NRS Chapter 78 — PRIVATE CORPORATIONS

186 sections, reproduced from the official Nevada Legislature site (retrieved August 7, 2026). Official chapter page →

NRS 78.010 — Definitions; construction.
NRS 78.012 — Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations.
NRS 78.015 — Applicability of chapter; effect on corporations existing before April 1, 1925.
NRS 78.020 — Limitations on incorporation under chapter; compliance with other laws.
NRS 78.025 — Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter.
NRS 78.026 — Form required for filing of records.
NRS 78.027 — Corporate records: Microfilming; imaging; return.
NRS 78.028 — Filing of records written in language other than English.
NRS 78.0285 — Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.
NRS 78.029 — Procedure to submit replacement page to Secretary of State before actual filing of record.
NRS 78.0295 — Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings.
NRS 78.0296 — Ratification or validation of noncompliant corporate acts.
NRS 78.0297 — Corporate records: Manner of storage; conversion of records into clear and legible paper form; admissibility in evidence of records.
NRS 78.0298 — Records or signatures maintained by corporation.
NRS 78.030 — Filing requirements; prohibition against establishment of corporation for certain illegal purposes.
NRS 78.035 — Articles of incorporation: Required provisions.
NRS 78.037 — Articles of incorporation: Optional provisions.
NRS 78.039 — Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.
NRS 78.040 — Name of corporation: Reservation; injunctive relief.
NRS 78.045 — Articles of incorporation: Approval or certification required before filing of certain articles or amendments.
NRS 78.046 — Authorization of forum selection provisions in articles or bylaws; authorization for articles to waive trial by jury for certain internal actions.
NRS 78.047 — Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.
NRS 78.050 — Commencement of corporate existence.
NRS 78.055 — Acceptable evidence of incorporation.
NRS 78.060 — General powers.
NRS 78.065 — Adoption and use of corporate seal or stamp.
NRS 78.070 — Specific powers.
NRS 78.075 — Railroad companies: Powers.
NRS 78.080 — Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.
NRS 78.085 — Railroad companies: Filing and recording of certified maps and profiles.
NRS 78.090 — Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation.
NRS 78.097 — Resignation of registered agent or termination of registration of commercial registered agent.
NRS 78.105 — Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties.
NRS 78.107 — Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.
NRS 78.115 — Board of directors: Number and qualifications.
NRS 78.120 — Board of directors: General powers.
NRS 78.125 — Committees of board of directors: Designation; powers; membership.
NRS 78.130 — Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.
NRS 78.135 — Authority of directors and representatives of corporation.
NRS 78.138 — Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors.
NRS 78.139 — Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.
NRS 78.140 — Restrictions on transactions involving interested directors or officers; compensation of directors.
NRS 78.150 — Filing requirements; fees; powers and duties of Secretary of State; regulations.
NRS 78.152 — List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.
NRS 78.153 — Additional filing requirements for certain corporations: Criteria; statement; fees.
NRS 78.155 — Certificate of authorization to transact business.
NRS 78.170 — Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.
NRS 78.175 — Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.
NRS 78.180 — Defaulting corporations: Conditions and procedure for reinstatement.
NRS 78.185 — Defaulting corporations: Reinstatement or revival under old or new name; regulations.
NRS 78.191 — “Distribution” defined.
NRS 78.195 — Issuance of more than one class or series of stock; rights of stockholders; protection of corporation and its stockholders.
NRS 78.1955 — Establishment of matters regarding class or series of stock by certificate of designation.
NRS 78.196 — Required and authorized classes or series of stock; shares called for redemption.
NRS 78.197 — Rights of persons holding obligations of corporation.
NRS 78.200 — Rights or options to purchase stock.
NRS 78.205 — Fractions of shares: Issuance; alternatives to issuance.
NRS 78.2055 — Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
NRS 78.207 — Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
NRS 78.209 — Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.
NRS 78.211 — Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.
NRS 78.215 — Issuance of shares for consideration or as share dividend.
