Nevada Revised Statutes 78A.040 – Notice required on share certificates; effect of notice and restrictions on transfer of shares; shareholders to be provided with copies of provisions restricting rights
1. The following statement must appear conspicuously on each share certificate issued by a close corporation:
Terms Used In Nevada Revised Statutes 78A.040
- 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.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
2. A person claiming an interest in the shares of a close corporation that has complied with the requirement of subsection 1 is bound by the records referred to in the notice. A person claiming an interest in the shares of a close corporation that has not complied with the requirement of subsection 1 is bound by any record that he or she or a person through whom he or she claims has knowledge or notice.
3. A close corporation shall provide to any shareholder upon his or her written request and without charge, copies of the provisions that restrict transfer or affect voting or other rights of shareholders appearing in the articles of incorporation, bylaws, shareholders’ agreements or voting trust agreements filed with the corporations.
4. Except as otherwise provided in subsection 5, the close corporation may refuse to register the transfer of stock into the name of a person to whom the stock of a close corporation has been transferred if the person has, or is presumed to have, notice that the transfer of the stock is in violation of a restriction on the transfer of stock. If the close corporation refuses to register the transfer of stock into the name of the transferee, the close corporation must notify the transferee of its refusal and state the reasons therefor.
5. Subsection 4 does not apply if:
(a) The transfer of stock, even if contrary to the restrictions on transfer of stock, has been consented to by all the stockholders of the close corporation; or
(b) The close corporation has amended its articles of incorporation in accordance with NRS 78A.180.
6. The provisions of this section do not impair any rights of a transferee to:
(a) Rescind the transaction by which the transferee acquired the stock; or
(b) Recover under any applicable warranty.
7. As used in this section, ‘transfer’ is not limited to a transfer for value.