[Rev. 2/10/2015 4:10:40
PM--2014R2]
CHAPTER 92A - MERGERS, CONVERSIONS,
EXCHANGES AND DOMESTICATIONS
GENERAL PROVISIONS
NRS 92A.005 Definitions.
NRS 92A.007 “Approval”
and “vote” defined.
NRS 92A.0075 “Articles,”
“articles of incorporation” and “certificate of incorporation” defined.
NRS 92A.008 “Business
trust” defined.
NRS 92A.009 “Charter
document” defined.
NRS 92A.010 “Constituent
document” defined.
NRS 92A.015 “Constituent
entity” defined.
NRS 92A.020 “Domestic”
defined.
NRS 92A.022 “Domestic
business trust” defined.
NRS 92A.025 “Domestic
corporation” defined.
NRS 92A.027 “Domestic
general partnership” defined.
NRS 92A.030 “Domestic
limited-liability company” defined.
NRS 92A.035 “Domestic
limited partnership” defined.
NRS 92A.040 “Domestic
nonprofit corporation” defined.
NRS 92A.045 “Entity”
defined.
NRS 92A.050 “Exchange”
defined.
NRS 92A.055 “Foreign”
defined.
NRS 92A.060 “Limited
partner” defined.
NRS 92A.070 “Member”
defined.
NRS 92A.073 “Nonprofit
cooperative corporation” defined.
NRS 92A.075 “Owner”
defined.
NRS 92A.080 “Owner’s
interest” defined.
NRS 92A.083 “Principal
office” defined.
NRS 92A.090 “Resulting
entity” defined.
NRS 92A.092 “Senior
executive” defined.
NRS 92A.098 Notice
and other communications.
AUTHORITY, PROCEDURE AND EFFECT
NRS 92A.100 Authority
for merger; approval, contents and form of plan of merger.
NRS 92A.105 Authority
for conversion; approval, form and contents of plan of conversion.
NRS 92A.110 Authority
for exchange; approval, contents and form of plan of exchange.
NRS 92A.120 Approval
of plan of merger, conversion or exchange for domestic corporation.
NRS 92A.130 Approval
of plan of merger for domestic corporation: Conditions under which action by
stockholders of surviving corporation is not required.
NRS 92A.135 Approval
of plan of conversion for domestic general partnership.
NRS 92A.140 Approval
of plan of merger, conversion or exchange for domestic limited partnership.
NRS 92A.150 Approval
of plan of merger, conversion or exchange for domestic limited-liability
company.
NRS 92A.160 Approval
of plan of merger or exchange for domestic nonprofit corporation.
NRS 92A.162 Approval
of plan of merger, conversion or exchange for nonprofit cooperative
corporation.
NRS 92A.165 Approval
of plan of merger, conversion or exchange for domestic business trust.
NRS 92A.170 Abandonment
of planned merger, conversion or exchange before filing of articles.
NRS 92A.175 Termination
of planned merger, conversion or exchange after filing of articles.
NRS 92A.180 Merger
of subsidiary into parent or parent into subsidiary.
NRS 92A.190 Merger
or exchange with foreign entity.
NRS 92A.195 Conversion
of foreign or domestic entity or foreign or domestic general partnership.
NRS 92A.200 Filing
requirements for mergers or exchanges; dependency of terms of plan of merger,
conversion or exchange on extrinsic facts.
NRS 92A.205 Filing
requirements for conversions.
NRS 92A.207 Form
required for filing of records.
NRS 92A.210 Filing
fees.
NRS 92A.220 Duty
when entire plan of merger, conversion or exchange is not set forth in
articles.
NRS 92A.230 Signing
of articles of merger, conversion or exchange.
NRS 92A.240 Effective
date and time of merger, conversion or exchange; articles of termination.
NRS 92A.250 Effect
of merger, conversion or exchange.
NRS 92A.260 Liability
of owner after merger, conversion or exchange.
NRS 92A.270 Domestication
of undomesticated organization.
NRS 92A.280 Cancellation
of filings.
RIGHTS OF DISSENTING OWNERS
NRS 92A.300 Definitions.
NRS 92A.305 “Beneficial
stockholder” defined.
NRS 92A.310 “Corporate
action” defined.
NRS 92A.315 “Dissenter”
defined.
NRS 92A.320 “Fair
value” defined.
NRS 92A.325 “Stockholder”
defined.
NRS 92A.330 “Stockholder
of record” defined.
NRS 92A.335 “Subject
corporation” defined.
NRS 92A.340 Computation
of interest.
NRS 92A.350 Rights
of dissenting partner of domestic limited partnership.
NRS 92A.360 Rights
of dissenting member of domestic limited-liability company.
NRS 92A.370 Rights
of dissenting member of domestic nonprofit corporation.
NRS 92A.380 Right
of stockholder to dissent from certain corporate actions and to obtain payment
for shares.
NRS 92A.390 Limitations
on right of dissent: Stockholders of certain classes or series; action of
stockholders not required for plan of merger.
NRS 92A.400 Limitations
on right of dissent: Assertion as to portions only to shares registered to
stockholder; assertion by beneficial stockholder.
NRS 92A.410 Notification
of stockholders regarding right of dissent.
NRS 92A.420 Prerequisites
to demand for payment for shares.
NRS 92A.430 Dissenter’s
notice: Delivery to stockholders entitled to assert rights; contents.
NRS 92A.440 Demand
for payment and deposit of certificates; loss of rights of stockholder;
withdrawal from appraisal process.
NRS 92A.450 Uncertificated
shares: Authority to restrict transfer after demand for payment.
NRS 92A.460 Payment
for shares: General requirements.
NRS 92A.470 Withholding
payment for shares acquired on or after date of dissenter’s notice: General
requirements.
NRS 92A.480 Dissenter’s
estimate of fair value: Notification of subject corporation; demand for payment
of estimate.
NRS 92A.490 Legal
proceeding to determine fair value: Duties of subject corporation; powers of
court; rights of dissenter.
NRS 92A.500 Assessment
of costs and fees in certain legal proceedings.
_________
GENERAL PROVISIONS
NRS 92A.005 Definitions. As used
in this chapter, unless the context otherwise requires, the words and terms
defined in NRS 92A.007 to 92A.092,
inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1995, 2079; A 1997, 726; 1999, 1626; 2001, 1406, 3199; 2003, 3181; 2007, 2702; 2009, 1717;
2011, 2812;
2013, 774)
NRS 92A.007 “Approval” and “vote” defined. “Approval”
and “vote” as describing action by directors or stockholders mean the vote by
directors in person or by written consent, or action of stockholders in person,
by proxy or by written consent.
(Added to NRS by 1997, 726)
NRS 92A.0075 “Articles,” “articles of incorporation” and “certificate of
incorporation” defined. “Articles,”
“articles of incorporation” and “certificate of incorporation” are synonymous
terms and, unless the context otherwise requires, include all certificates
filed pursuant to NRS 78.030, 78.1955, 78.209, 78.380,
78.385 and 78.390 and any articles of merger,
conversion, exchange or domestication filed pursuant to NRS
92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwise requires, these
terms include restated articles and certificates of incorporation.
(Added to NRS by 2003, 3180)
NRS 92A.008 “Business trust” defined. “Business
trust” means:
1. A domestic business trust; or
2. An unincorporated association formed
pursuant to, existing under or governed by the law of a jurisdiction other than
this State and generally described by NRS
88A.030.
(Added to NRS by 1999, 1626)
NRS 92A.009 “Charter document” defined. “Charter
document” means the articles of incorporation of a foreign corporation, whether
or not for profit, the articles of incorporation of a domestic corporation and
a domestic nonprofit corporation, the articles of organization of a
limited-liability company, the certificate of limited partnership of a limited
partnership or the certificate of trust of a business trust and all amendments
thereto.
(Added to NRS by 2003, 3180)
NRS 92A.010 “Constituent document” defined. “Constituent
document” means the articles of incorporation or bylaws of a corporation,
whether or not for profit, the articles of organization or operating agreement
of a limited-liability company, the certificate of limited partnership or
partnership agreement of a limited partnership, or the certificate of trust or
governing instrument of a business trust.
(Added to NRS by 1995, 2079; A 2001, 1406, 3199)
NRS 92A.015 “Constituent entity” defined. “Constituent
entity” means:
1. With respect to a merger, each merging
or surviving entity;
2. With respect to an exchange, each
entity whose owner’s interests will be acquired or each entity acquiring those
interests; and
3. With respect to the conversion of an
entity or a general partnership, the entity or general partnership that will be
converted into another entity.
(Added to NRS by 1995, 2079; A 2001, 1407, 3199)
NRS 92A.020 “Domestic” defined. “Domestic”
as applied to an entity means one organized and existing under the laws of this
State.
