Nevada Business Associations; Securities; Commodities

Sec. § 78.300
Liability of directors for unlawful distributions.


The directors of a corporation shall not make distributions to stockholders except as provided by this chapter.


Except as otherwise provided in subsection 3 and NRS 78.138, in case of any violation of the provisions of this section, the directors under whose administration the violation occurred are jointly and severally liable, at any time within 3 years after each violation, to the corporation, and, in the event of its dissolution or insolvency, to its creditors at the time of the violation, or any of them, to the lesser of the full amount of the distribution made or of any loss sustained by the corporation by reason of the distribution to stockholders.


The liability imposed pursuant to subsection 2 does not apply to a director who caused his or her dissent to be entered upon the minutes of the meeting of the directors at the time the action was taken or who was not present at the meeting and caused his or her dissent to be entered on learning of the action.

Last accessed
Feb. 5, 2021