Nev. Rev. Stat. § 92A.005
Definitions
As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 92A.007 to 92A.092, inclusive, have the meanings ascribed to them in those sections.
Nevada Revised Statutes Chapter 92A — Mergers, Conversions, Exchanges and Domestications
Nevada · statute · Nev. Rev. Stat. ch. 92A · 82 active provisions
Provisions
Nev. Rev. Stat. § 92A.007
“Approval” and “vote” defined
“Approval” and “vote” as describing action by directors or stockholders mean the vote by directors in person or by written consent, or action of stockholders in person, by proxy or by written consent.
Nev. Rev. Stat. § 92A.0075
“Articles,” “articles of incorporation” and “certificate of incorporation” defined
“Articles,” “articles of incorporation” and “certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.1955, 78.209, 78.380, 78.385 and 78.390 and any articles of merger, conversion, exchange or domestication filed pursuant t…
Nev. Rev. Stat. § 92A.008
“Business trust” defined
“Business trust” means: 1. A domestic business trust; or 2. An unincorporated association formed pursuant to, existing under or governed by the law of a jurisdiction other than this State and generally described by NRS 88A.030.
Nev. Rev. Stat. § 92A.009
“Charter document” defined
“Charter document” means the articles of incorporation of a foreign corporation, whether or not for profit, the articles of incorporation of a domestic corporation and a domestic nonprofit corporation, the articles of organization of a limited-liability company, the certificate of limited partnership of a limited partn…
Nev. Rev. Stat. § 92A.010
“Constituent document” defined
“Constituent document” means the articles of incorporation or bylaws of a corporation, whether or not for profit, the articles of organization or operating agreement of a limited-liability company, the certificate of limited partnership or partnership agreement of a limited partnership, or the certificate of trust or g…
Nev. Rev. Stat. § 92A.015
“Constituent entity” defined
“Constituent entity” means: 1. With respect to a merger, each merging or surviving entity; 2. With respect to an exchange, each entity whose owner’s interests will be acquired or each entity acquiring those interests; and 3. With respect to the conversion of an entity or a general partnership, the entity or general par…
Nev. Rev. Stat. § 92A.020
“Domestic” defined
“Domestic” as applied to an entity means one organized and existing under the laws of this State.
Nev. Rev. Stat. § 92A.022
“Domestic business trust” defined
“Domestic business trust” means a business trust formed and existing pursuant to the provisions of chapter 88A of NRS.
Nev. Rev. Stat. § 92A.025
“Domestic corporation” defined
“Domestic corporation” means a corporation organized and existing under chapter 78, 78A, 78B or 89 of NRS.
Nev. Rev. Stat. § 92A.027
“Domestic general partnership” defined
“Domestic general partnership” means a general partnership governed by the provisions of chapter 87 of NRS.
Nev. Rev. Stat. § 92A.030
“Domestic limited-liability company” defined
“Domestic limited-liability company” means a limited-liability company organized and existing under chapter 86 of NRS.
Nev. Rev. Stat. § 92A.035
“Domestic limited partnership” defined
“Domestic limited partnership” means a limited partnership organized and existing under chapter 87A or 88 of NRS.
Nev. Rev. Stat. § 92A.040
“Domestic nonprofit corporation” defined
“Domestic nonprofit corporation” means a corporation organized or existing under chapter 82 of NRS, including those listed in NRS 82.051.
Nev. Rev. Stat. § 92A.045
“Entity” defined
“Entity” means a foreign or domestic: 1. Corporation, whether or not for profit; 2. Limited-liability company; 3. Limited partnership; or 4. Business trust.
Nev. Rev. Stat. § 92A.050
“Exchange” defined
“Exchange” means the acquisition by one or more foreign or domestic entities of all an owner’s interests or one or more classes or series of an owner’s interests of one or more foreign or domestic entities.
Nev. Rev. Stat. § 92A.055
“Foreign” defined
“Foreign” as applied to an entity means one not organized or existing under the laws of this State.
Nev. Rev. Stat. § 92A.060
“Limited partner” defined
“Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
Nev. Rev. Stat. § 92A.070
“Member” defined
“Member” means: 1. A member of a limited-liability company, as defined in NRS 86.081; or 2. A member of a nonprofit corporation which has members.
Nev. Rev. Stat. § 92A.073
“Nonprofit cooperative corporation” defined
“Nonprofit cooperative corporation” means a nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160, inclusive.
Nev. Rev. Stat. § 92A.075
“Owner” defined
“Owner” means the holder of an interest described in NRS 92A.080 or a noneconomic member of a limited-liability company described in NRS 86.095.
Nev. Rev. Stat. § 92A.080
“Owner’s interest” defined
“Owner’s interest” means shares of stock in a corporation, membership in a nonprofit corporation, the interest of a member of a limited-liability company or a beneficial owner of a business trust, or the partnership interest of a general or limited partner of a limited partnership.
Nev. Rev. Stat. § 92A.083
“Principal office” defined
“Principal office” has the meaning ascribed to it in NRS 78.010.
Nev. Rev. Stat. § 92A.090
“Resulting entity” defined
“Resulting entity” means, with respect to a conversion, the entity that results from conversion of the constituent entity.
Nev. Rev. Stat. § 92A.092
“Senior executive” defined
“Senior executive” means the chief executive officer, chief operating officer, chief financial officer or anyone in charge of a principal business unit or function of a domestic corporation.
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