the terms and conditions therein stated.
Any certificates of stock so transferred must be surrendered and
cancelled and new certificates for the stock issued to the trustee or
trustees in which it must appear that they are issued pursuant to the
agreement, and in the entry of ownership in the proper books of the
corporation that fact must also be noted, and thereupon the trustee or
trustees may vote the stock so transferred during the terms of the
agreement. A duplicate of every such agreement must be filed in the

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- 83rd Session (2025)
registered office of the corporation and at all times during its terms
be open to inspection by any stockholder or his or her attorney.
2. At any time within the 2 years next preceding the expiration
of an agreement entered into pursuant to th e provisions of
subsection 1, or the expiration of an extension of that agreement,
any beneficiary of the trust may, by written agreement with the
trustee or trustees, extend the duration of the trust for a time not to
exceed 15 years after the scheduled e xpiration date of the original
agreement or the latest extension. An extension is not effective
unless the trustee, before the expiration date of the original
agreement or the latest extension, files a duplicate of the agreement
providing for the extension in the registered office of the
corporation. An agreement providing for an extension does not
affect the rights or obligations of any person not a party to that
agreement. An agreement entered into pursuant to the provisions of
subsection 1 is not invalid ated by the fact that, by its terms, its
duration is more than 15 years, but its duration shall be deemed
amended to conform with the provisions of this section.
3. An agreement between two or more stockholders, or
between the corporation and one or more stockholders, if in
writing and signed by each [stockholder] party to be bound thereby,
may provide that in exercising any voting rights, the stock held by
each such stockholder must be voted:
(a) Pursuant to the provisions of the agreement;
(b) As [they] the parties to the agreement may subsequently
agree; [or]
(c) In accordance with a procedure [agreed upon.] specified in
the agreement; or
(d) In a manner dependent upon any fact or event which may
be ascertained outside of the agreement if the manner in which a
fact or event may operate upon the exercise of the voting rights is
stated in the agreement. As used in this paragraph, “fact or event”
includes, without limitation, the existence of a fact or an
occurrence of an event, including, without limit ation, a
determination or action by a person, the corporation itself or any
government, governmental agency or political subdivision of a
government.
4. An agreement pursuant to the provisions of subsection 3 is
valid and enforceable against the transferee of a stockholder party to
the agreement only:
(a) If and to the extent that the transferee agrees in writing to be
bound by the agreement; or

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- 83rd Session (2025)
(b) If the agreement expressly provides that it is enforceable
against the transferee of a stockholder party to the agreement and:
(1) The transferee had actual knowledge of the existence of
the agreement before the transfer; or
(2) The existence of the agreement is noted conspicuously on
the front or back of the stock certificate or is contained in the written
statement of information required by subsection 5 of NRS 78.235.
5. An agreement pursuant to the provisions of subsection 3, or
an amendment thereto or an extension thereof, in each case entered
into before October 1, 2021, is not:
(a) Effective for a term of more than 15 years, but at any time
within the 2 years next preceding the expiration of the agreement the
parties thereto may extend its duration for such period as is stated in
the extension; and
(b) Invalidated by the fact that by its terms its duration is more
than 15 years, but its duration shall be deemed amended to conform
with the provisions of this section.
Sec. 8. NRS 78.390 is hereby amended to read as follows:
78.390 1. Except as otherwise provided in subsection 8 or in
NRS 77.340 or 78.209 or chapter 92A of NRS, every amendment to
the articles of incorporation must be made and approved in the
following manner:
(a) The board of directors must adopt a resolution setting forth
the amendment proposed and submit the proposed amendment to the
stockholders for approval [.
(b) If] and if the corporation is:
(1) A publicly traded corporation and the amendment
proposed relates solely to an increase or decrease in the number of
shares the corporation is authorized to issue, the stockholders of
the affected class or series, regardless of limitations or restrictions
on the voting power of the affected class or series, must approve
the proposed amendment; or
(2) Not a publicly traded corporation, or is a publicly traded
corporation but the amendment proposed does not relate solely to
an increase or decrease in the number of shares the corporation is
authorized to issue, the stockholders holding shares in the
corporation representing at least a majority of t he voting power, or
such greater proportion of the voting power as may be required in
the case of a vote by classes or series, as provided in subsections 2
and 4, or as may be required by the provisions of the articles of
incorporation, [have approved ] must approve the proposed
amendment.

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- 83rd Session (2025)
 Upon the approval of the proposed amendment [,] by the
stockholders as provided in this subsection, an officer of the
corporation shall sign a certificate setting forth the amendment, or
setting forth the articles of inc orporation as amended, and the vote
by which the amendment was adopted.
[(c)] (b) The certificate so signed must be filed with the
Secretary of State.
(c) An amendment adopted pursuant to this subsection that
would have the effect of decreasing the numbe r of shares of a
class or series of shares the corporation is authorized to issue
below the number of shares of such class or series then issued and
outstanding shall be void and of no effect.
2. Except as otherwise provided in this subsection, if any
proposed amendment would adversely alter or change any
preference or any relative or other right given to any class or series
of outstanding shares, then, in addition to any approval otherwise
required, the amendment must be approved by the holders of shares
representing a majority of the voting power of each class or series
adversely affected by the amendment regardless of limitations or
restrictions on the voting power thereof. The amendment does not
have to be approved by the holders of shares [representing a
majority of the voting power ] of [each] any class or series whose
preference or rights are adversely affected by the amendment if the
articles of incorporation specifically deny the holders of such class
or series the right to vote on such an amendment. Except as
otherwise provided in the articles of incorporation, a proposed
amendment that designates one or more new series of an existing
class as having any preference or any relative or other right that
has higher or equal seniority to the corresponding preference or
relative or other right of an existing series of the same class does
not, solely by virtue of the higher or equal seniority of the
preference or right of the proposed new series, constitute an
amendment that would adversely alter or change the preference or
rights of the existing series.
3. Provision may be made in the articles of incorporation
requiring, in the case of any specified amendments, approval by a
larger prop ortion of the voting power of stockholders than that
required by this section.
4. Different series of the same class of shares do not constitute
different classes of shares for the purpose of voting by classes
except when the series is adversely affected by an amendment in a
different manner than other series of the same class.