(Added to NRS by 1995, 2079)
NRS 92A.022 “Domestic business trust” defined. “Domestic
business trust” means a business trust formed and existing pursuant to the
provisions of chapter 88A of NRS.
(Added to NRS by 1999, 1626)
NRS 92A.025 “Domestic corporation” defined. “Domestic
corporation” means a corporation organized and existing under chapter 78, 78A,
78B or 89
of NRS.
(Added to NRS by 1995, 2079; A 1997, 726; 2013, 418, 774)
NRS 92A.027 “Domestic general partnership” defined. “Domestic
general partnership” means a general partnership governed by the provisions of chapter 87 of NRS.
(Added to NRS by 2001, 1403; A 2001, 3199)
NRS 92A.030 “Domestic limited-liability company” defined. “Domestic limited-liability company” means a
limited-liability company organized and existing under chapter 86 of NRS.
(Added to NRS by 1995, 2079)
NRS 92A.035 “Domestic limited partnership” defined. “Domestic
limited partnership” means a limited partnership organized and existing under chapter 87A or 88
of NRS.
(Added to NRS by 1995, 2079; A 2007, 483)
NRS 92A.040 “Domestic nonprofit corporation” defined. “Domestic nonprofit corporation” means a
corporation organized or existing under chapter
82 of NRS, including those listed in NRS
82.051.
(Added to NRS by 1995, 2079)
NRS 92A.045 “Entity” defined. “Entity”
means a foreign or domestic:
1. Corporation, whether or not for profit;
2. Limited-liability company;
3. Limited partnership; or
4. Business trust.
(Added to NRS by 1995, 2079; A 1999, 1626; 2003, 3181)
NRS 92A.050 “Exchange” defined. “Exchange”
means the acquisition by one or more foreign or domestic entities of all an
owner’s interests or one or more classes or series of an owner’s interests of
one or more foreign or domestic entities.
(Added to NRS by 1995, 2079)
NRS 92A.055 “Foreign” defined. “Foreign”
as applied to an entity means one not organized or existing under the laws of
this State.
(Added to NRS by 1995, 2079)
NRS 92A.060 “Limited partner” defined. “Limited
partner” means a person who has been admitted to a limited partnership as a
limited partner in accordance with the partnership agreement.
(Added to NRS by 1995, 2079)
NRS 92A.070 “Member” defined. “Member”
means:
1. A member of a limited-liability
company, as defined in NRS 86.081; or
2. A member of a nonprofit corporation
which has members.
(Added to NRS by 1995, 2080; A 2001, 1407, 3199)
NRS 92A.073 “Nonprofit cooperative corporation” defined. “Nonprofit cooperative corporation” means a
nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160, inclusive.
(Added to NRS by 2013, 773)
NRS 92A.075 “Owner” defined. “Owner”
means the holder of an interest described in NRS
92A.080 or a noneconomic member of a limited-liability company described in
NRS 86.095.
(Added to NRS by 1995, 2080; A 2001, 1407, 3199)
NRS 92A.080 “Owner’s interest” defined. “Owner’s
interest” means shares of stock in a corporation, membership in a nonprofit
corporation, the interest of a member of a limited-liability company or a
beneficial owner of a business trust, or the partnership interest of a general
or limited partner of a limited partnership.
(Added to NRS by 1995, 2080; A 1999, 1626)
NRS 92A.083 “Principal office” defined. “Principal
office” has the meaning ascribed to it in NRS
78.010.
(Added to NRS by 2007, 2702)
NRS 92A.090 “Resulting entity” defined. “Resulting
entity” means, with respect to a conversion, the entity that results from
conversion of the constituent entity.
(Added to NRS by 2001, 1403; A 2001, 3199)
NRS 92A.092 “Senior executive” defined. “Senior
executive” means the chief executive officer, chief operating officer, chief
financial officer or anyone in charge of a principal business unit or function
of a domestic corporation.
(Added to NRS by 2009, 1717)
NRS 92A.098 Notice and other communications. Any
notice or other communication sent pursuant to any provision of this chapter
may be delivered by electronic transmission pursuant to NRS 75.150.
(Added to NRS by 2011, 2812)
AUTHORITY, PROCEDURE AND EFFECT
NRS 92A.100 Authority for merger; approval, contents and form of plan of
merger.
1. Except as limited by NRS 78.411 to 78.444, inclusive, one or more domestic
entities may merge into another entity if the plan of merger is approved
pursuant to the provisions of this chapter.
2. Except as otherwise provided in NRS 92A.180, the plan of merger must set forth:
(a) The name and jurisdiction of organization of
each constituent entity;
(b) The name, jurisdiction of organization and
kind of entity or entities that will survive the merger;
(c) The terms and conditions of the merger; and
(d) The manner and basis, if any, of converting
the owner’s interests of each constituent entity into owner’s interests, rights
to purchase owner’s interests, or other securities of the surviving or other
entity or into cash or other property in whole or in part or cancelling such
owner’s interests in whole or in part.
3. The plan of merger may set forth:
(a) Amendments to the constituent documents of
the surviving entity; and
(b) Other provisions relating to the merger.
4. The plan of merger must be in writing.
(Added to NRS by 1995, 2080; A 1997, 726; 2003, 3181; 2005, 2200)
NRS 92A.105 Authority for conversion; approval, form and contents of plan of
conversion.
1. Except as limited by NRS 78.411 to 78.444, inclusive, one domestic general
partnership or one domestic entity, except a domestic nonprofit corporation,
may convert into a domestic entity of a different type or into a foreign entity
if a plan of conversion is approved pursuant to the provisions of this chapter.
2. The plan of conversion must be in
writing and set forth the:
(a) Name of the constituent entity and the
proposed name for the resulting entity;
(b) Jurisdiction of the law that governs the
constituent entity;
(c) Jurisdiction of the law that will govern the
resulting entity;
(d) Terms and conditions of the conversion;
(e) Manner and basis, if any, of converting the
owner’s interest of the constituent entity or the interest of a partner in a
general partnership that is the constituent entity into owner’s interests,
rights of purchase and other securities in the resulting entity or cancelling
such owner’s interests in whole or in part; and
(f) Full text of the charter documents of the
resulting entity.
3. The plan of conversion may set forth
other provisions relating to the conversion.
(Added to NRS by 2001, 1403; A 2001, 3199; 2003, 3181; 2005, 2200; 2011, 2812)
NRS 92A.110 Authority for exchange; approval, contents and form of plan of
exchange.
1. Except as a corporation is limited by NRS 78.411 to 78.444, inclusive, one or more domestic
entities may acquire all of the outstanding owner’s interests of one or more
classes or series of another entity not already owned by the acquiring entity
or an affiliate thereof if the plan of exchange is approved pursuant to the
provisions of this chapter.
2. The plan of exchange must set forth:
(a) The name and jurisdiction of organization of
each constituent entity;
(b) The name, jurisdiction of organization and
kind of each entity whose owner’s interests will be acquired by one or more
other entities;
(c) The terms and conditions of the exchange; and
(d) The manner and basis, if any, of exchanging
the owner’s interests to be acquired for owner’s interests, rights to purchase
owner’s interests, or other securities of the acquiring or any other entity or for
cash or other property in whole or in part or cancelling such owner’s interests
in whole or in part.
3. The plan of exchange may set forth
other provisions relating to the exchange.
4. This section does not limit the power
of a domestic entity to acquire all or part of the owner’s interests or one or
more class or series of owner’s interests of another person through a voluntary
exchange or otherwise.
5. The plan of exchange must be in
writing.
(Added to NRS by 1995, 2080; A 1997, 726; 2005, 2201)
NRS 92A.120 Approval of plan of merger, conversion or exchange for domestic
corporation.
1. After adopting a plan of merger,
exchange or conversion, 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 the plan of merger, except as otherwise provided in NRS 92A.130 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:
(a) The board of directors must recommend the
plan of merger, conversion or exchange to the stockholders, unless the board of
directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and it communicates the basis
for its determination to the stockholders with the plan; and
(b) The stockholders entitled to vote must
approve the plan.
3. The board of directors may condition
its submission 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 plan of merger,
conversion or exchange to the stockholders without the recommendation 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 it communicates the basis
for its determination to the stockholders with the plan. Any agreement of the
board of directors to submit a plan of merger, conversion or exchange to the
stockholders notwithstanding an adverse recommendation of the board of directors
shall be deemed to be of no force or effect.
4. Unless the plan of merger, conversion
or exchange is approved by the written consent of stockholders pursuant 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 establishing the class
or series of stock or the board of directors acting pursuant to 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
subsection 3 requires 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 plan of merger, conversion or exchange 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 domestic
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.