NRS 78.220 — Subscriptions for corporate shares: Payment; default; irrevocability.
NRS 78.225 — Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement.
NRS 78.230 — Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.
NRS 78.235 — Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement.
NRS 78.240 — Shares of stock are personal property; transfers; rights and fiduciary duties of stockholder; presumption of compliance with fiduciary duty; liability of stockholder.
NRS 78.242 — Restrictions on transfer of stock and on amount of stock owned by person or group of persons.
NRS 78.245 — Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exceptions.
NRS 78.250 — Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply.
NRS 78.257 — Right of stockholders to inspect, copy and audit financial statements; conditions; exceptions; penalties; applicability.
NRS 78.265 — Preemptive rights of stockholders in corporations organized before October 1, 1991.
NRS 78.267 — Preemptive rights of stockholders in corporations organized on or after October 1, 1991.
NRS 78.275 — Assessments on stock: Levy and collection; sale after default in payment.
NRS 78.280 — Purchase by corporation of its own stock at assessment sale when no other available purchaser.
NRS 78.283 — Treasury shares: Definition; limitations; retirement and disposal.
NRS 78.288 — Distributions to stockholders.
NRS 78.300 — Liability of directors for unlawful distributions.
NRS 78.307 — “Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company.
NRS 78.310 — Stockholders’ and directors’ meetings: Location; authority to call.
NRS 78.315 — Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting; action on certain documents in final or preliminary form.
NRS 78.320 — Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
NRS 78.325 — Actions at meetings not regularly called: Ratification and approval.
NRS 78.330 — Directors: Election; terms; classification; voting power.
NRS 78.335 — Directors: Removal; filling of vacancies.
NRS 78.340 — Failure to hold election of directors on regular day does not dissolve corporation.
NRS 78.345 — Election of directors by order of court upon failure of regular election.
NRS 78.347 — Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.
NRS 78.350 — Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting; protection of corporation and its stockholders.
NRS 78.352 — Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.
NRS 78.355 — Stockholders’ proxies.
NRS 78.360 — Cumulative voting.
NRS 78.365 — Voting trusts.
NRS 78.370 — Notice to stockholders.
NRS 78.375 — Waiver of notice or other communication.
NRS 78.378 — Applicability; imposition of stricter requirements; protection of corporation and its stockholders.
NRS 78.3781 — Definitions.
NRS 78.3782 — “Acquiring person” defined.
NRS 78.3783 — “Acquisition” defined.
NRS 78.3784 — “Control shares” defined.
NRS 78.3785 — “Controlling interest” defined.
NRS 78.3786 — “Fair value” defined.
NRS 78.3787 — “Interested stockholder” defined.
NRS 78.3788 — “Issuing corporation” defined.
NRS 78.3789 — Delivery of offeror’s statement by acquiring person; contents of statement.
NRS 78.379 — Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.
NRS 78.3791 — Approval of voting rights of acquiring person.
NRS 78.3792 — Redemption of control shares.
NRS 78.3793 — Rights of dissenting stockholders.
NRS 78.380 — Amendment of articles before issuance of voting stock.
NRS 78.385 — Scope of amendments.
NRS 78.390 — Amendment of articles after issuance of stock: Procedure.
NRS 78.403 — Restatement of articles.
NRS 78.411 — Definitions.
NRS 78.412 — “Affiliate” defined.
NRS 78.413 — “Associate” defined.
NRS 78.414 — “Beneficial owner” defined.
NRS 78.416 — “Combination” defined.
NRS 78.417 — “Common shares” defined.
NRS 78.418 — “Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control.
NRS 78.421 — “Date of announcement” defined.
NRS 78.422 — “Date of consummation” defined.
NRS 78.423 — “Interested stockholder” defined.
NRS 78.424 — “Market value” defined.
NRS 78.426 — “Preferred shares” defined.
NRS 78.427 — “Resident domestic corporation” defined.
NRS 78.429 — “Share” defined.