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- 83rd Session (2025)
5. The board of directors may, by resolution, abandon the
proposed amendment without further action by the stockholders if
the resolution of the stockholders approving the propos ed
amendment authorizes the board of directors to do so. The board of
directors may, by resolution, abandon a proposed amendment
pursuant to subsection 8 without any action by the stockholders.
6. A certificate filed pursuant to subsection 1 is effective at the
time of the filing of the certificate with the Secretary of State or
upon a later date and time as specified in the certificate, which date
must not be more than 90 days after the date on which the certificate
is filed. If a certificate filed pursuant to subsection 1 specifies a later
effective date but does not specify an effective time, the certificate
is effective at 12:01 a.m. in the Pacific time zone on the specified
later date.
7. If a certificate filed pursuant to subsection 1 specifies a l ater
effective date or time and if the board of directors is authorized to
abandon the proposed amendment pursuant to subsection 5, the
board of directors may terminate the effectiveness of the certificate
by resolution and by filing a certificate of termi nation with the
Secretary of State that:
(a) Is filed before the effective time of the certificate filed with
the Secretary of State pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that the board of directors is aut horized to terminate
the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been
terminated;
(e) Is signed by an officer of the corporation; and
(f) Is accompanied by a filing fee of $175.
8. No action by the st ockholders is required if the proposed
amendment to the articles of incorporation consists only of a change
in the name of the corporation. The articles of incorporation may
forbid a corporation from amending the articles of incorporation
pursuant to this subsection without stockholder approval.
Sec. 9. NRS 78.416 is hereby amended to read as follows:
78.416 “Combination,” when used in reference to any resident
domestic corporation and any interested stockholder of the resident
domestic corporation, means any of the following:
1. Any merger or consolidation of the resident domestic
corporation or any subsidiary of the resident domestic corporation
with:
(a) The interested stockholder; or

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- 83rd Session (2025)
(b) Any other entity, whether or not itself an interested
stockholder of the resident domestic corporation, which is, or after
and as a result of the merger or consolidation would be, an affiliate
or associate of the interested stockholder.
2. Any sale, lease, exchange, mortgage, pl edge, transfer or
other disposition, in one transaction or a series of transactions, to or
with the interested stockholder or any affiliate or associate of the
interested stockholder of assets of the resident domestic corporation
or any subsidiary of the resident domestic corporation:
(a) Having an aggregate market value equal to more than 5
percent of the aggregate market value of all the assets, determined
on a consolidated basis, of the resident domestic corporation;
(b) Having an aggregate market valu e equal to more than 5
percent of the aggregate market value of all the outstanding voting
shares of the resident domestic corporation; or
(c) Representing more than 10 percent of the earning power or
net income, determined on a consolidated basis, of the resident
domestic corporation.
3. The issuance or transfer by the resident domestic corporation
or any subsidiary of the resident domestic corporation, in one
transaction or a series of transactions, of any shares of the resident
domestic corporation or any subsidiary of the resident domestic
corporation that have an aggregate market value equal to 5 percent
or more of the aggregate market value of all the outstanding voting
shares of the resident domestic corporation to the interested
stockholder or any affiliate or associate of the interested stockholder
except under the exercise of warrants or rights to purchase shares
offered, or a dividend or distribution paid or made, pro rata to all
stockholders of the resident domestic corporation.
4. The adoption of any plan or proposal for the liquidation or
dissolution of the resident domestic corporation under any
agreement, arrangement or understanding, whether or not in writing,
with the interested stockholder or any affiliate or associate of the
interested stockholder.
5. Except for any transaction or series of transactions that
would not constitute a combination pursuant to subsection 3, any:
(a) Reclassification of securities, including, without limitation,
any splitting of shares [, share dividend, ] or other [distribution]
issuance of shares with respect to other shares, or any issuance of
new shares in exchange for a proportionately greater number of old
shares;
(b) Recapitalization of the resident domestic corporation;

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- 83rd Session (2025)
(c) Merger or consolidation of the resident domestic corporation
with any subsidiary of the resident domestic corporation; or
(d) Other transaction, whether or not with or into or otherwise
involving the interested stockholder,
 under any agreement, arrangement or understanding, whether or
not in writing, with the interested stockholder or any affiliate or
associate of the interested stockholder, which has the immediate and
proximate effect of increasing the proportionate share o f the
outstanding shares of any class or series of voting shares or
securities convertible into voting shares of the resident domestic
corporation or any subsidiary of the resident domestic corporation
which is beneficially owned by the interested stockhol der or any
affiliate or associate of the interested stockholder, except as a result
of immaterial changes because of adjustments of fractional shares.
6. Any receipt by the interested stockholder or any affiliate or
associate of the interested stockholde r of the benefit, directly or
indirectly, except proportionately as a stockholder of the resident
domestic corporation, of any loan, advance, guarantee, pledge or
other financial assistance or any tax credit or other tax advantage
provided by or through the resident domestic corporation.
Sec. 10. NRS 78.573 is hereby amended to read as follows:
78.573 1. The Secretary of State shall authorize a corporation
whose charter has been revoked to dissolve without paying
additional fees and penalties, other than the fee for filing [a
certificate] articles of dissolution required by NRS 78.780, if the
corporation provides evidence satisfactory to the Secretary of State
that the corporation did not transact business in this State or as a
corporation organized pursuant to the laws of this State:
(a) During the entire period for which its charter was revoked; or
(b) During a portion of the period for which its charter was
revoked and the corporation paid the fees and penalties for th e
portion of that period in which the corporation transacted business
in this State or as a corporation organized pursuant to the laws of
this State.
2. The Secretary of State may adopt regulations to administer
the provisions of this section.
Sec. 11. NRS 78.580 is hereby amended to read as follows:
78.580 1. If the board of directors of any corporation
organized under this chapter decides that the corporation should be
dissolved, the board may adopt a resolution to that effect.
2. If the corporation has issued no stock, only the directors
need to approve the dissolution.

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- 83rd Session (2025)
3. If the corporation has issued stock, the directors must
recommend the dissolution to the stockholders. The board of
directors may condition its submission of the proposal for
dissolution on any lawful basis. Unless the dissolution is to be
approved by writ ten consent pursuant to subsection 2 of NRS
78.320, the corporation shall notify each stockholder, whether or not
entitled to vote on dissolution, of the proposed dissolution and the
stockholders entitled to vote must approve the dissolution. If the
dissolution is approved by written consent pursuant to subsection 2
of NRS 78.320, the corporation shall notify , [each stockholder
whose written consent was not solicited of the dissolution, ] in
writing, not later than 10 days after the effective date of the
dissolution [.] , each stockholder whose written consent was not
solicited to approve the dissolution.
4. If the dissolution is approved by the directors or both the
directors and stockholders, as respectively provided in subsections 2
and 3, the corporati on shall file with the Secretary of State [a
certificate] articles of dissolution signed by an officer of the
corporation setting forth the name of the corporation, that the
dissolution has been approved by the directors, or by the directors
and the stockholders, [and] a list of the names and addresses, either
residence or business, of the corporation’s president, secretary and
treasurer, or the equivalent thereof, and all of its directors [.] , and
the effective date and time of the dissolution.
5. The d issolution takes effect at the time of the filing of the
[certificate] articles of dissolution with the Secretary of State or
upon a later date and time as specified in the [certificate,] articles of
dissolution, which date must be not more than 90 days after the date
on which the [certificate is ] articles of dissolution are filed. If [a
certificate] the articles of dissolution [specifies] specify a later
effective date but [does] do not specify an effective time, the
[certificate] dissolution is effective at 12:01 a.m. in the Pacific time
zone on the specified later date.
Sec. 12. NRS 78.780 is hereby amended to read as follows:
78.780 The fee for filing [a certificate] articles of dissolution,
whether it occurs before or after payment of capital and beginning
of business, is $100.
Sec. 13. NRS 82.442 is hereby amended to read as follows:
82.442 1. The Secretary of State shall authorize a nonprofit
corporation whose charter has been revok ed to dissolve without
paying additional fees and penalties, other than the fee for filing a
[certificate] record of dissolution required by NRS 82.531, if the
nonprofit corporation provides evidence satisfactory to the Secretary