(Added to NRS by 1995, 2081; A 2001, 1407, 3199; 2003, 3182; 2005, 2201)
NRS 92A.130 Approval of plan of merger for domestic corporation: Conditions
under which action by stockholders of surviving corporation is not required.
1. Action by the stockholders of a
surviving domestic corporation on a plan of merger is not required if:
(a) The articles of incorporation of the
surviving domestic corporation will not differ from its articles before the
merger;
(b) Each stockholder of the surviving domestic
corporation whose shares were outstanding immediately before the effective date
of the merger will hold the same number of shares, with identical designations,
preferences, limitations and relative rights immediately after the merger;
(c) The number of voting shares issued and
issuable as a result of the merger will not exceed 20 percent of the total
number of voting shares of the surviving domestic corporation outstanding
immediately before the merger; and
(d) The number of participating shares issued and
issuable as a result of the merger will not exceed 20 percent of the total number
of participating shares outstanding immediately before the merger.
2. As used in this section:
(a) “Participating shares” means shares that
entitle their holders to participate without limitation in distributions.
(b) “Voting shares” means shares that entitle
their holders to vote unconditionally in elections of directors.
(Added to NRS by 1995, 2082; A 2011, 2813)
NRS 92A.135 Approval of plan of conversion for domestic general partnership. Unless otherwise provided in the partnership
agreement, all partners must approve a plan of conversion involving a domestic
general partnership.
(Added to NRS by 2001, 1403; A 2001, 3199)
NRS 92A.140 Approval of plan of merger, conversion or exchange for domestic
limited partnership.
1. Unless otherwise provided in the
partnership agreement or the certificate of limited partnership, a plan of
merger, conversion or exchange involving a domestic limited partnership must be
approved by all general partners and by limited partners who own a majority in
interest of the partnership then owned by all the limited partners. If the
partnership has more than one class of limited partners, the plan of merger,
conversion or exchange must be approved by those limited partners who own a
majority in interest of the partnership then owned by the limited partners in
each class.
2. For the purposes of this section,
“majority in interest of the partnership” means a majority of the interests in
capital and profits of the limited partners of a domestic limited partnership
which:
(a) In the case of capital, is determined as of
the date of the approval of the plan of merger, conversion or exchange.
(b) In the case of profits, is based on any
reasonable estimate of profits for the period beginning on the date of the
approval of the plan of merger, conversion or exchange and ending on the
anticipated date of the termination of the domestic limited partnership,
including any present or future division of profits distributed pursuant to the
partnership agreement.
3. If any partner of a domestic limited
partnership, 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 partner will be the owner of an owner’s interest in the resulting
entity, then that partner must also approve the plan of conversion.
(Added to NRS by 1995, 2082; A 1997, 727; 2001, 1409, 3199)
NRS 92A.150 Approval of plan of merger, conversion or exchange for domestic
limited-liability company.
1. Unless otherwise provided in the
articles of organization or an operating agreement:
(a) A plan of merger, conversion or exchange
involving a domestic limited-liability company must be approved by members who
own a majority of the interests in the current profits of the company then
owned by all of the members; and
(b) If the company has more than one class of
members, the plan of merger, conversion or exchange must be approved by those
members who own a majority of the interests in the current profits of the
company then owned by the members in each class.
2. If any manager or member of a domestic
limited-liability company, 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 manager or member will be the owner of an
owner’s interest in the resulting entity, then that manager or member must also
approve the plan of conversion.
(Added to NRS by 1995, 2082; A 1997, 727; 1999, 1627; 2001, 1409, 3199)
NRS 92A.160 Approval of plan of merger or exchange for domestic nonprofit
corporation.
1. A plan of merger or exchange involving
a domestic nonprofit corporation must be adopted by the board of directors. The
plan must also be approved by each public officer or other person whose
approval of a plan of merger or exchange is required by the articles of
incorporation of the domestic nonprofit corporation.
2. If the domestic nonprofit corporation
has members entitled to vote on plans of merger or exchange, the board of
directors of the domestic nonprofit corporation must recommend the plan of
merger or exchange to the members, unless the board of directors determines
that because of a conflict of interest or other special circumstances it should
make no recommendation and it communicates the basis for its determination to
the members with the plan.
3. The board of directors may condition
its submission of the proposed merger or exchange on any basis.
4. The members entitled to vote on a plan
of merger or exchange must approve the plan at a meeting of members called for
that purpose, by written consent pursuant to NRS
82.276, or by a vote by written ballot pursuant to NRS 82.326.
5. The corporation must notify, in the manner
required by NRS 82.336, each nonprofit
member of the time and place of the meeting of members at which the plan of
merger or exchange will be submitted for a vote.
6. Unless the articles of incorporation of
the domestic nonprofit corporation or the board of directors acting pursuant to
subsection 3 require a greater vote or a vote by classes of members, the plan
of merger or exchange to be authorized must be approved by a majority of a
quorum of the members unless a class of members is entitled to vote thereon as
a class. If a class of members is so entitled, the plan must be approved by a
majority of a quorum of the votes entitled to be cast on the plan by each
class.
7. Separate voting by a class of members
is required:
(a) On a plan of merger if the plan contains a
provision that, if contained in the proposed amendment to articles of
incorporation, would entitle particular members to vote as a class on the
proposed amendment; and
(b) On a plan of exchange by each class or series
of memberships included in the exchange, with each class or series constituting
a separate voting class.
(Added to NRS by 1995, 2082)
NRS 92A.162 Approval of plan of merger, conversion or exchange for nonprofit
cooperative corporation. Unless
otherwise provided in the articles of incorporation, a plan of merger,
conversion or exchange involving a nonprofit cooperative corporation must be
approved and adopted by the board of directors.
(Added to NRS by 2013, 774)
NRS 92A.165 Approval of plan of merger, conversion or exchange for domestic
business trust. Unless otherwise
provided in the certificate of trust or governing instrument of a domestic
business trust, a plan of merger, conversion or exchange must be approved by
all the trustees and beneficial owners of each domestic business trust that is
a constituent entity in the merger.
(Added to NRS by 1999, 1626; A 2001, 1409, 3199; 2003, 3183)
NRS 92A.170 Abandonment of planned merger, conversion or exchange before
filing of articles. After a
merger, conversion or exchange is approved, and at any time before the articles
of merger, conversion or exchange are filed, the planned merger, conversion or
exchange may be abandoned, subject to any contractual rights, without further
action, in accordance with the procedure set forth in the plan of merger,
conversion or exchange or, if none is set forth, in the case of:
1. A domestic corporation, whether or not
for profit, by the board of directors;
2. A domestic limited partnership, unless
otherwise provided in the partnership agreement or certificate of limited
partnership, by all general partners;
3. A domestic limited-liability company,
unless otherwise provided in the articles of organization or an operating
agreement, by members who own a majority in interest in the current profits of
the company then owned by all of the members or, if the company has more than
one class of members, by members who own a majority in interest in the current
profits of the company then owned by the members in each class;
4. A domestic business trust, unless
otherwise provided in the certificate of trust or governing instrument, by all
the trustees;
5. A domestic general partnership, unless
otherwise provided in the partnership agreement, by all the partners; and
6. A nonprofit cooperative corporation,
unless otherwise provided in the articles of incorporation, by the board of
directors.
(Added to NRS by 1995, 2083; A 1999, 1627; 2001, 1409, 3199; 2013, 774)
NRS 92A.175 Termination of planned merger, conversion or exchange after
filing of articles. After a
merger, conversion or exchange is approved, at any time after the articles of
merger, conversion or exchange are filed but before an effective date specified
in the articles which is later than the date of filing the articles, the
planned merger, conversion or exchange may be terminated in accordance with a
procedure set forth in the plan of merger, conversion or exchange by filing
articles of termination pursuant to the provisions of NRS
92A.240.
(Added to NRS by 1999, 1626; A 2001, 1410, 3199)
NRS 92A.180 Merger of subsidiary into parent or parent into subsidiary.
1. A parent domestic corporation, whether
or not for profit, parent domestic limited-liability company, unless otherwise
provided in the articles of organization or operating agreement, or parent
domestic limited partnership owning at least 90 percent of the outstanding
shares of each class of a subsidiary corporation entitled to vote on a merger,
90 percent of the percentage or other interest in the capital and profits of a
subsidiary limited-liability company then owned by each class of members
entitled to vote on a merger or 90 percent of the percentage or other interest
in the capital and profits of a subsidiary limited partnership then owned by
both the general partners and each class of limited partners entitled to vote
on a merger may merge the subsidiary into itself without approval of the owners
of the owner’s interests of the parent domestic corporation, parent domestic
limited-liability company or parent domestic limited partnership or the owners
of the owner’s interests of the subsidiary domestic corporation, subsidiary
domestic limited-liability company or subsidiary domestic limited partnership.
