NRS 78.138
Directors and officers: Fiduciary duties

  • exercise of powers
  • performance of duties
  • presumptions and considerations
  • liability to corporation, stockholders and creditors.

1.

The fiduciary duties of directors and officers are to exercise their respective powers in good faith and with a view to the interests of the corporation.

2.

In exercising their respective powers, directors and officers may, and are entitled to, rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, that are prepared or presented by:

(a)

One or more directors, officers or employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented;

(b)

Counsel, public accountants, financial advisers, valuation advisers, investment bankers or other persons as to matters reasonably believed to be within the preparer’s or presenter’s professional or expert competence; or

(c)

A committee on which the director or officer relying thereon does not serve, established in accordance with NRS 78.125, as to matters within the committee’s designated authority and matters on which the committee is reasonably believed to merit confidence,
Ê but a director or officer is not entitled to rely on such information, opinions, reports, books of account or statements if the director or officer has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.

3.

Except as otherwise provided in subsection 1 of NRS 78.139, directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation. A director or officer is not individually liable for damages as a result of an act or failure to act in his or her capacity as a director or officer except as described in subsection 7.

4.

Directors and officers, in exercising their respective powers with a view to the interests of the corporation, may:

(a)

Consider all relevant facts, circumstances, contingencies or constituencies, including, without limitation:

(1)

The interests of the corporation’s employees, suppliers, creditors or customers;

(2)

The economy of the State or Nation;

(3)

The interests of the community or of society;

(4)

The long-term or short-term interests of the corporation, including the possibility that these interests may be best served by the continued independence of the corporation; or

(5)

The long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.

(b)

Consider or assign weight to the interests of any particular person or group, or to any other relevant facts, circumstances, contingencies or constituencies.

5.

Directors and officers are not required to consider, as a dominant factor, the effect of a proposed corporate action upon any particular group or constituency having an interest in the corporation.

6.

The provisions of subsections 4 and 5 do not create or authorize any causes of action against the corporation or its directors or officers.

7.

Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless:

(a)

The presumption established by subsection 3 has been rebutted; and

(b)

It is proven that:

(1)

The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and

(2)

Such breach involved intentional misconduct, fraud or a knowing violation of law.

8.

This section applies to all cases, circumstances and matters, including, without limitation, any change or potential change in control of the corporation unless otherwise provided in the articles of incorporation or an amendment thereto.

Source: Section 78.138 — Directors and officers: Fiduciary duties; exercise of powers; performance of duties; presumptions and considerations; liability to corporation, stockholders and creditors., https://www.­leg.­state.­nv.­us/NRS/NRS-078.­html#NRS078Sec138 (accessed May 26, 2025).