NRS 78.431 — “Subsidiary” defined.
NRS 78.433 — Applicability: Generally; protection of corporation and its stockholders.
NRS 78.434 — Applicability: Election not to be governed by provisions.
NRS 78.436 — Applicability: Combination with inadvertent interested stockholder.
NRS 78.437 — Applicability: Combination with interested stockholder as of certain date.
NRS 78.438 — Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal.
NRS 78.439 — Authorized combinations: General requirements.
NRS 78.441 — Authorized combinations: Consideration to be received by disinterested holders of common shares.
NRS 78.442 — Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares.
NRS 78.443 — Authorized combinations: Required form and distribution of consideration.
NRS 78.444 — Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder.
NRS 78.565 — Sale, lease or exchange of assets: Authority; vote of stockholders.
NRS 78.570 — Sale of property and franchise under decree of court.
NRS 78.573 — Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.
NRS 78.575 — Procedure for dissolution before payment of capital and beginning of business.
NRS 78.580 — Procedure for dissolution after beginning of business.
NRS 78.585 — Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.
NRS 78.590 — Trustees of dissolved corporation: Powers of directors.
NRS 78.597 — Liability of stockholders of dissolved corporation.
NRS 78.600 — Trustees or receivers for dissolved corporations: Appointment; powers.
NRS 78.605 — Jurisdiction of district court.
NRS 78.610 — Duties of trustees or receivers; payment and distribution to creditors and stockholders.
NRS 78.615 — Abatement of pending actions; substitution of dissolution trustees or receivers.
NRS 78.620 — Dissolution or forfeiture of charter by decree of court; filing.
NRS 78.622 — Reorganization under federal law: Powers of corporation.
NRS 78.630 — Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.
NRS 78.635 — Appointment of receiver or trustee of insolvent corporation: Powers.
NRS 78.640 — Property and privileges of insolvent corporation vest in appointed receiver.
NRS 78.645 — Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.
NRS 78.650 — Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.
NRS 78.655 — Reorganization of corporation by majority of stockholders during receivership.
NRS 78.660 — Powers of district court.
NRS 78.665 — Receiver to take possession of corporate assets upon court order.
NRS 78.670 — Inventory, list of debts and reports by receiver.
NRS 78.675 — Creditors’ proofs of claims; when participation barred; notice.
NRS 78.680 — Creditors’ claims to be in writing under oath; examination of claimants.
NRS 78.685 — Action on creditors’ claims; appeal of disallowed claims.
NRS 78.695 — Substitution of receiver as party; abatement of actions.
NRS 78.700 — Sales of encumbered or deteriorating property.
NRS 78.705 — Compensation, costs and expenses of receiver.
NRS 78.710 — Distribution of money to creditors and stockholders.
NRS 78.715 — Acts of majority of receivers effectual; removal and vacancies.
NRS 78.720 — Employees’ liens for wages when corporation insolvent.
NRS 78.725 — Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.
NRS 78.730 — Renewal or revival: Procedure; fee; certificate as evidence.
NRS 78.740 — Renewal or revival: Status of corporation.
NRS 78.745 — Action against stockholder for unpaid subscriptions; limitation of action.
NRS 78.746 — Action against stockholder by judgment creditor; limitations.
NRS 78.747 — Liability of another person for debt or liability of corporation.
NRS 78.750 — Service of process on corporations.
NRS 78.7502 — Discretionary indemnification of directors, officers, employees and agents: General provisions.
NRS 78.751 — Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses.
NRS 78.752 — Insurance and other financial arrangements against liability of directors, officers, employees and agents.
NRS 78.755 — Duties: Collection of fees; employment of new technology to aid in performance.
NRS 78.760 — Filing fees: Articles of incorporation.
NRS 78.765 — Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal.
NRS 78.767 — Filing fees: Certificates of restated articles of incorporation.
NRS 78.780 — Filing fee: Articles of dissolution.
NRS 78.785 — Miscellaneous fees.