2. A parent domestic corporation, whether
or not for profit, parent domestic limited-liability company, unless otherwise
provided in the articles of organization or operating agreement, or parent
domestic limited partnership owning at least 90 percent of the outstanding
shares of each class of a subsidiary corporation entitled to vote on a merger,
90 percent of the percentage or other interest in the capital and profits of a
subsidiary limited-liability company then owned by each class of members
entitled to vote on a merger, or 90 percent of the percentage or other interest
in the capital and profits of a subsidiary limited partnership then owned by
both the general partners and each class of limited partners entitled to vote
on a merger may merge with and into the subsidiary without approval of the
owners of the owner’s interests of the subsidiary domestic corporation,
subsidiary domestic limited-liability company or subsidiary domestic limited
partnership.
3. The board of directors of a parent
corporation, the managers of a parent limited-liability company with managers
unless otherwise provided in the operating agreement, all members of a parent
limited-liability company without managers unless otherwise provided in the
operating agreement, or all general partners of a parent limited partnership
shall adopt a plan of merger that sets forth:
(a) The names of the parent and subsidiary; and
(b) The manner and basis of converting the
owner’s interests of the disappearing entity into the owner’s interests,
obligations or other securities of the surviving or any other entity or into
cash or other property in whole or in part.
4. The parent shall mail a copy or summary
of the plan of merger to each owner of the subsidiary who does not waive the
mailing requirement in writing.
5. Articles of merger under this section
may not contain amendments to the constituent documents of the surviving entity
except that the name of the surviving entity may be changed.
6. The articles of incorporation of a
domestic corporation, the articles of organization of a domestic
limited-liability company, the certificate of limited partnership of a domestic
limited partnership or the certificate of trust of a domestic business trust
may forbid that entity from entering into a merger pursuant to this section.
(Added to NRS by 1995, 2083; A 1997, 727; 1999, 1627; 2001, 1410, 3199; 2005, 2203; 2009, 1717)
NRS 92A.190 Merger or exchange with foreign entity.
1. One or more foreign entities may
merge or enter into an exchange of owner’s interests with one or more domestic
entities if:
(a) In a merger, the merger is permitted by the
law of the jurisdiction under whose law each foreign entity is organized and
governed and each foreign entity complies with that law in effecting the
merger;
(b) In an exchange, the entity whose owner’s
interests will be acquired is a domestic entity, whether or not an exchange of
owner’s interests is permitted by the law of the jurisdiction under whose law
the acquiring entity is organized;
(c) The foreign entity complies with NRS 92A.200 to 92A.240,
inclusive, if it is the surviving entity in the merger or acquiring entity in
the exchange and sets forth in the articles of merger or exchange its address
where copies of process may be sent by the Secretary of State; and
(d) Each domestic entity complies with the
applicable provisions of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving entity
in the merger or acquiring entity in the exchange, with NRS
92A.200 to 92A.240, inclusive.
2. When the merger or exchange takes
effect, the surviving foreign entity in a merger and the acquiring foreign
entity in an exchange shall be deemed:
(a) To appoint the Secretary of State as its
agent for service of process in a proceeding to enforce any obligation which
accrued before the merger or exchange became effective or the rights of
dissenting owners of each domestic entity that was a party to the merger or
exchange. Service of such process must be made by personally 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 forthwith send by registered or certified mail one of
the copies to the surviving or acquiring entity at its specified address,
unless the surviving or acquiring entity has designated in writing to the
Secretary of State a different address for that purpose, in which case it must
be mailed to the last address so designated.
(b) To agree that it will promptly pay to the
dissenting owners of each domestic entity that is a party to the merger or
exchange the amount, if any, to which they are entitled under or created
pursuant to NRS 92A.300 to 92A.500,
inclusive.
3. This section does not limit the power
of a foreign entity to acquire all or part of the owner’s interests of one or
more classes or series of a domestic entity through a voluntary exchange or
otherwise.
(Added to NRS by 1995, 2086; A 1997, 728; 1999, 1628; 2001, 3192; 2003, 3183; 2003,
20th Special Session, 125)
NRS 92A.195 Conversion of foreign or domestic entity or foreign or domestic
general partnership.
1. One foreign entity or foreign general
partnership may convert 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 partnership 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 complies 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.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 process 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 process 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 address for that purpose, in which case it must
be mailed to the last address so designated.
(Added to NRS by 2001, 1403; A 2001, 3199; 2003,
20th Special Session, 126; 2011, 2813)
NRS 92A.200 Filing requirements for mergers or exchanges; dependency of
terms of plan of merger, conversion or exchange on extrinsic facts.
1. After a plan of merger or exchange is
approved as required by this chapter, the surviving or acquiring entity shall
deliver to the Secretary of State for filing articles of merger or exchange
setting forth:
(a) The name and jurisdiction of organization of
each constituent entity;
(b) That a plan of merger or exchange has been
adopted by each constituent entity or the parent domestic entity only, if the
merger is pursuant to NRS 92A.180;
(c) If approval of the owners of one or more
constituent entities was not required, a statement to that effect and the name
of each entity;
(d) If approval of owners of one or more
constituent entities was required, the name of each entity and a statement for
each entity that the plan was approved by the required consent of the owners;
(e) In the case of a merger, the amendment, if
any, to the charter document of the surviving entity, which amendment may be
set forth in the articles of merger as a specific amendment or in the form of
an amended and restated charter document or attached in that form as an
exhibit; and
(f) If the entire plan of merger or exchange is
not set forth, a statement that the complete signed plan of merger or plan of
exchange is on file at the registered office if a corporation,
limited-liability company or business trust, or office described in paragraph
(a) of subsection 1 of NRS 87A.215 or
paragraph (a) of subsection 1 of NRS 88.330
if a limited partnership, or other place of business of the surviving entity or
the acquiring entity, respectively.
2. Any of the terms of the plan of merger,
conversion or exchange may be made dependent upon facts ascertainable outside
of the plan of merger, conversion or exchange, provided that the plan of
merger, conversion or exchange clearly and expressly sets forth the manner in
which such facts shall operate upon the terms of the plan. As used in this
section, the term “facts” includes, without limitation, the occurrence of an
event, including a determination or action by a person or body, including a
constituent entity.
(Added to NRS by 1995, 2084; A 1997, 729; 1999, 1629; 2001, 1411, 3199; 2003, 3184; 2003,
20th Special Session, 126; 2007, 483)
NRS 92A.205 Filing requirements for conversions.
1. After a plan of conversion is approved
as required by this chapter, if the resulting entity is a domestic entity, the
constituent entity shall deliver to the Secretary of State for filing:
(a) Articles of conversion setting forth:
(1) The name and jurisdiction of
organization of the constituent entity and the resulting entity; and
(2) That a plan of conversion has been
adopted by the constituent entity in compliance with the law of the
jurisdiction governing the constituent entity.
(b) The charter document of the domestic
resulting entity required by the applicable provisions of chapter 78, 78A,
78B, 82, 86, 87A, 88, 88A or 89 of NRS.
(c) The information required pursuant to NRS 77.310.
2. After a plan of conversion is approved
as required by this chapter, if the resulting entity is a foreign entity, the
constituent entity shall deliver to the Secretary of State for filing articles
of conversion setting forth:
(a) The name and jurisdiction of organization of
the constituent entity and the resulting entity;
(b) That a plan of conversion has been adopted by
the constituent entity in compliance with the laws of this State; and
(c) The address of the resulting entity where
copies of process may be sent by the Secretary of State.
3. If the entire plan of conversion is not
set forth in the articles of conversion, the filing party must include in the
articles of conversion a statement that the complete signed plan of conversion
is on file at the registered office or principal place of business of the
resulting entity or, if the resulting entity is a domestic limited partnership,
the office described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of
subsection 1 of NRS 88.330.
4. If the conversion takes effect on a
later date specified in the articles of conversion pursuant to NRS 92A.240, the charter document to be filed with
the Secretary of State pursuant to paragraph (b) of subsection 1 must state the
name and the jurisdiction of the constituent entity and that the existence of
the resulting entity does not begin until the later date.
5. Any records filed with the Secretary of
State pursuant to this section must be accompanied by the fees required
pursuant to this title for filing the charter document.
(Added to NRS by 2001, 1404; A 2001, 3199; 2003, 3185; 2003,
20th Special Session, 127; 2007, 484, 1343, 2702; 2009, 1718;
2013, 418)
NRS 92A.207 Form required for filing of records.
