Nevada Business Associations; Securities; Commodities

Sec. § 78.220
Subscriptions for corporate shares: Payment; default; irrevocability.


Subscriptions to the shares of a corporation, whether made before or after its organization, must be paid in full at such time or in such installments at such times as determined by the board of directors. Any call made by the board of directors for payment on subscriptions must be uniform as to all shares of the same class or series.


If default is made in the payment of any installment or call, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. In addition, the corporation may sell a sufficient number of the subscriber’s shares at public auction to pay for the installment or call and any incidental charges incurred as a result of the sale. No penalty causing a forfeiture of a subscription, of stock for which a subscription has been signed, or of amounts paid thereon, may be declared against any subscriber unless the amount due remains unpaid for 30 days after written demand. Such written demand shall be deemed made when it is mailed by registered or certified mail, return receipt requested, to the subscriber’s last known address. If any of the subscriber’s shares are sold at public auction, any excess of the proceeds over the total of the amount due plus any incidental charges of the sale must be paid to the subscriber or the subscriber’s legal representative. If an action is brought to recover the amount due on a subscription or call, any judgment in favor of the corporation must be reduced by the amount of the net proceeds of any sale by the corporation of the subscriber’s stock.


All stock subject to a delinquent installment or call and all amounts previously paid by a delinquent subscriber for the stock must be forfeited to the corporation if an amount due from a subscriber remains unpaid, the corporation has complied with the requirements of subsection 2 and:


A bidder does not purchase the subscriber’s shares at public auction; or


The corporation does not collect the defaulted amount by an action at law.


If a receiver of a corporation has been appointed, all unpaid subscriptions must be paid at such times and in such installments as the receiver or the court may direct, subject, however, to the provisions of the subscription contract.


A subscription for shares of a corporation to be organized is irrevocable for 6 months unless otherwise provided by the subscription agreement or unless all of the subscribers consent to the revocation of the subscription.

Last accessed
Feb. 5, 2021