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- 83rd Session (2025)
of State that the nonprofi t corporation did not transact business in
this State or as a nonprofit corporation organized pursuant to the
laws of this State:
(a) During the entire period for which its charter was revoked; or
(b) During a portion of the period for which its charter was
revoked and the nonprofit corporation paid the fees and penalties for
the portion of that period in which the nonprofit corporation
transacted business in this State or as a nonprofit corporation
organized pursuant to the laws of this State.
2. The Secretary of State may adopt regulations to administer
the provisions of this section.
Sec. 14. NRS 86.241 is hereby amended to read as follows:
86.241 1. Each limited -liability company shall continuously
keep at its prin cipal office in this State or with its custodian of
records whose name and street address are available at its registered
office, unless otherwise provided by an operating agreement, the
following:
(a) A current list of the full name and last known [business]
address , either residence or business, of each member and
manager, separately identifying the members in alphabetical order
and the managers, if any, in alphabetical order;
(b) A copy of the filed articles of organization and all
amendments thereto, together with signed copies of any powers of
attorney pursuant to which any record has been signed; and
(c) Copies of any then effective operating agreement of the
company.
2. Each member of a limited -liability company is entitled to
obtain from the co mpany, from time to time upon reasonable
demand, for any purpose reasonably related to the interest of the
member as a member of the company:
(a) The records required to be maintained pursuant to
subsection 1;
(b) True and, in light of the member’s stated purpose, complete
records regarding the activities and the status of the business and
financial condition of the company;
(c) Promptly after becoming available, a copy of the company’s
federal, state and local income tax returns for each year;
(d) True and complete records regarding the amount of cash and
a description and statement of the agreed value of any other property
or services contributed by each member and which each member
has agreed to contribute in the future, and the date on which eac h
became a member; and

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- 83rd Session (2025)
(e) Other records regarding the affairs of the company as is just
and reasonable under the circumstances and in light of the member’s
stated purpose for demanding such records.
 The right to obtain records under this subsection inc ludes, if
reasonable, the right to make copies or abstracts by photographic,
xerographic, electronic or other means.
3. Each manager of a limited -liability company managed by a
manager or managers is entitled to examine from time to time upon
reasonable demand, for a purpose reasonably related to the
manager’s rights, powers and duties as such, the records described
in subsection 2.
4. Any demand by a member or manager under subsection 2 or
3 is subject to such reasonable standards regarding at what tim e and
location and at whose expense records are to be furnished as may be
set forth in the articles of organization or in an operating agreement
adopted or amended as provided in subsection 8, or, if no such
standards are set forth in the articles of organ ization or operating
agreement, the records must be provided or made available for
examination, as the case may be, during ordinary business hours, at
the expense of the demanding member or manager.
5. If the records subject to a demand pursuant to subse ction 2
or 3 are not available to obtain or made available for examination, as
applicable, at a location within this State upon a reasonable demand
made pursuant to subsection 2 or 3, the manager or member may
serve a demand upon the limited -liability comp any’s registered
agent that the records to be obtained or examined be sent to the
demanding manager or member. Upon such a demand, the limited -
liability company shall send copies of the requested records
described in subsection 2 either in paper or electro nic form to the
manager or member within 10 business days after the demand is
served upon the registered agent.
6. Any demand by a member or manager under this section
must be in writing and must state the purpose of such demand.
When a demanding member seeks to obtain or a manager seeks to
examine the records described in subsection 2, the demanding
member or manager must first establish that:
(a) The demanding member or manager has complied with the
provisions of this section respecting the form and manner of making
a demand for obtaining or examining such records; and
(b) The records sought by the demanding member or manager
are reasonably related to the member’s interest as a member or the
manager’s rights, powers and duties as a manager, as the case may
be.

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7. In every instance where an attorney or other agent of a
member or manager seeks to exercise any right arising under this
section on behalf of such member or manager, the demand must be
accompanied by a power of attorney signed by the member o r
manager authorizing the attorney or other agent to exercise such
rights on behalf of the member or manager.
8. The rights of a member to obtain or a manager to examine
records as provided in this section may be restricted or denied
entirely in the arti cles of organization or in an operating agreement
adopted by all of the members or by the sole member or in any
subsequent amendment adopted by all of the members at the time of
amendment.
Sec. 15. NRS 86.490 is hereby amended to read as follows:
86.490 1. Before the commencement of business by any
limited-liability company where management is vested in one or
more managers and where no member’s interest in the limited -
liability company has been issued, at least two -thirds of the
organizers or the managers of the limited -liability company may
dissolve the limited-liability company by filing with the Secretary of
State [a certificate ] articles of dissolution to dissolve the limited -
liability company.
2. [A certificate ] Any articles of dissolution filed with the
Secretary of State pursuant to subsection 1 must state that:
(a) The management of the limited -liability company is vested
in one or more managers;
(b) The limited-liability company has not commenced business;
and
(c) No member’s interest in the limited -liability company has
been issued.
Sec. 16. NRS 86.531 is hereby amended to read as follows:
86.531 1. Except in the case of a dissolution pursuant to NRS
86.490, as soon as practicable after the [dissolution of ]
determination that a limited -liability company [,] should be
dissolved, articles of dissolution must be prepared and signed setting
forth:
(a) The name of the limited-liability company;
(b) That the [company has been dissolved; ] dissolution has
been approved or is otherwise required pursuant to NRS 86.491,
or has been decreed by the district court pursuant to NRS 86.495;
and
(c) The effective date and time of the dissolution, which [may
not] must be [later than] at the [effective date and] time of the filing
of the articles of dissolution [.] with the Secretary of State or upon

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a later date and time as specified in the articles of dissolution,
which date must not be more than 90 days after the date on which
the ar ticles of dissolution are filed. If the articles of dissolution
specify a later effective date but do not specify an effective time,
the dissolution is effective at 12:01 a.m. in the Pacific time zone on
the specified later date.
2. The articles of dissolution must be signed by:
(a) A manager of the company, if management of the company
is vested in a manager;
(b) A member of the company, if management of the company
is not vested in a manager; or
(c) The personal representative of the last remaining m ember, if
there is no remaining manager or member, unless otherwise
provided in the articles of organization or operating agreement.
Sec. 17. NRS 86.544 is hereby amended to read as follows:
86.544 1. Before transacting business in this State, a foreign
limited-liability company must register with the Secretary of State.
A person shall not register a foreign limited -liability company with
the Secretary of State for any illegal purpose or with the fraudu lent
intent to conceal any business activity, or lack thereof, from another
person or a governmental agency.
2. In order to register, a foreign limited -liability company must
submit to the Secretary of State an application for registration as a
foreign l imited-liability company, signed by a manager of the
company or, if management is not vested in a manager, a member of
the company, or by some other person specifically authorized by the
foreign limited -liability company to sign the application. The
application for registration must set forth:
(a) The name of the foreign limited -liability company and, if
different, the name under which it proposes to register and transact
business in this State;
(b) The jurisdiction and date of its formation;
(c) A declaration of the existence of the foreign limited -liability
company and that the foreign limited -liability company is in good
standing in the jurisdiction in which it was formed;
(d) The information required pursuant to NRS 77.310;
(e) A statement that the Secretary of State is appointed the agent
of the foreign limited -liability company for service of process if the
authority of the registered agent has been revoked, or if the
registered agent has resigned or cannot be found or served with
the exercise of reasonable diligence;
(f) The address of the office required to be maintained in the
state of its organization by the laws of that state or, if not so