1. Each record filed with the Secretary of
State pursuant to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to
file a record which does not comply with subsection 1 or which does not contain
all of the information required by statute for filing the record.
3. If the provisions of the form
prescribed by the Secretary of State conflict with the provisions of any record
that is submitted for filing with the form:
(a) The provisions of the form control for all
purposes with respect to the information that is required by statute to appear
in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the
provisions of the record control in every other situation.
4. The Secretary of State may by
regulation provide for the electronic filing of records with the Office of the
Secretary of State.
(Added to NRS by 2003,
20th Special Session, 125)
NRS 92A.210 Filing fees.
1. Except as otherwise provided in this
section, the fee for filing articles of merger, articles of conversion,
articles of exchange, articles of domestication or articles of termination is
$350. The fee for filing the charter documents of a domestic resulting entity
is the fee for filing the charter documents determined by the chapter of NRS
governing the particular domestic resulting entity.
2. The fee for filing articles of merger
of two or more domestic corporations, including, without limitation, a
nonprofit cooperative corporation, is the difference between the fee computed
at the rates specified in NRS 78.760
upon the aggregate authorized stock of the corporation created by the merger
and the fee computed upon the aggregate amount of the total authorized stock of
the constituent corporation.
3. The fee for filing articles of merger
of one or more domestic corporations, including, without limitation, a
nonprofit cooperative corporation, with one or more foreign corporations is the
difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized
stock of the corporation created by the merger and the fee computed upon the
aggregate amount of the total authorized stock of the constituent corporations
which have paid the fees required by NRS
78.760 and 80.050.
4. The fee for filing articles of merger
of two or more domestic corporations, including, without limitation, nonprofit
cooperative corporations, or foreign corporations must not be less than $350.
The amount paid pursuant to subsection 3 must not exceed $35,000.
(Added to NRS by 1995, 2085; A 1999, 1629; 2001, 1412, 3192, 3199; 2003, 3186; 2003,
20th Special Session, 128; 2013, 774)
NRS 92A.220 Duty when entire plan of merger, conversion or exchange is not
set forth in articles. If the
entire plan of merger, conversion or exchange is not set forth in the articles
of merger, conversion or exchange, a copy of the plan of merger, conversion or
exchange must be furnished by the surviving, acquiring or resulting entity, on
request and without cost, to any owner of any entity which is a party to the
merger, conversion or exchange.
(Added to NRS by 1995, 2085; A 2001, 1413, 3199)
NRS 92A.230 Signing of articles of merger, conversion or exchange. Articles of merger, conversion or exchange must
be signed by each foreign and domestic constituent entity as follows:
1. By an officer of a corporation, whether
or not for profit;
2. By one of the general partners of a
limited partnership;
3. By a manager of a limited-liability
company with managers or by one member of a limited-liability company without
managers;
4. By a trustee of a business trust; and
5. By one general partner of a general
partnership.
(Added to NRS by 1995, 2085; A 1997, 730; 1999, 1630; 2001, 101, 1413, 2726, 3199; 2003, 48, 3186)
NRS 92A.240 Effective date and time of merger, conversion or exchange;
articles of termination.
1. A merger, conversion or exchange takes
effect:
(a) At the time of the filing of the articles of
merger, conversion or exchange with the Secretary of State;
(b) Upon a later date and time as specified in
the articles, which date must not be more than 90 days after the date on which
the articles are filed; or
(c) If the articles specify a later effective
date but do not specify an effective time, at 12:01 a.m. in the Pacific time
zone on the specified later date.
2. If the filed articles of merger,
conversion or exchange specify such a later effective date or effective date
and time, the constituent entity or entities may file articles of termination
before the effective time, setting forth:
(a) The name of each constituent entity and, for
a conversion, the resulting entity; and
(b) That the merger, conversion or exchange has
been terminated pursuant to the plan of merger, conversion or exchange.
3. The articles of termination must be
signed in the manner provided in NRS 92A.230.
(Added to NRS by 1995, 2085; A 1999, 1630; 2001, 1413, 3199; 2003, 3187; 2011, 2814)
NRS 92A.250 Effect of merger, conversion or exchange.
1. When a merger takes effect:
(a) Every other entity that is a constituent
entity merges into the surviving entity and the separate existence of every
entity except the surviving entity ceases;
(b) The title to all real estate and other
property owned by each merging constituent entity is vested in the surviving
entity without reversion or impairment;
(c) The surviving entity has all of the
liabilities of each other constituent entity;
(d) A proceeding pending against any constituent
entity may be continued as if the merger had not occurred or the surviving
entity may be substituted in the proceeding for the entity whose existence has
ceased;
(e) The articles of incorporation, articles of
organization, certificate of limited partnership or certificate of trust of the
surviving entity are amended to the extent provided in the plan of merger; and
(f) The owner’s interests of each constituent
entity that are to be converted into owner’s interests, obligations or other
securities of the surviving or any other entity or into cash or other property
are converted, and the former holders of the owner’s interests are entitled
only to the rights provided in the articles of merger or any created pursuant
to NRS 92A.300 to 92A.500,
inclusive.
2. When an exchange takes effect, the
owner’s interests of each acquired entity are exchanged as provided in the
plan, and the former holders of the owner’s interests are entitled only to the
rights provided in the articles of exchange or any rights created pursuant to NRS 92A.300 to 92A.500,
inclusive.
3. When a conversion takes effect:
(a) The constituent entity is converted into the
resulting entity and is governed by and subject to the law of the jurisdiction
of the resulting entity;
(b) The conversion is a continuation of the
existence of the constituent entity;
(c) The title to all real estate and other
property owned by the constituent entity is vested in the resulting entity
without reversion or impairment;
(d) The resulting entity has all the liabilities
of the constituent entity;
(e) A proceeding pending against the constituent
entity may be continued as if the conversion had not occurred or the resulting
entity may be substituted in the proceeding for the constituent entity;
(f) The owner’s interests of the constituent
entity that are to be converted into the owner’s interests of the resulting
entity are converted;
(g) An owner of the resulting entity remains
liable for all the obligations of the constituent entity to the extent the
owner was personally liable before the conversion; and
(h) The domestic constituent entity is not
required to wind up its affairs, pay its liabilities, distribute its assets or
dissolve, and the conversion is not deemed a dissolution of the domestic
constituent entity.
(Added to NRS by 1995, 2085; A 1999, 1630; 2001, 1413, 3199)
NRS 92A.260 Liability of owner after merger, conversion or exchange. An owner that is not personally liable for the
debts, liabilities or obligations of the entity pursuant to the laws and
constituent documents under which the entity was organized does not become
personally liable for the debts, liabilities or obligations of the surviving
entity or entities of the merger or exchange or the resulting entity of the
conversion unless the owner consents to becoming personally liable by action
taken in connection with the plan of merger, conversion or exchange.
(Added to NRS by 1995, 2081; A 2001, 1414, 3199)
NRS 92A.270 Domestication of undomesticated organization.
1. Any undomesticated organization may
become domesticated in this State as a domestic entity by:
(a) Paying to the Secretary of State the fees
required pursuant to this title for filing the charter document; and
(b) Filing with the Secretary of State:
(1) Articles of domestication which must
be signed by an authorized representative of the undomesticated organization
approved in compliance with subsection 6;
(2) The appropriate charter document for
the type of domestic entity;
(3) The information required pursuant to NRS 77.310;
(4) A certified copy of the charter
document, or the equivalent, if any, of the undomesticated organization; and
(5) A certificate of good standing, or the
equivalent, from the jurisdiction where the undomesticated organization was
chartered immediately before filing the articles of domestication pursuant to
subparagraph (1).
2. The articles of domestication must set
forth the:
(a) Date when and the jurisdiction where the
undomesticated organization was first formed, incorporated, organized or
otherwise created and, if applicable, any date when and jurisdiction where the
undomesticated organization was chartered after its formation;
(b) Name of the undomesticated organization
immediately before filing the articles of domestication;
(c) Name and type of domestic entity as set forth
in its charter document pursuant to subsection 1; and
(d) Jurisdiction that constituted the principal
place of business or central administration of the undomesticated organization,
or any other equivalent thereto pursuant to applicable law, immediately before
filing the articles of domestication.
3. Upon filing the articles of domestication
and the charter document with the Secretary of State, and the payment of the
requisite fee for filing the charter document of the domestic entity, the
undomesticated organization is domesticated in this State as the domestic
entity described in the charter document filed pursuant to subsection 1. The
existence of the domestic entity begins on the date the undomesticated
organization began its existence in the jurisdiction in which the
undomesticated organization was first formed, incorporated, organized or
otherwise created.
4. The domestication of any undomesticated
organization does not affect any obligations or liabilities of the
undomesticated organization incurred before its domestication.
