Nevada Business Corporation Act: Everything You Need to Know
The Nevada Business Corporation Act allows businesses to be formed to conduct any lawful business. The act allows for a corporation to serve a purpose aside from those stated in the articles of corporations. 3 min read
The Nevada Business Corporation Act allows businesses to be formed to conduct any lawful business. The act allows for a corporation to serve a purpose aside from those stated in the articles of corporations.
Nevada Corporation Law
When incorporating a company under Nevada law, certain guidelines must be followed to ensure that a corporation will be able to conduct business under Nevada law. Some of the requirements for forming a corporation include:
- You must name your corporation with a name that is distinguishable from any other registered corporation in the state of Nevada, and the name must be followed by an indicator that the company is incorporated, such as "Incorporated," "Limited," "Company," and "Corporation."
- Articles of incorporation will have to be filed with the Nevada Secretary of State.
- The company must be created by one or more incorporators.
- The names and addresses of each incorporator must be in the articles of incorporation.
- The company must have at least one or more directors and they must be 18 years of age or older.
- The names and addresses of each director must be in the articles of incorporation.
- The articles of incorporation must state the number of shares of stocks they plan to authorize.
- The class and/or series of shares must be described in the articles as well.
- The resident agent's name and mailing address will need to be included in the articles of incorporation.
- For corporations that are registered as an investment company, the articles will need to lay out the corporation's protocols for annual shareholder meetings.
- Bylaws should include the management of business affairs for the corporation.
- The corporation's officers can be appointed, voted by a board, or listed in the bylaws.
- A corporation's officers must include a president, vice president, secretary, and treasurer.
- Officers may hold multiple positions in one corporation.
- The bylaws of a company will be drafted by the directors of the corporation.
- Every corporation must have a named registered agent who has a physical address to receive legal paperwork for the company. The registered agent will be required to sign a Certificate of Acceptance.
Nevada Revised Statutes
Multiple revised statutes to the Nevada Business Corporation Act may affect corporations or the way they operate. Some of the statues corporate owners should be aware of are:
- Nevada law allows for directors or the president to call for special stockholder meetings unless the bylaws prohibit it.
- If a corporation fails to elect directors within 18 months of the previous election, a district court may order the election.
- Under Nevada law, stockholders may take action without a meeting if they have the minimum number of votes in writing.
- Shares shall be represented by certificates unless the bylaws dictate otherwise.
- Blank Check Preferred stock can be issued if allowed by the certificate of incorporation.
- Nevada law allows a corporation's board of directors to remain classified.
- The law requires that a corporation must have at least one director.
- Cumulative voting is allowed if permitted by the articles of incorporation.
- Directors may be removed with at least two-thirds of the voting power of the corporation issued stock.
- Any amendment to the corporation's articles of incorporation will require a resolution by the board of directors.
- Amendments to the bylaws can be made by the directors if approved by the stockholders.
- Unless a corporation has "opted-out" of this specific coverage, a stockholder may not engage in "combination" unless two years have passed since they have become an "interested stockholder."
- Nevada's "Acquisition of Controlling Interest" statute, applicable to corporations doing business in the state of Nevada with 200 or more stockholders, dictates that the person who acquires a controlling percentage of shares may not vote their controlling shares unless the other stockholders have restored those voting rights.
- Under Nevada law, records and books must be allowed to be viewed within five days of a written request.
- A majority vote of the majority holders of each class of stock is required to approve a merger.
- A director or an officer is not individually liable for a corporation unless it is proven that they were in breach of fiduciary duty.
- Nevada law requires that all directors and officer exercise their powers in the best interest of the company.
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