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- 83rd Session (2025)
required, of the principal office of the foreign limited -liability
company;
(g) The name and [business] address , either residence or
business, of each manager or, if management is not vested in a
manager, each member;
(h) The address of the office at which is kept a list of the names
and addresses of the members and their capital contributions,
together w ith an undertaking by the foreign limited -liability
company to keep those records until the registration in this State of
the foreign limited-liability company is cancelled or withdrawn; and
(i) If the foreign limited -liability company has one or more
series of members and if the debts or liabilities of a series are
enforceable against the assets of that series only and not against the
assets of the company generally or another series, a statement to that
effect.
Sec. 18. NRS 87.4343 is hereby amended to read as follows:
87.4343 A partner is dissociated from a partnership upon the
occurrence of any of the following events:
1. The partnership’s having notice of the partner’s express will
to withdraw as a partner or on a later date specified by the partner;
2. An event agreed to in the partnership agreement as causing
the partner’s dissociation;
3. The partner’s expulsion pursuant to the partnership
agreement;
4. The partner’s expulsion by the unanimous vote of the ot her
partners if:
(a) It is unlawful to carry on the partnership business with that
partner;
(b) There has been a transfer of all or substantially all of that
partner’s transferable interest in the partnership, other than a transfer
for security purposes, or a court order charging the partner’s
interest, which has not been foreclosed;
(c) Within 90 days after the partnership notifies a corporate
partner that it will be expelled because it has filed [a certificate ]
articles of dissolution or the equivalent, its charter has been revoked
or its right to conduct business has been suspended by the
jurisdiction of its incorporation, there is no revocation of the
[certificate] articles of dissolution or no reinstatement of its char ter
or its right to conduct business; or
(d) A partnership that is a partner has been dissolved and its
business is being wound up;
5. On application by the partnership or another partner, the
partner’s expulsion by judicial determination because:

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(a) The partner engaged in wrongful conduct that adversely and
materially affected the partnership business;
(b) The partner willfully or persistently committed a material
breach of the partnership agreement or of a duty owed to the
partnership or the other partners under NRS 87.4336; or
(c) The partner engaged in conduct relating to the partnership
business which makes it not reasonably practicable to carry on the
business in partnership with the partner;
6. The partner’s:
(a) Becoming a debtor in bankruptcy;
(b) Executing an assignment for the benefit of creditors;
(c) Seeking, consenting to or acquiescing in the appointment of
a trustee, receiver or liquidator of that partner or of all or
substantially all of that partner’s property; or
(d) Failing, within 90 days after the appointment, to have
vacated or stayed the appointment of a trustee, receiver or liquidator
of the partner or of all or substantially all of the partner’s property
obtained without the partner’s consent or acquiescence, or failing
within 90 days after the expiration of a stay to have the appointment
vacated;
7. In the case of a partner who is a natural person:
(a) The partner’s death;
(b) The appointment of a guardian or general conservator for the
partner; or
(c) A judicial de termination that the partner has otherwise
become incapable of performing the partner’s duties under the
partnership agreement;
8. In the case of a partner that is a trust or is acting as a partner
by virtue of being a trustee of a trust, distribution of the trust’s entire
transferable interest in the partnership, but not merely by reason of
the substitution of a successor trustee;
9. In the case of a partner that is an estate or is acting as a
partner by virtue of being a personal representative of an estate,
distribution of the estate’s entire transferable interest in the
partnership, but not merely by reason of the substitution of a
successor personal representative; or
10. Termination of a partner who is not a natural person,
partnership, corporation, trust or estate.
Sec. 19. NRS 87A.435 is hereby amended to read as follows:
87A.435 1. A person does not have a right to withdraw as a
limited partner before the termination of the limited partnership.
2. A person is withdrawn from a limited partnership as a
limited partner upon the occurrence of any of the following events:

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(a) The limited partnership’s having notice of the person’s
express will to withdraw as a limited partner or on a later date
specified by the person;
(b) An event agreed to in the partnership agreement as causing
the person’s withdrawal as a limited partner;
(c) The person’s expulsion as a limited partner pursuant to the
partnership agreement;
(d) The person’s expulsion as a limited partner b y the
unanimous consent of the other partners if:
(1) It is unlawful to carry on the limited partnership’s
activities with the person as a limited partner;
(2) There has been a transfer of all of the person’s
transferable interest in the limited partne rship, other than a transfer
for security purposes, or a court order charging the person’s interest,
which has not been foreclosed;
(3) The person is a corporation and, within 90 days after the
limited partnership notifies the person that it will be expe lled as a
limited partner because it has filed [a certificate ] articles of
dissolution or the equivalent, its charter has been revoked or its right
to conduct business has been suspended by the jurisdiction of its
incorporation, there is no revocation of the [certificate] articles of
dissolution or no reinstatement of its char ter or its right to conduct
business; or
(4) The person is a limited -liability company or partnership
that has been dissolved and whose business is being wound up;
(e) On application by the limited partnership, the person’s
expulsion as a limited partner by judicial order because:
(1) The person engaged in wrongful conduct that adversely
and materially affected the limited partnership’s activities;
(2) The person willfully or persistently committed a material
breach of the partnership agreement or of the obligation of good
faith and fair dealing under subsection 2 of NRS 87A.340; or
(3) The person engaged in conduct relating to the limited
partnership’s activities which makes it not reasonably practicable to
carry on the activities with the person as limited partner;
(f) In the case of a person who is a natural person, the person’s
death;
(g) In the case of a person that is a trust or is acting as a limited
partner by virtue of being a trustee of a trust, distribution of the
trust’s entire transfer able interest in the limited partnership, but not
merely by reason of the substitution of a successor trustee;
(h) In the case of a person that is an estate or is acting as a
limited partner by virtue of being a personal representative of an