5. The filing of the charter document of
the domestic entity pursuant to subsection 1 does not affect the choice of law
applicable to the undomesticated organization. From the date the charter
document of the domestic entity is filed, the law of this State applies to the
domestic entity to the same extent as if the undomesticated organization was
organized and created as a domestic entity on that date.
6. Before filing articles of
domestication, the domestication must be approved in the manner required by:
(a) The document, instrument, agreement or other
writing governing the internal affairs of the undomesticated organization and
the conduct of its business; and
(b) Applicable foreign law.
7. When a domestication becomes effective,
all rights, privileges and powers of the undomesticated organization, all
property owned by the undomesticated organization, all debts due to the
undomesticated organization, and all causes of action belonging to the
undomesticated organization are vested in the domestic entity and become the
property of the domestic entity to the same extent as vested in the
undomesticated organization immediately before domestication. The title to any
real property vested by deed or otherwise in the undomesticated organization is
not reverted or impaired by the domestication. All rights of creditors and all
liens upon any property of the undomesticated organization are preserved
unimpaired and all debts, liabilities and duties of an undomesticated
organization that has been domesticated attach to the domestic entity resulting
from the domestication and may be enforced against it to the same extent as if
the debts, liability and duties had been incurred or contracted by the domestic
entity.
8. When an undomesticated organization is
domesticated, the domestic entity resulting from the domestication is for all
purposes deemed to be the same entity as the undomesticated organization.
Unless otherwise agreed by the owners of the undomesticated organization or as
required pursuant to applicable foreign law, the domestic entity resulting from
the domestication is not required to wind up its affairs, pay its liabilities
or distribute its assets. The domestication of an undomesticated organization
does not constitute the dissolution of the undomesticated organization. The
domestication constitutes a continuation of the existence of the undomesticated
organization in the form of a domestic entity. If, following domestication, an
undomesticated organization that has become domesticated pursuant to this
section continues its existence in the foreign country or foreign jurisdiction
in which it was existing immediately before the domestication, the domestic
entity and the undomesticated organization are for all purposes a single entity
formed, incorporated, organized or otherwise created and existing pursuant to
the laws of this State and the laws of the foreign country or other foreign
jurisdiction. If, following domestication, an undomesticated organization that
has become domesticated pursuant to this section does not continue its
existence in the foreign country or foreign jurisdiction in which it existed
immediately before the domestication, the domestic entity resulting from the
domestication continues and is not required to wind up its affairs, pay its
liabilities or distribute its assets.
9. The owner liability of an
undomesticated organization that is domesticated in this State:
(a) Is not discharged, pursuant to the laws of
the previous jurisdiction of the organization, to the extent the owner
liability arose before the effective date of the articles of domestication;
(b) Does not attach, pursuant to the laws of the
previous jurisdiction of the organization, to any debt, obligation or liability
of the organization that arises after the effective date of the articles of
domestication;
(c) Is governed by the law of the previous
jurisdiction of the organization, as if the domestication has not occurred, for
the collection or discharge of owner liability not discharged pursuant to
paragraph (a);
(d) Is subject to the right of contribution from
any other shareholder, member, trustee, partner, limited partner or other owner
of the undomesticated organization pursuant to the laws of the previous
jurisdiction of the organization, as if the domestication has not occurred, for
the collection or discharge of owner liability not discharged pursuant to
paragraph (a); and
(e) Applies only to the debts, obligations or
liabilities of the organization that arise after the effective date of the
articles of domestication if the owner becomes subject to owner liability or
some or all of the debts, obligations or liabilities of the undomesticated
entity as a result of its domestication in this State.
10. As used in this section:
(a) “Owner liability” means the liability of a
shareholder, member, trustee, partner, limited partner or other owner of an
organization for debts of the organization, including the responsibility to
make additional capital contributions to cover such debts.
(b) “Undomesticated organization” means any
incorporated organization, private law corporation, whether or not organized
for business purposes, public law corporation, limited-liability company,
general partnership, registered limited-liability partnership, limited
partnership or registered limited-liability limited partnership, proprietorship,
joint venture, foundation, business trust, real estate investment trust,
common-law trust or any other unincorporated business formed, organized,
created or the internal affairs of which are governed by the laws of any
foreign country or jurisdiction other than this State.
(Added to NRS by 2001, 1405; A 2001, 3199; 2003, 3187; 2007, 2702; 2009, 1719,
2859; 2013, 1283)
NRS 92A.280 Cancellation of filings. If
an entity has made a filing with the Secretary of State pursuant to this
chapter and the Secretary of State has not processed the filing and placed the
filing into the public record, the entity may cancel the filing by:
1. Filing a statement of cancellation with
the Secretary of State; and
2. Paying a fee of $50.
(Added to NRS by 2009, 2859)
RIGHTS OF DISSENTING OWNERS
NRS 92A.300 Definitions. As
used in NRS 92A.300 to 92A.500,
inclusive, unless the context otherwise requires, the words and terms defined
in NRS 92A.305 to 92A.335,
inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1995, 2086)
NRS 92A.305 “Beneficial stockholder” defined. “Beneficial
stockholder” means a person who is a beneficial owner of shares held in a
voting trust or by a nominee as the stockholder of record.
(Added to NRS by 1995, 2087)
NRS 92A.310 “Corporate action” defined. “Corporate
action” means the action of a domestic corporation.
(Added to NRS by 1995, 2087)
NRS 92A.315 “Dissenter” defined. “Dissenter”
means a stockholder who is entitled to dissent from a domestic corporation’s
action under NRS 92A.380 and who exercises that
right when and in the manner required by NRS 92A.400
to 92A.480, inclusive.
(Added to NRS by 1995, 2087; A 1999, 1631)
NRS 92A.320 “Fair value” defined. “Fair
value,” with respect to a dissenter’s shares, means the value of the shares
determined:
1. Immediately before the effectuation of
the corporate action to which the dissenter objects, excluding any appreciation
or depreciation in anticipation of the corporate action unless exclusion would
be inequitable;
2. Using customary and current valuation
concepts and techniques generally employed for similar businesses in the
context of the transaction requiring appraisal; and
3. Without discounting for lack of
marketability or minority status.
(Added to NRS by 1995, 2087; A 2009, 1720)
NRS 92A.325 “Stockholder” defined. “Stockholder”
means a stockholder of record or a beneficial stockholder of a domestic
corporation.
(Added to NRS by 1995, 2087)
NRS 92A.330 “Stockholder of record” defined. “Stockholder
of record” means the person in whose name shares are registered in the records
of a domestic corporation or the beneficial owner of shares to the extent of
the rights granted by a nominee’s certificate on file with the domestic
corporation.
(Added to NRS by 1995, 2087)
NRS 92A.335 “Subject corporation” defined. “Subject
corporation” means the domestic corporation which is the issuer of the shares
held by a dissenter before the corporate action creating the dissenter’s rights
becomes effective or the surviving or acquiring entity of that issuer after the
corporate action becomes effective.
(Added to NRS by 1995, 2087)
NRS 92A.340 Computation of interest. Interest
payable pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed from the
effective date of the action until the date of payment, at the rate of interest
most recently established pursuant to NRS
99.040.
(Added to NRS by 1995, 2087; A 2009, 1721)
NRS 92A.350 Rights of dissenting partner of domestic limited partnership. A partnership agreement of a domestic limited
partnership or, unless otherwise provided in the partnership agreement, an
agreement of merger or exchange, may provide that contractual rights with
respect to the partnership interest of a dissenting general or limited partner
of a domestic limited partnership are available for any class or group of
partnership interests in connection with any merger or exchange in which the
domestic limited partnership is a constituent entity.
(Added to NRS by 1995, 2088)
NRS 92A.360 Rights of dissenting member of domestic limited-liability
company. The articles of
organization or operating agreement of a domestic limited-liability company or,
unless otherwise provided in the articles of organization or operating
agreement, an agreement of merger or exchange, may provide that contractual
rights with respect to the interest of a dissenting member are available in
connection with any merger or exchange in which the domestic limited-liability
company is a constituent entity.
(Added to NRS by 1995, 2088)
NRS 92A.370 Rights of dissenting member of domestic nonprofit corporation.
1. Except as otherwise provided in
subsection 2, and unless otherwise provided in the articles or bylaws, any
member of any constituent domestic nonprofit corporation who voted against the
merger may, without prior notice, but within 30 days after the effective date
of the merger, resign from membership and is thereby excused from all
contractual obligations to the constituent or surviving corporations which did
not occur before the member’s resignation and is thereby entitled to those
rights, if any, which would have existed if there had been no merger and the
membership had been terminated or the member had been expelled.