78.010
Definitions 78.012
Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations. 78.015
Applicability of chapter 78.020
Limitations on incorporation under chapter 78.025
Reserved power of State to amend or repeal chapter 78.026
Form required for filing of records. 78.027
Corporate records: Microfilming 78.028
Filing of records written in language other than English. 78.029
Procedure to submit replacement page to Secretary of State before actual filing of record. 78.030
Filing requirements 78.035
Articles of incorporation: Required provisions. 78.037
Articles of incorporation: Optional provisions. 78.039
Name of corporation: Distinguishable name required 78.040
Name of corporation: Reservation 78.045
Articles of incorporation: Approval or certification required before filing of certain articles or amendments. 78.046
Authorization of forum selection provisions in articles or bylaws. 78.047
Penalty for purporting to do business as corporation without filing articles of incorporation 78.050
Commencement of corporate existence. 78.055
Acceptable evidence of incorporation. 78.060
General powers. 78.065
Adoption and use of corporate seal or stamp. 78.070
Specific powers. 78.075
Railroad companies: Powers. 78.080
Railroad companies: Rights-of-way granted by the State, counties and municipalities 78.085
Railroad companies: Filing and recording of certified maps and profiles. 78.090
Registered agent required 78.097
Resignation of registered agent or termination of registration of commercial registered agent. 78.105
Maintenance of records at principal office or with custodian of records 78.107
Denial of request for inspection of records 78.115
Board of directors: Number and qualifications. 78.120
Board of directors: General powers. 78.125
Committees of board of directors: Designation 78.130
Officers of corporation: Selection 78.135
Authority of directors and representatives of corporation. 78.138
Directors and officers: Fiduciary duties 78.139
Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation. 78.140
Restrictions on transactions involving interested directors or officers 78.150
Filing requirements 78.152
List or statement to be maintained at principal office or with custodian of records 78.153
Additional filing requirements for certain corporations: Criteria 78.155
Certificate of authorization to transact business. 78.170
Defaulting corporations: Identification 78.175
Defaulting corporations: Duties of Secretary of State 78.180
Defaulting corporations: Conditions and procedure for reinstatement. 78.185
Defaulting corporations: Reinstatement or revival under old or new name 78.191
“Distribution” defined. 78.195
Issuance of more than one class or series of stock 78.196
Required and authorized classes or series of stock 78.197
Rights of persons holding obligations of corporation. 78.200
Rights or options to purchase stock. 78.205
Fractions of shares: Issuance 78.207
Change in number of authorized shares of class or series: Resolution by board of directors 78.209
Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change 78.211
Consideration for shares: Authority of board of directors 78.215
Issuance of shares for consideration or as share dividend. 78.220
Subscriptions for corporate shares: Payment 78.225
Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement. 78.230
Liability of holder of stock as collateral security 78.235
Stock certificates: Validation 78.240
Shares of stock are personal property 78.242
Restrictions on transfer of stock and on amount of stock owned by person or group of persons. 78.245
Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations 78.250
Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements 78.257
Right of stockholders to inspect, copy and audit financial records 78.265
Preemptive rights of stockholders in corporations organized before October 1, 1991. 78.267
Preemptive rights of stockholders in corporations organized on or after October 1, 1991. 78.275
Assessments on stock: Levy and collection 78.280
Purchase by corporation of its own stock at assessment sale when no other available purchaser. 78.283
Treasury shares: Definition 78.0285
Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology. 78.288
Distributions to stockholders. 78.0295
Correction of inaccurate or defective record filed with the Secretary of State 78.0296
Ratification or validation of noncompliant corporate acts. 78.0297
Corporate records: Manner of storage 78.0298
Records or signatures maintained by corporation. 78.300
Liability of directors for unlawful distributions. 78.307
“Investment company” and “open-end investment company” defined 78.310
Stockholders’ and directors’ meetings: Location 78.315
Directors’ meetings: Quorum 78.320
Stockholders’ meetings: Quorum 78.325
Actions at meetings not regularly called: Ratification and approval. 78.330
Directors: Election 78.335
Directors: Removal 78.340
Failure to hold election of directors on regular day does not dissolve corporation. 78.345
Election of directors by order of court upon failure of regular election. 78.347
Application by stockholder for order of court appointing custodian or receiver 78.350
Voting rights of stockholders 78.352
Voting rights: Persons holding stock in fiduciary capacity 78.355
Stockholders’ proxies. 78.360
Cumulative voting. 78.365
Voting trusts. 78.370
Notice to stockholders. 78.375