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estate, distribution of the estate’s entire transferable interest in the
limited partnership, but not merely by reason of the substitution of a
successor personal representative;
(i) Termination of a limited partner that is not a natural person,
partnership, limited-liability company, corporation, trust or estate;
or
(j) The limited partnership’s participation in a conversion or
merger if the limited partnership:
(1) Is not the converted or surviving entity; or
(2) Is the converted or surviving entity but , as a result of the
conversion or merger, the person ceases to be a limited partner.
Sec. 20. NRS 87A.445 is hereby amended to read as follows:
87A.445 A person is withdrawn from a limited partnership as a
general partner upon the occurrence of any of the following events:
1. The limited partnership’s having notice of the person’s
express will to withdraw as a general partner or on a later date
specified by the person;
2. An event agreed to in the partnership ag reement as causing
the person’s withdrawal as a general partner;
3. The person’s expulsion as a general partner pursuant to the
partnership agreement;
4. The person’s expulsion as a general partner by the
unanimous consent of the other partners if:
(a) It is unlawful to carry on the limited partnership’s activities
with the person as a general partner;
(b) There has been a transfer of all or substantially all of the
person’s transferable interest in the limited partnership, other than a
transfer for security purposes, or a court order charging the person’s
interest, which has not been foreclosed;
(c) The person is a corporation and, within 90 days after the
limited partnership notifies the person that it will be expelled as a
general partner because i t has filed [a certificate ] articles of
dissolution or the equivalent, its charter has been revoked or its right
to conduct business has been suspended by the jurisdiction of its
incorporation, there is no revocation of the [certificate] articles of
dissolution or no reinstatement of its charter or its right to conduct
business; or
(d) The person is a limited -liability company or partnership that
has been dissolved and whose business is being wound up;
5. On application by the limited partnership, the pe rson’s
expulsion as a general partner by judicial determination because:
(a) The person engaged in wrongful conduct that adversely and
materially affected the limited partnership activities;

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(b) The person willfully or persistently committed a material
breach of the partnership agreement or of a duty owed to the
partnership or the other partners under NRS 87A.385; or
(c) The person engaged in conduct relating to the limited
partnership’s activities which makes it not reasonably practicable to
carry on the activities of the limited partnership with the person as a
general partner;
6. The person’s:
(a) Becoming a debtor in bankruptcy;
(b) Execution of an assignment for the benefit of creditors;
(c) Seeking, consenting to or acquiescing in the appointm ent of
a trustee, receiver or liquidator of the person or of all or
substantially all of the person’s property; or
(d) Failure, within 90 days after the appointment, to have
vacated or stayed the appointment of a trustee, receiver or liquidator
of the gen eral partner or of all or substantially all of the person’s
property obtained without the person’s consent or acquiescence, or
failing within 90 days after the expiration of a stay to have the
appointment vacated;
7. In the case of a person who is a natural person:
(a) The person’s death;
(b) The appointment of a guardian or general conservator for the
person; or
(c) A judicial determination that the person has otherwise
become incapable of performing the person’s duties as a general
partner under the partnership agreement;
8. In the case of a person that is a trust or is acting as a general
partner by virtue of being a trustee of a trust, distribution of the
trust’s entire transferable interest in the limited partnership, but not
merely by reason of the substitution of a successor trustee;
9. In the case of a person that is an estate or is acting as a
general partner by virtue of being a personal representative of an
estate, distribution of the estate’s entire transferable interest in the
limited partnership, but not merely by reason of the substitution of a
successor personal representative;
10. Termination of a general partner that is not a natural
person, partnership, limited -liability company, corporation, trust or
estate; or
11. The limite d partnership’s participation in a conversion or
merger under chapter 92A of NRS, if the limited partnership:
(a) Is not the converted or surviving entity; or
(b) Is the converted or surviving entity but, as a result of the
conversion or merger, the person ceases to be a general partner.

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Sec. 21. NRS 88.450 is hereby amended to read as follows:
88.450 Except as approved by the specific written consent of
all partners at the time, a person ceases to be a general partner of a
limited partnership upon the happening of any of the following
events:
1. The general partner withdraws from the limited partnership
as provided in NRS 88.495;
2. The general partner ceases to be a member of the limited
partnership as provided in NRS 88.530;
3. The general partner is removed as a general partner in
accordance with the partnership agreement;
4. Unless otherwise provided in writing in the partnership
agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for the general partner any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation;
(e) Files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the general
partner in any proceeding of this nature; or
(f) Seeks, consents to or acquiesces in the appointment of a
trustee, receiver or liquidator of the general partner or of all or any
substantial part of the general partner’s properties;
5. Unless otherwise provided in writing in the partnership
agreement, 120 days after the comm encement of any proceeding
against the general partner seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief
under any statute, law or regulation, the proceeding has not been
dismissed, or if within 90 d ays after the appointment without the
general partner’s consent or acquiescence of a trustee, receiver or
liquidator of the general partner or of all or any substantial part of
the general partner’s properties, the appointment is not vacated or
stayed, or within 90 days after the expiration of any such stay, the
appointment is not vacated;
6. In the case of a general partner who is a natural person:
(a) The general partner’s death; or
(b) The entry by a court of competent jurisdiction adjudicating
the general partner to be incapacitated;
7. In the case of a general partner who is acting as a general
partner by virtue of being a trustee of a trust, the termination of the
trust, but not merely the substitution of a new trustee;

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8. In the case of a general partner that is a separate partnership,
the dissolution and commencement of winding up of the separate
partnership;
9. In the case of a general partner that is a corporation, the
filing of [a certificate] articles of dissolution, or its equivalent, for
the corporation or the revocation of its charter; or
10. In the case of an estate, the distribution by the fiduciary of
the estate’s entire interest in the partnership.
Sec. 22. Chapter 92A of NRS is hereby amended by adding
thereto a new section to read as follows:
1. Unless otherwise expressly required by the articles of
incorporation of a constituent corporation, no submission to and
no vote of the stockholders of the constituent corporation are
necessary to autho rize a restructuring merger if the plan of
merger expressly permits or requires the merger to be effected
under this section and:
(a) The constituent corporation and the merger subsidiary are
the only constituent entities in the restructuring merger;
(b) Each share or fraction of a share of the capital stock of the
constituent corporation outstanding immediately before the
effective time of the restructuring merger is converted in
the restructuring merger into a share or equal fraction of a share
of a class or series of capital stock of the holding corporation that,
in comparison to the class or series of capital stock of the
constituent corporation being converted:
(1) Has the same voting powers, designations, preferences,
limitations, restrictions and relative rights;
(2) Is likewise registered under applicable securities laws, if
the class or series of such converted share or fraction of a share
was so registered immediately before the effective time of the
restructuring merger; and
(3) Is like wise eligible or approved for trading on each
exchange and in each market, if any, as the class or series of the
converted share or fraction of a share was so eligible or approved
immediately before the effective time of the restructuring merger;
(c) The organizational documents of the holding corporation
immediately following the effective time of the restructuring
merger contain only provisions identical to the organizational
documents of the constituent corporation immediately before the
effective time of the restructuring merger, other than:
(1) The name of the holding corporation, if different from
the constituent corporation;