2. Unless otherwise provided in its
articles of incorporation or bylaws, no member of a domestic nonprofit
corporation, including, but not limited to, a cooperative corporation, which
supplies services described in chapter 704 of
NRS to its members only, and no person who is a member of a domestic nonprofit
corporation as a condition of or by reason of the ownership of an interest in
real property, may resign and dissent pursuant to subsection 1.
(Added to NRS by 1995, 2088)
NRS 92A.380 Right of stockholder to dissent from certain corporate actions
and to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390
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, or the articles of incorporation,
regardless of whether the stockholder is entitled to vote on the plan of
merger; or
(2) If the domestic corporation is a
subsidiary and is merged with its parent pursuant to NRS
92A.180.
(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 not described in this
subsection that will result in the stockholder receiving money or scrip instead
of a fraction of a share 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.
2. A stockholder who is entitled to
dissent and obtain payment pursuant to NRS 92A.300
to 92A.500, inclusive, may not challenge the
corporate action creating the entitlement unless the action is unlawful or
fraudulent with respect to 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 dividends 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 exercises 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.
(Added to NRS by 1995, 2087; A 2001, 1414, 3199; 2003, 3189; 2005, 2204; 2007, 2438; 2009, 1721;
2011, 2814)
NRS 92A.390 Limitations on right of dissent: Stockholders of certain classes
or series; action of stockholders not required for plan of merger.
1. There is no right of dissent with
respect to a plan of merger, conversion or exchange in favor of stockholders of
any class or series which is:
(a) A covered security 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;
(b) Traded in an organized market and has at
least 2,000 stockholders and a market value of at least $20,000,000, exclusive
of the value of such shares held by the corporation’s subsidiaries, senior
executives, directors and beneficial stockholders owning more than 10 percent
of such shares; or
(c) Issued by an open end management investment
company registered with the Securities and Exchange Commission under the
Investment Company Act of 1940, 15 U.S.C. §§ 80a-1 et seq., as amended, and
which may be redeemed at the option of the holder at net asset value,
Ê unless the
articles of incorporation of the corporation issuing the class or series or the
resolution of the board of directors approving the plan of merger, conversion
or exchange expressly provide otherwise.
2. The applicability of subsection 1 must
be determined as of:
(a) The record date fixed to determine the
stockholders entitled to receive notice of and to vote at the meeting of
stockholders to act upon the corporate action requiring dissenter’s rights; or
(b) The day before the effective date of such
corporate action if there is no meeting of stockholders.
3. Subsection 1 is not applicable and
dissenter’s rights are available pursuant to NRS
92A.380 for the holders of any class or series of shares who are required
by the terms of the corporate action requiring dissenter’s rights to accept for
such shares anything other than cash or shares of any class or any series of
shares of any corporation, or any other proprietary interest of any other
entity, that satisfies the standards set forth in subsection 1 at the time the corporate
action becomes effective.
4. There is no right of dissent for any
holders of stock of the surviving domestic corporation if the plan of merger
does not require action of the stockholders of the surviving domestic
corporation under NRS 92A.130.
5. There is no right of dissent for any
holders of stock of the parent domestic corporation if the plan of merger does
not require action of the stockholders of the parent domestic corporation under
NRS 92A.180.
(Added to NRS by 1995, 2088; A 2009, 1722;
2013, 1285)
NRS 92A.400 Limitations on right of dissent: Assertion as to portions only
to shares registered to stockholder; assertion by beneficial stockholder.
1. A stockholder of record may assert
dissenter’s rights as to fewer than all of the shares registered in his or her
name only if the stockholder of record dissents with respect to all shares of
the class or series beneficially owned by any one person and notifies the
subject corporation in writing of the name and address of each person on whose
behalf the stockholder of record asserts dissenter’s rights. The rights of a
partial dissenter under this subsection are determined as if the shares as to
which the partial dissenter dissents and his or her other shares were
registered in the names of different stockholders.
2. A beneficial stockholder may assert
dissenter’s rights as to shares held on his or her behalf only if the
beneficial stockholder:
(a) Submits to the subject corporation the
written consent of the stockholder of record to the dissent not later than the
time the beneficial stockholder asserts dissenter’s rights; and
(b) Does so with respect to all shares of which
he or she is the beneficial stockholder or over which he or she has power to
direct the vote.
(Added to NRS by 1995, 2089; A 2009, 1723)
NRS 92A.410 Notification of stockholders regarding right of dissent.
1. If a proposed corporate action creating
dissenter’s rights is submitted to a vote at a stockholders’ meeting, the notice
of the meeting must state that stockholders are, are not or may be entitled to
assert dissenter’s rights under NRS 92A.300 to 92A.500, inclusive. If the domestic corporation
concludes that dissenter’s rights are or may be available, a copy of NRS 92A.300 to 92A.500,
inclusive, must accompany the meeting notice sent to those record stockholders
entitled to exercise dissenter’s rights.
2. If the corporate action creating
dissenter’s rights is taken by written consent of the stockholders or without a
vote of the stockholders, the domestic corporation shall notify in writing all
stockholders entitled to assert dissenter’s rights that the action was taken
and send them the dissenter’s notice described in NRS
92A.430.
(Added to NRS by 1995, 2089; A 1997, 730; 2009, 1723;
2013, 1286)
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating
dissenter’s rights is submitted to a vote at a stockholders’ meeting, a
stockholder who wishes to assert dissenter’s rights with respect to any class
or series of shares:
(a) Must deliver to the subject corporation,
before the vote is taken, written notice of the stockholder’s intent to demand
payment for his or her shares if the proposed action is effectuated; and
(b) Must not vote, or cause or permit to be
voted, any of his or her shares of such class or series in favor of the
proposed action.
2. If a proposed corporate action creating
dissenter’s rights is taken by written consent of the stockholders, a
stockholder who wishes to assert dissenter’s rights with respect to any class
or series of shares must not consent to or approve the proposed corporate action
with respect to such class or series.
3. A stockholder who does not satisfy the
requirements of subsection 1 or 2 and NRS 92A.400
is not entitled to payment for his or her shares under this chapter.
(Added to NRS by 1995, 2089; A 1999, 1631; 2005, 2204; 2009, 1723;
2013, 1286)
NRS 92A.430 Dissenter’s notice: Delivery to stockholders entitled to assert
rights; contents.
1. The subject corporation shall deliver a
written dissenter’s notice to all stockholders of record entitled to assert
dissenter’s rights in whole or in part, and any beneficial stockholder who has
previously asserted dissenter’s rights pursuant to NRS
92A.400.
2. The dissenter’s notice must be sent no
later than 10 days after the effective date of the corporate action specified
in NRS 92A.380, and must:
(a) State where the demand for payment must be
sent and where and when certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented
by certificates to what extent the transfer of the shares will be restricted
after the demand for payment is received;
(c) Supply a form for demanding payment that
includes the date of the first announcement to the news media or to the
stockholders of the terms of the proposed action and requires that the person
asserting dissenter’s rights certify whether or not the person acquired
beneficial ownership of the shares before that date;
(d) Set a date by which the subject corporation
must receive the demand for payment, which may not be less than 30 nor more
than 60 days after the date the notice is delivered and state that the
stockholder shall be deemed to have waived the right to demand payment with respect
to the shares unless the form is received by the subject corporation by such
specified date; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500,
inclusive.
(Added to NRS by 1995, 2089; A 2005, 2205; 2009, 1724;
2013, 1286)
NRS 92A.440 Demand for payment and deposit of certificates; loss of rights
of stockholder; withdrawal from appraisal process.
1. A stockholder who receives a
dissenter’s notice pursuant to NRS 92A.430 and who
wishes to exercise dissenter’s rights must:
(a) Demand payment;
(b) Certify whether the stockholder or the
beneficial owner on whose behalf he or she is dissenting, as the case may be,
acquired beneficial ownership of the shares before the date required to be set
forth in the dissenter’s notice for this certification; and
(c) Deposit the stockholder’s certificates, if
any, in accordance with the terms of the notice.
2. If a stockholder fails to make the
certification required by paragraph (b) of subsection 1, the subject
corporation may elect to treat the stockholder’s shares as after-acquired
shares under NRS 92A.470.
3. Once a stockholder deposits that
stockholder’s certificates or, in the case of uncertified shares makes demand
for payment, that stockholder loses all rights as a stockholder, unless the
stockholder withdraws pursuant to subsection 4.
4. A stockholder who has complied with
subsection 1 may nevertheless decline to exercise dissenter’s rights and
withdraw from the appraisal process by so notifying the subject corporation in
writing by the date set forth in the dissenter’s notice pursuant to NRS 92A.430. A stockholder who fails to so withdraw
from the appraisal process may not thereafter withdraw without the subject
corporation’s written consent.