Waiver of notice or other communication. 78.378
Applicability 78.379
Voting rights of acquiring person 78.380
Amendment of articles before issuance of voting stock. 78.385
Scope of amendments. 78.390
Amendment of articles after issuance of stock: Procedure. 78.403
Restatement of articles. 78.411
Definitions. 78.412
“Affiliate” defined. 78.413
“Associate” defined. 78.414
“Beneficial owner” defined. 78.416
“Combination” defined. 78.417
“Common shares” defined. 78.418
“Control,” “controlling,” “controlled by” and “under common control with” defined 78.421
“Date of announcement” defined. 78.422
“Date of consummation” defined. 78.423
“Interested stockholder” defined. 78.424
“Market value” defined. 78.426
“Preferred shares” defined. 78.427
“Resident domestic corporation” defined. 78.428
“Securities Exchange Act” defined. 78.429
“Share” defined. 78.431
“Subsidiary” defined. 78.432
“Voting shares” defined. 78.433
Applicability: Generally. 78.434
Applicability: Election not to be governed by provisions. 78.436
Applicability: Combination with inadvertent interested stockholder. 78.437
Applicability: Combination with interested stockholder as of certain date. 78.438
Combination prohibited within 2 years after stockholder becomes interested 78.439
Authorized combinations: General requirements. 78.441
Authorized combinations: Consideration to be received by disinterested holders of common shares. 78.442
Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares. 78.443
Authorized combinations: Required form and distribution of consideration. 78.444
Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder. 78.565
Sale, lease or exchange of assets: Authority 78.570
Sale of property and franchise under decree of court. 78.573
Dissolution of corporation whose charter has been revoked without additional fees and penalties 78.575
Procedure for dissolution before payment of capital and beginning of business. 78.580
Procedure for dissolution after beginning of business. 78.585
Continuation of corporation after dissolution for winding up and liquidating its business and affairs 78.590
Trustees of dissolved corporation: Powers of directors. 78.597
Liability of stockholders of dissolved corporation. 78.600
Trustees or receivers for dissolved corporations: Appointment 78.605
Jurisdiction of district court. 78.610
Duties of trustees or receivers 78.615
Abatement of pending actions 78.620
Dissolution or forfeiture of charter by decree of court 78.622
Reorganization under federal law: Powers of corporation. 78.630
Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee 78.635
Appointment of receiver or trustee of insolvent corporation: Powers. 78.640
Property and privileges of insolvent corporation vest in appointed receiver. 78.645
Corporation may resume control upon payment of debts and receipt of capital to conduct business 78.650
Stockholders’ application for injunction and appointment of receiver when corporation mismanaged. 78.655
Reorganization of corporation by majority of stockholders during receivership. 78.660
Powers of district court. 78.665
Receiver to take possession of corporate assets upon court order. 78.670
Inventory, list of debts and reports by receiver. 78.675
Creditors’ proofs of claims 78.680
Creditors’ claims to be in writing under oath 78.685
Action on creditors’ claims 78.695
Substitution of receiver as party 78.700
Sales of encumbered or deteriorating property. 78.705
Compensation, costs and expenses of receiver. 78.710
Distribution of money to creditors and stockholders. 78.715
Acts of majority of receivers effectual 78.720
Employees’ liens for wages when corporation insolvent. 78.725
Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter. 78.730
Renewal or revival: Procedure 78.740
Renewal or revival: Status of corporation. 78.745
Action against stockholder for unpaid subscriptions 78.746
Action against stockholder by judgment creditor 78.747
Liability of another person for debt or liability of corporation. 78.750
Service of process on corporations. 78.751
Mandatory indemnification of directors, officers, employees and agents 78.752
Insurance and other financial arrangements against liability of directors, officers, employees and agents. 78.755
Duties: Collection of fees 78.760
Filing fees: Articles of incorporation. 78.765
Filing fees: Certificate changing number of authorized shares 78.767
Filing fees: Certificates of restated articles of incorporation. 78.780
Filing fee: Certificate of dissolution. 78.785
Miscellaneous fees. 78.1955
Establishment of matters regarding class or series of stock by certificate of designation. 78.2055
Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors 78.3781
Definitions. 78.3782
“Acquiring person” defined. 78.3783
“Acquisition” defined. 78.3784
“Control shares” defined. 78.3785
“Controlling interest” defined. 78.3786
“Fair value” defined. 78.3787
“Interested stockholder” defined. 78.3788
“Issuing corporation” defined. 78.3789
Delivery of offeror’s statement by acquiring person 78.3791
Approval of voting rights of acquiring person. 78.3792
Redemption of control shares. 78.3793
Rights of dissenting stockholders. 78.4265
“Publicly traded corporation” defined. 78.7502
Discretionary indemnification of directors, officers, employees and agents: General provisions.

May 26, 2025

§ 78.138. Dirs. & officers: Fiduciary duties's source at nv​.us