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(2) Any provision that could be omitted from restated
articles of incorporation in accordance with NRS 78.403; and
(3) The provisions required by paragraph (f);
(d) As a result of the restructuring merger, the surviving
company becomes a direct or indirect wholly owned subsidiary of
the holding corporation;
(e) The plan of merger for the restructuring merger requires
that the directors and officers of the constituent corporation are
the only directors and officers, respectively, of the holding
corporation at the effective time of the restructuring merger;
(f) The organizational documents of the holding corporation
and the surviving company, in each case for a period of not less
than 2 years after the effective time of the restructuring merger,
contain provisions requiring, by specific reference to this section,
that:
(1) At least a majority of the voting power of the gove rning
body of the surviving company will be comprised of individuals
then serving as a director of the holding corporation, unless the
surviving company is a limited -liability company managed by its
members and the holding corporation then holds at least a
majority of the voting power of the owner’s interests of the
surviving company;
(2) If the surviving company is a limited -liability company,
either:
(I) The surviving company will be managed by its
members and the holding corporation then holds at le ast a
majority of the voting power of the owner’s interests of the
surviving company; or
(II) The surviving company will be managed by one or
more managers and the organizational documents of the surviving
company expressly provide that each such manager shall be
subject to non -waivable fiduciary duties identical to those of a
director of a domestic corporation and the benefit of the
entitlements, presumptions and protections afforded to such
directors under chapter 78 of NRS;
(3) The approval of at le ast a majority of the voting power
of the stockholders of the holding corporation or owners of any
successor entity thereto will be required, in addition to any vote or
other approval required by this chapter or the organizational
documents of the holding corporation or the surviving company,
for:
(I) Any other merger in which the surviving company is
a constituent entity, other than a merger of the surviving company

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with another entity that is wholly owned by the holding
corporation immediately before t he effective time of such other
merger, that requires the approval of the owners of the surviving
company;
(II) Any sale of the assets of the surviving company that
would require the approval of the stockholders pursuant to NRS
78.565 if the surviving c ompany were a domestic corporation,
regardless of whether the surviving corporation is then a domestic
corporation, provided that no approval pursuant to this sub -
subparagraph will be required in connection with the mortgage or
pledge of such assets made in good faith and not in circumvention
of any other approval required pursuant to this subparagraph;
(III) Any sale, exchange, transfer or other disposition of
the owner’s interests of the surviving company holding greater
than a majority of the voting p ower of such owner’s interests with
respect to the election of the governing body of the surviving
company, provided that no approval pursuant to this sub -
subparagraph will be required in connection with the mortgage or
pledge of such owner’s interests mad e in good faith and not in
circumvention of any other approval required pursuant to this
subparagraph; or
(IV) Dissolution or other termination of the existence of
the surviving company; and
(4) The provisions of subparagraph (3) shall not be
construed to require the approval of the stockholders of the
holding corporation to elect or remove any member of the
governing body of the surviving entity; and
(g) The board of directors of the constituent corporation
determines in good faith that the stockhold ers of the constituent
corporation would not reasonably be expected to recognize gain or
loss for United States federal income tax purposes by reason of
giving effect to the restructuring merger.
2. The articles of incorporation of a domestic corporation
may forbid the corporation from entering into a merger pursuant
to this section.
3. Nothing in this section shall revive, extinguish or
otherwise affect the standing of any person under NRS 41.520
with respect to the constituent corporation as of immedi ately
before the effective time of the restructuring merger.
4. This section does not apply to circumvent or contravene
the provisions of NRS 78.378 to 78.3793, inclusive, or 78.411 to
78.444, inclusive. If and to the extent the provisions of NRS
78.378 to 78.3793, inclusive, or 78.411 to 78.444, inclusive,

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applied to the constituent corporation, any class or series of its
capital stock or any of its stockholders immediately before the
effective time of the restructuring merger, such provisions apply
correspondingly to the holding corporation, its capital stock and
its stockholders immediately after the effective time of the
restructuring merger. Nothing in this section shall be construed
to:
(a) Affect the status of any stockholder as an interested
stockholder, as defined in NRS 78.3787 or 78.423; or
(b) Lengthen or shorten the duration of any time period under
the provisions of NRS 78.378 to 78.3793, inclusive, or 78.411 to
78.444, inclusive, applicable to the constituent corporation, any
class or serie s of its capital stock or any of its stockholders
immediately before the effective time of the restructuring merger,
and the duration of each such time period as applicable to the
holding corporation, its capital stock and its stockholders after the
effective time of the restructuring merger, will be determined with
reference to the constituent corporation, its capital stock and its
stockholders before the effective time of the restructuring merger.
5. As used in this section:
(a) “Constituent corporation” means a domestic corporation
that is a constituent entity in a restructuring merger.
(b) “Holding corporation” means a domestic corporation
which, from the date of its incorporation through and until the
effective time of a restructuring merg er, is at all times a direct or
indirect wholly owned subsidiary of the constituent corporation
and whose shares will be issued to the former stockholders of the
constituent corporation in the restructuring merger.
(c) “Merger subsidiary” means a domestic corporation or
domestic limited-liability company in each case that is a direct or
indirect wholly owned subsidiary of the constituent corporation.
(d) “Organizational documents” means, when used in
reference to:
(1) A corporation, the articles of inco rporation and bylaws
of the corporation; and
(2) A limited-liability company, the articles of organization
and operating agreement of the limited-liability company.
(e) “Restructuring merger” means the merger of a constituent
corporation with a merger s ubsidiary effected pursuant to this
section.
(f) “Surviving company” means the surviving entity of the
merger of the constituent corporation and the merger subsidiary.

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Sec. 23. NRS 92A.120 is hereby amended to read as follows:
92A.120 1. [After adopting] For a plan of merger, [exchange
or] conversion [,] or exchange to be approved, the board of
directors of each domestic corporation that is a constituent entity [in
the merger or conversion, or the board of directors of the domestic
corporation whose shares will be acquired in the exchange, ] must
[submit] adopt the plan . [of merger, except]
2. Except as otherwise provided in NRS 92A.130, 92A.133
and 92A.180 [, the plan of conversion or the plan of exchange for
approval by its stockholders who are entitled to vote on the plan in
accordance with the provisions of this section.
2. For a plan of merger, conversion or exchange to be
approved:] and section 22 of this act:
(a) The board of directors of each domestic corporation that is
a constituent entity must recommend the plan [of merger,
conversion or exchange ] to the stockholders [,] of such a domestic
corporation who are entitled to vote on the plan, unless the board
of directors determines that because of a conflict of interest , or
because of other special circumstances relating to the composition
of the board of directors at the time of its consideration of the
plan, it should make no recommendation and it communicates the
basis for its determ ination to the stockholders [with] in its
submission of the plan [; and] pursuant to paragraph (b);
(b) The board of directors of each domestic corporation that is
a constituent entity must submit the plan for approval by the
stockholders of such a domest ic corporation who are entitled to
vote on the plan in accordance with the provisions of this section;
and
(c) The stockholders of each domestic corporation that is a
constituent entity who are entitled to vote on the plan must approve
the plan [.] in accordance with the provisions of this section.
3. Without limiting the requirements of paragraph (a) of
subsection 2:
(a) The board of directors may condition its submission to the
stockholders of the proposed merger, conversion or exchange on
any basis [. The provisions of this section or this chapter must not be
construed to permit a board of directors to submit, or to agree to
submit, a] ; and
(b) If any provision of the plan of merger, conversion or
exchange [to the stockholders without the rec ommendation of the
board required pursuant to paragraph (a) of subsection 2 unless the
board of directors determines that because of a conflict of interest or
other special circumstances it should make no recommendation and

