Nevada Revised Statutes 78A.160 – Option of stockholder to dissolve corporation: Inclusion in articles of incorporation; exercise of option; notice on stock certificate
1. The articles of incorporation of any close corporation may include a provision granting to any stockholder or to the holder of any specified number or percentage of shares of any class of stock an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any option to dissolve is exercised, the stockholders who exercise the option shall give written notice thereof to all other stockholders. Thirty days after the notice is sent, the dissolution of the corporation must proceed as if the required number of stockholders having voting power consented in writing to dissolution of the corporation as provided by NRS 78.320.
Terms Used In Nevada Revised Statutes 78A.160
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
2. If the articles of incorporation as originally filed do not contain a provision authorized by subsection 1, the articles may be amended to include such a provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or not otherwise entitled to vote, unless the articles of incorporation specifically authorize such an amendment by a vote which is not less than two-thirds of all the outstanding stock, whether or not otherwise entitled to vote.
3. Each stock certificate in any corporation whose articles of incorporation authorize dissolution as permitted by this section must conspicuously note on the face of the certificate the existence of the provision or the provision is ineffective.