Nevada Code § 78.196

Required and authorized classes or series of stock; shares called for redemption
Open in Lexace · Ask the AI about this section
1. Each corporation must have:
(a) One or more classes or series of shares that
together have unlimited voting rights; and
(b) One or more classes or series of shares that
together are entitled to receive the net assets of the corporation upon
dissolution.
If the
articles of incorporation provide for only one class of stock, that class of
stock has unlimited voting rights and is entitled to receive the net assets of
the corporation upon dissolution.
2. The articles of incorporation, or a
certificate of designation approved pursuant to a resolution of the board of
directors and filed pursuant to subsection 1 of NRS 78.1955 , may authorize one or more
classes or series of stock that:
(a) Have special, conditional or limited voting
powers, or no right to vote, except to the extent otherwise provided by this
title;
(b) Are redeemable or convertible:
(1) At the option of the corporation, the
stockholders or another person, or upon the occurrence of a designated event;
(2) For cash, indebtedness, securities or
other property; or
(3) In a designated amount or in an amount
determined in accordance with a designated formula or by reference to extrinsic
data or events;
(c) Entitle the stockholders to distributions
calculated in any manner, including dividends that may be cumulative,
noncumulative or partially cumulative;
(d) Have preference over any other class or
series of shares with respect to distributions, including dividends and
distributions upon the dissolution of the corporation;
(e) Have par value; or
(f) Have powers, designations, preferences,
limitations, restrictions and relative rights dependent upon any fact or event
which may be ascertained outside of the articles of incorporation or the
certificate of designation if the manner in which the fact or event may operate
on such class or series of stock is stated in the articles of incorporation or
the certificate of designation. As used in this paragraph, fact or event
includes, without limitation, the existence of a fact or occurrence of an
event, including, without limitation, a determination or action by a person,
the corporation itself or any government, governmental agency or political
subdivision of a government.
3. Unless otherwise provided in the
articles of incorporation, or in a certificate of designation filed pursuant to
subsection 1 of NRS 78.1955 ,
establishing a class or series of stock, shares which are subject to redemption
and which have been called for redemption are not deemed to be outstanding
shares for purposes of voting or determining the total number of shares
entitled to vote on a matter on and after the date on which:
(a) Written notice of redemption has been sent to
the holders of such shares; and
(b) A sum sufficient to redeem the shares has
been irrevocably deposited or set aside to pay the redemption price to the
holders of the shares upon surrender of any certificates.
4. The description of voting powers,
designations, preferences, limitations, restrictions and relative rights of the
classes or series of shares contained in this section is not exclusive.

‹ Prev All Nevada sections Next ›


Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.