Nevada Business Associations; Securities; Commodities
Sec.
§
78.209
Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.
1.
A change pursuant to NRS 78.207 is not effective until after the filing in the Office of the Secretary of State of a certificate, signed by an officer of the corporation, setting forth:
(a)
The number of authorized shares and the par value, if any, of each affected class or, if applicable, each affected series of shares before the change;
(b)
The number of authorized shares and the par value, if any, of each affected class or, if applicable, each affected series of shares after the change;
(c)
The number of shares of each affected class or, if applicable, each affected series to be issued after the change in exchange for each issued share of the same class or series;
(d)
The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby; and
(e)
That any required approval of the stockholders has been obtained. The provisions in the articles of incorporation of the corporation regarding the authorized number and par value, if any, of the changed class or, if applicable, the changed series of shares shall be deemed amended as provided in the certificate at the effective date and time of the change.
2.
Unless an increase or decrease of the number of authorized shares pursuant to NRS 78.207 is accomplished by an action that otherwise requires an amendment to the articles of incorporation of the corporation, such an amendment is not required by that section.
3.
A certificate filed pursuant to subsection 1 is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
4.
If a certificate filed pursuant to subsection 1 specifies a later effective date, the board of directors may terminate the effectiveness of the certificate by resolution and a certificate of termination must:
(a)
Be filed with the Secretary of State before the effective date specified in the certificate filed pursuant to subsection 1;
(b)
Identify the certificate being terminated;
(c)
State that the effectiveness of the certificate has been terminated;
(d)
Be signed by an officer of the corporation; and
(e)
Be accompanied by the fee required pursuant to NRS 78.765.
5.
When any certificate filed pursuant to subsection 1 becomes effective, it shall have the effect of amending the articles of incorporation, but NRS 78.380, 78.385 and 78.390 do not apply to a certificate of change filed pursuant to this section.