Nevada Revised Statutes 78B.120 – Termination of status as benefit corporation; procedure for disposition of all or substantially all of property of benefit corporation
1. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the statement in the articles of incorporation that the corporation is a benefit corporation as required by NRS 78B.100 or 78B.110. To be effective, the amendment must be adopted by at least the minimum status vote.
Terms Used In Nevada Revised Statutes 78B.120
- 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.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
2. If a benefit corporation is a constituent entity in a merger, conversion or exchange and the effect of the merger, conversion or exchange will terminate the status of the benefit corporation as a benefit corporation, the plan of merger, conversion or exchange, whichever is applicable, is not effective unless it is approved by at least the minimum status vote.
3. If not made in the usual and regular course of business, a sale, lease, exchange or other disposition of all or substantially all of the property of a benefit corporation is not effective unless it is approved by at least the minimum status vote.
4. As used in this section:
(a) ’Constituent entity’ has the meaning ascribed to it in NRS 92A.015.
(b) ’Exchange’ has the meaning ascribed to it in NRS 92A.050.