5. The stockholder who does not demand
payment or deposit his or her certificates where required, each by the date set
forth in the dissenter’s notice, is not entitled to payment for his or her
shares under this chapter.
(Added to NRS by 1995, 2090; A 1997, 730; 2003, 3189; 2009, 1724)
NRS 92A.450 Uncertificated shares: Authority to restrict transfer after
demand for payment. The subject
corporation may restrict the transfer of shares not represented by a
certificate from the date the demand for their payment is received.
(Added to NRS by 1995, 2090; A 2009, 1725)
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt of a demand
for payment pursuant to NRS 92A.440, the subject
corporation shall pay in cash to each dissenter who complied with NRS 92A.440 the amount the subject corporation
estimates to be the fair value of the dissenter’s shares, plus accrued interest.
The obligation of the subject corporation under this subsection may be enforced
by the district court:
(a) Of the county where the subject corporation’s
principal office is located;
(b) If the subject corporation’s principal office
is not located in this State, in the county in which the corporation’s
registered office is located; or
(c) At the election of any dissenter residing or
having its principal or registered office in this State, of the county where
the dissenter resides or has its principal or registered office.
Ê The court
shall dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation’s balance sheet as of
the end of a fiscal year ending not more than 16 months before the date of
payment, a statement of income for that year, a statement of changes in the
stockholders’ equity for that year or, where such financial statements are not
reasonably available, then such reasonably equivalent financial information and
the latest available quarterly financial statements, if any;
(b) A statement of the subject corporation’s
estimate of the fair value of the shares; and
(c) A statement of the dissenter’s rights to
demand payment under NRS 92A.480 and that if any
such stockholder does not do so within the period specified, such stockholder
shall be deemed to have accepted such payment in full satisfaction of the
corporation’s obligations under this chapter.
(Added to NRS by 1995, 2090; A 2007, 2704; 2009, 1725;
2013, 1287)
NRS 92A.470 Withholding payment for shares acquired on or after date of
dissenter’s notice: General requirements.
1. A subject corporation may elect to
withhold payment from a dissenter unless the dissenter was the beneficial owner
of the shares before the date set forth in the dissenter’s notice as the first
date of any announcement to the news media or to the stockholders of the terms
of the proposed action.
2. To the extent the subject corporation
elects to withhold payment, within 30 days after receipt of a demand for
payment pursuant to NRS 92A.440, the subject
corporation shall notify the dissenters described in subsection 1:
(a) Of the information required by paragraph (a)
of subsection 2 of NRS 92A.460;
(b) Of the subject corporation’s estimate of fair
value pursuant to paragraph (b) of subsection 2 of NRS
92A.460;
(c) That they may accept the subject
corporation’s estimate of fair value, plus interest, in full satisfaction of
their demands or demand appraisal under NRS 92A.480;
(d) That those stockholders who wish to accept
such an offer must so notify the subject corporation of their acceptance of the
offer within 30 days after receipt of such offer; and
(e) That those stockholders who do not satisfy
the requirements for demanding appraisal under NRS
92A.480 shall be deemed to have accepted the subject corporation’s offer.
3. Within 10 days after receiving the
stockholder’s acceptance pursuant to subsection 2, the subject corporation
shall pay in cash the amount offered under paragraph (b) of subsection 2 to
each stockholder who agreed to accept the subject corporation’s offer in full
satisfaction of the stockholder’s demand.
4. Within 40 days after sending the notice
described in subsection 2, the subject corporation shall pay in cash the amount
offered under paragraph (b) of subsection 2 to each stockholder described in
paragraph (e) of subsection 2.
(Added to NRS by 1995, 2091; A 2009, 1725;
2013, 1287)
NRS 92A.480 Dissenter’s estimate of fair value: Notification of subject
corporation; demand for payment of estimate.
1. A dissenter paid pursuant to NRS 92A.460 who is dissatisfied with the amount of
the payment may notify the subject corporation in writing of the dissenter’s
own estimate of the fair value of his or her shares and the amount of interest
due, and demand payment of such estimate, less any payment pursuant to NRS 92A.460. A dissenter offered payment pursuant to NRS 92A.470 who is dissatisfied with the offer may
reject the offer pursuant to NRS 92A.470 and
demand payment of the fair value of his or her shares and interest due.
2. A dissenter waives the right to demand
payment pursuant to this section unless the dissenter notifies the subject
corporation of his or her demand to be paid the dissenter’s stated estimate of
fair value plus interest under subsection 1 in writing within 30 days after
receiving the subject corporation’s payment or offer of payment under NRS 92A.460 or 92A.470
and is entitled only to the payment made or offered.
(Added to NRS by 1995, 2091; A 2009, 1726)
NRS 92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.
1. If a demand for payment pursuant to NRS 92A.480 remains unsettled, the subject
corporation shall commence a proceeding within 60 days after receiving the
demand and petition the court to determine the fair value of the shares and
accrued interest. If the subject corporation does not commence the proceeding
within the 60-day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded by each dissenter pursuant to NRS 92A.480 plus interest.
2. A subject corporation shall commence
the proceeding in the district court of the county where its principal office
is located in this State. If the principal office of the subject corporation is
not located in this State, the right to dissent arose from a merger, conversion
or exchange and the principal office of the surviving entity, resulting entity
or the entity whose shares were acquired, whichever is applicable, is located
in this State, it shall commence the proceeding in the county where the
principal office of the surviving entity, resulting entity or the entity whose
shares were acquired is located. In all other cases, if the principal office of
the subject corporation is not located in this State, the subject corporation
shall commence the proceeding in the district court in the county in which the
corporation’s registered office is located.
3. The subject corporation shall make all
dissenters, whether or not residents of Nevada, whose demands remain unsettled,
parties to the proceeding as in an action against their shares. All parties
must be served with a copy of the petition. Nonresidents may be served by
registered or certified mail or by publication as provided by law.
4. The jurisdiction of the court in which
the proceeding is commenced under subsection 2 is plenary and exclusive. The
court may appoint one or more persons as appraisers to receive evidence and
recommend a decision on the question of fair value. The appraisers have the
powers described in the order appointing them, or any amendment thereto. The
dissenters are entitled to the same discovery rights as parties in other civil
proceedings.
5. Each dissenter who is made a party to
the proceeding is entitled to a judgment:
(a) For the amount, if any, by which the court
finds the fair value of the dissenter’s shares, plus interest, exceeds the
amount paid by the subject corporation; or
(b) For the fair value, plus accrued interest, of
the dissenter’s after-acquired shares for which the subject corporation elected
to withhold payment pursuant to NRS 92A.470.
(Added to NRS by 1995, 2091; A 2007, 2705; 2009, 1727;
2011, 2815;
2013, 1288)
NRS 92A.500 Assessment of costs and fees in certain legal proceedings.
1. The court in a proceeding to determine
fair value shall determine all of the costs of the proceeding, including the
reasonable compensation and expenses of any appraisers appointed by the court.
The court shall assess the costs against the subject corporation, except that
the court may assess costs against all or some of the dissenters, in amounts
the court finds equitable, to the extent the court finds the dissenters acted
arbitrarily, vexatiously or not in good faith in demanding payment.
2. The court may also assess the fees and
expenses of the counsel and experts for the respective parties, in amounts the
court finds equitable:
(a) Against the subject corporation and in favor
of all dissenters if the court finds the subject corporation did not
substantially comply with the requirements of NRS
92A.300 to 92A.500, inclusive; or
(b) Against either the subject corporation or a
dissenter in favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted arbitrarily, vexatiously
or not in good faith with respect to the rights provided by NRS 92A.300 to 92A.500,
inclusive.
3. If the court finds that the services of
counsel for any dissenter were of substantial benefit to other dissenters
similarly situated, and that the fees for those services should not be assessed
against the subject corporation, the court may award to those counsel reasonable
fees to be paid out of the amounts awarded to the dissenters who were
benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess the costs against
the subject corporation, except that the court may assess costs against all or
some of the dissenters who are parties to the proceeding, in amounts the court
finds equitable, to the extent the court finds that such parties did not act in
good faith in instituting the proceeding.
5. To the extent the subject corporation
fails to make a required payment pursuant to NRS
92A.460, 92A.470 or 92A.480,
the dissenter may bring a cause of action directly for the amount owed and, to
the extent the dissenter prevails, is entitled to recover all expenses of the
suit.
6. This section does not preclude any
party in a proceeding commenced pursuant to NRS
92A.460 or 92A.490 from applying the provisions
of N.R.C.P. 68 or NRS 17.115.
(Added to NRS by 1995, 2092; A 2009, 1727)