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it communicates the basis for it s determination to the stockholders
with the plan. Any ] or of any other agreement [of] requires the
board of directors to submit [a] the plan [of merger, conversion or
exchange] to the stockholders , notwithstanding an adverse
recommendation of the board of directors made in accordance with
the terms and conditions of the plan, such provision shall be
[deemed to be] void and of no force or effect.
4. Unless the plan of merger, conversion or exchange is
approved by the written consent of stockholders pursu ant to
subsection 7, the domestic corporation must notify each stockholder,
whether or not the stockholder is entitled to vote, of the proposed
stockholders’ meeting in accordance with NRS 78.370. The notice
must also state that the purpose, or one of the purposes, of the
meeting is to consider the plan of merger, conversion or exchange
and must contain or be accompanied by a copy or summary of the
plan.
5. Unless this chapter, the articles of incorporation, the
resolutions of the board of directors estab lishing the class or series
of stock or the board of directors acting pursuant to paragraph (a)
of subsection 3 require a greater vote or a vote by classes of
stockholders, the plan of merger or conversion must be approved by
a majority of the voting power of the stockholders.
6. Unless the articles of incorporation or the resolution of the
board of directors establishing a class or series of stock provide
otherwise, or unless the board of directors acting pursuant to
paragraph (a) of subsection 3 require s a greater vote, the plan of
exchange must be approved by a majority of the voting power of
each class and each series to be exchanged pursuant to the plan
of exchange.
7. Unless otherwise provided in the articles of incorporation or
the bylaws of the domestic corporation, the plan of merger,
conversion or exchange may be approved by written consent as
provided in NRS 78.320.
8. If an officer, director or stockholder of a domestic
corporation, which will be the constituent entity in a conversion,
will have any liability for the obligations of the resulting entity after
the conversion because the officer, director or stockholder will be
the owner of an owner’s interest in the resulting entity, then that
officer, director or stockholder must also approve the plan of
conversion.
9. Unless otherwise provided in the articles of incorporation or
bylaws of a domestic corporation, a plan of merger, conversion or
exchange may contain a provision that permits amendment of the

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plan of merger, conversion or excha nge at any time after the
stockholders of the domestic corporation approve the plan of
merger, conversion or exchange, but before the articles of merger,
conversion or exchange become effective, without obtaining the
approval of the stockholders of the dom estic corporation for the
amendment if the amendment does not:
(a) Alter or change the manner or basis of exchanging an
owner’s interest to be acquired for owner’s interests, rights to
purchase owner’s interests, or other securities of the acquiring entity
or any other entity, or for cash or other property in whole or in part;
or
(b) Alter or change any of the terms and conditions of the plan
of merger, conversion or exchange in a manner that adversely
affects the stockholders of the domestic corporation.
[10. A board of directors shall cancel the proposed meeting or
remove the plan of merger, conversion or exchange from
consideration at the meeting if the board of directors determines that
it is not advisable to submit the plan of merger, conversion or
exchange to the stockholders for approval.]
Sec. 24. NRS 92A.133 is hereby amended to read as follows:
92A.133 1. Unless otherwise expressly required by the
articles of incorporation, no submission to, and no vote of , the
stockholders of a domestic corporation is necessary to authorize a
merger in which the domestic corporation is a constituent entity if
the plan of merger expressly permits or requires the merger to be
effected under this section and:
(a) The ownership threshold requirement is satisfied without any
offer, subject to the provisions of subsection 2; or
(b) The ownership threshold requirement is satisfied in whole or
in part by way of an offer and:
(1) The domestic corporation has been a public ly traded
corporation at all times during the period between:
(I) The date of the commencement of the offer or the date
of the adoption of the plan of merger by the board of directors of the
domestic corporation, whichever is earlier; and
(II) The effective date of the merger; and
(2) The plan of merger requires that:
(I) The merger must be effected as soon as practicable
following the consummation of the offer if the merger is effected
under this section; and
(II) Each outstanding share of each class or series of stock
of the domestic corporation that is the subject of, and not
irrevocably accepted for purchase or exchange in, the offer must be

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converted in such merger into, or into the right to receive, the same
amount and kind of cash, property, rights or securities to be paid for
shares of such class or series of stock of the domestic corporation
irrevocably accepted for purchase or exchange in the offer. The plan
of merger may expressly provide that the requirements of this sub -
subparagraph must not apply to specified categories of excluded
shares.
2. If a merger pursuant to this section is to be effectuated
without any offer:
(a) The ownership threshold requirement must be satisfied
without counting the voting power of any shares of the stock of the
domestic corporation acquired from the domestic corporation, or
any of the directors, officers, affiliates or associates thereof, within
the 6 months immediately preceding the adoption of the plan of
merger by the board of directors of the domestic corporation;
(b) The domestic corporation must provide notice of the merger
to all of its stockholders not less than 30 days before the effective
date of the merger; and
(c) The domestic corporation must have been a publicly traded
corporation at a ll times during the period between the date of the
adoption of the plan of merger by the board of directors of the
domestic corporation and the effective date of the merger.
3. This section does not apply to circumvent or contravene the
provisions of NRS 78.378 to 78.3793, inclusive, or NRS 78.411 to
78.444, inclusive.
4. As used in this section:
(a) “Affiliate” has the meaning ascribed to it in NRS 78.412.
(b) “Associate” has the meaning ascribed to it in NRS 78.413.
(c) “Consummation” means the irr evocable acceptance for
purchase or exchange of shares tendered pursuant to an offer.
(d) “Excluded shares” means:
(1) Rollover shares; and
(2) Shares of the domestic corporation that are owned
beneficially or of record at the commencement of an offer by:
(I) The domestic corporation;
(II) The constituent entity making the offer;
(III) Any person who owns, directly or indirectly, all of
the outstanding equity interests of the constituent entity making the
offer; or
(IV) Any direct or indire ct wholly owned subsidiary of
any of the foregoing.
(e) “Offer” means an offer made by the other constituent entity
in the merger for all of the outstanding shares of each class or series

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of stock of the domestic corporation listed on a national securities
exchange, on the terms provided in the plan of merger that, absent
this section, would be entitled to vote on the approval of the plan of
merger. The other constituent entity in the merger may, but is not
required to, engage in the consummation of separate offers for
separate classes or series of the stock of the domestic corporation.
An offer may, but is not required to:
(1) Exclude any excluded shares; and
(2) Be conditioned on the tender of a minimum number or
proportion of shares of any class or series of the stock of the
domestic corporation.
(f) “Owned affiliate” means, with respect to a constituent entity,
any other person who owns, directly or indirectly, all of the
outstanding equity interests of the constituent entity, or any direct or
indirect wholly owned subsidiary of the constituent entity or other
person.
(g) “Ownership threshold requirement” means that the voting
power of the stock of the domestic corporation otherwise owned
beneficially or of record by the other constituent entity in the merger
or any of the owned affiliates of the other constituent entity,
together with the voting power of any rollover shares and any shares
irrevocably accepted for purchase or exchange pursuant to any offer
and received before the expiration of the offer by the agent or
depositary appointed to facilitate the consummation of the offer,
equals at least that proportion of the voting power of the stock, and
of each class or series thereof, of the domestic corporation that,
absent this section, would be required to approve the plan of merger
under this chapter and the articles of incorporation and bylaws of the
domestic corporation. For the purposes of this paragraph, shares are
received:
(1) If the shares are certificated shares, upon physical r eceipt
by the agent or depositary of a stock certificate with an executed
letter of transmittal or other instrument of transfer;
(2) If the shares are uncertificated shares held of record by a
clearing corporation as nominee, upon transfer into the accou nt of
the agent or depositary by way of an agent’s message; and
(3) If the shares are uncertificated shares held of record by a
person other than a clearing corporation as nominee, upon physical
receipt by the agent or depositary of an executed letter of transmittal
or other instrument of transfer.
(h) “Publicly traded corporation” means a domestic corporation
that has a class or series of voting shares which is a covered security

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- 83rd Session (2025)
under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15
U.S.C. § 77r(b)(1)(A) or (B), as amended.
(i) “Rollover shares” means any shares of any class or series of
the capital stock of the domestic corporation that are the subject of a
written agreement requiring such shares to be contributed or
otherwise transferred to the other constituent entity in the merger or
any of the owned affiliates of the other constituent entity in
exchange for shares or other equity interest in the other constituent
entity or any of its owned affiliates. Shares must cease to be rollover
shares if, as of the effective time of the merger, the shares have not
been contributed or otherwise transferred pursuant to the written
agreement.
Sec. 25. NRS 92A.195 is hereby amended to read as follows:
92A.195 1. One foreign entity or foreign general partnership
may convert into one domestic entity if:
(a) The conversion is permitted by the law of the jurisdiction
governing the foreign entity or foreign general partnership and the
foreign entity or foreign general par tnership complies with that law
in effecting the conversion;
(b) The foreign entity or foreign general partnership complies
with the applicable provisions of NRS 92A.205, 92A.207, 92A.210,
92A.230 and 92A.240; and
(c) The resulting domestic entity compli es with the applicable
provisions of NRS 92A.205 and 92A.220.
2. One domestic entity or domestic general partnership may
convert into one foreign entity if:
(a) The conversion is permitted by the law of the jurisdiction
governing the resulting foreign entity and the resulting foreign entity
complies with that law in effecting the conversion; and
(b) The domestic entity complies with the applicable provisions
of NRS 92A.105, 92A.120, 92A.135, 92A.140, 92A.150, 92A.165,
92A.205, 92A.207, 92A.210, 92A.230 and 92A.240.
3. When a conversion pursuant to subsection 2 takes effect, the
resulting foreign entity shall be deemed to have appointed the
Secretary of State as its agent for service of process in a proceeding
to enforce any obligation. Service of proc ess must be made
personally by delivering to and leaving with the Secretary of State
duplicate copies of the process and the payment of a fee of $100 for
accepting and transmitting the process. The Secretary of State shall
send one of the copies of the pro cess by registered or certified mail
to the resulting entity at its specified address, unless the resulting
entity has designated in writing to the Secretary of State a different

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- 83rd Session (2025)
address for that purpose, in which case it must be mailed to the last
address so designated.
Sec. 26. NRS 92A.380 is hereby amended to read as follows:
92A.380 1. Except as otherwise provided in NRS 92A.370
and 92A.390 and subject to the limitation in paragraph (f), any
stockholder is entitled to dissent from, and obtain payment of the
fair value of the stockholder’s shares in the event of any of the
following corporate actions:
(a) Consummation of a plan of merger to which the domestic
corporation is a constituent entity:
(1) If approval by the stockholders is required for the merger
by [NRS 92A.120 to 92A.160, inclusive,] this chapter or the articles
of incorporation, regardless of whether the stockholder is entitled to
vote on the plan of merger;
(2) If the domestic corporation is a subsid iary and is merged
with its parent pursuant to NRS 92A.180; or
(3) If the domestic corporation is a constituent entity in a
merger pursuant to NRS 92A.133.
(b) Consummation of a plan of conversion to which the
domestic corporation is a constituent entity as the corporation whose
subject owner’s interests will be converted.
(c) Consummation of a plan of exchange to which the domestic
corporation is a constituent entity as the corporation whose subject
owner’s interests will be acquired, if the stockholder’s shares are to
be acquired in the plan of exchange.
(d) Any corporate action taken pursuant to a vote of the
stockholders to the extent that the articles of incorporation, bylaws
or a resolution of the board of directors provides that voting or
nonvoting stockholders are entitled to dissent and obtain payment
for their shares.
(e) Accordance of full voting rights to control shares, as defined
in NRS 78.3784, only to the extent provided for pursuant to
NRS 78.3793.
(f) Any corporate action n ot described in this subsection
pursuant to which the stockholder would be obligated, as a result of
the corporate action, to accept money or scrip rather than receive a
fraction of a share in exchange for the cancellation of all the
stockholder’s outstand ing shares, except where the stockholder
would not be entitled to receive such payment pursuant to NRS
78.205, 78.2055 or 78.207. A dissent pursuant to this paragraph
applies only to the fraction of a share, and the stockholder is entitled
only to obtain payment of the fair value of the fraction of a share.

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- 83rd Session (2025)
2. A stockholder who is entitled to dissent and obtain payment
pursuant to NRS 92A.300 to 92A.500, inclusive, must not otherwise
object to or challenge the corporate action creating the entitlement
[unless the action is unlawful or constitutes or] , except to the extent
that:
(a) The domestic corporation did not obtain the vote or consent
of the requisite voting power of the stockholders to approve the
action as prescribed under this chapter and the articles of
incorporation and bylaws of the domestic corporation; or
(b) The corporate action is the proximate result of actual fraud
against the stockholder or the domestic corporation.
3. Subject to the limitations in this subsection, from and after
the effective date of any corporate action described in subsection 1,
no stockholder who has exercised the right to dissent pursuant to
NRS 92A.300 to 92A.500, inclusive, is entitled to vote his or her
shares for any purpose or to receive payment of dividen ds or any
other distributions on shares. This subsection does not apply to
dividends or other distributions payable to stockholders on a date
before the effective date of any corporate action from which the
stockholder has dissented. If a stockholder exerc ises the right to
dissent with respect to a corporate action described in paragraph (f)
of subsection 1, the restrictions of this subsection apply only to the
shares to be converted into a fraction of a share and the dividends
and distributions to those shares.
Sec. 27. This act becomes effective upon passage and
approval.

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