Nevada Business Associations; Securities; Commodities

Sec. § 78.650
Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.


Any holder or holders of one-tenth of the issued and outstanding stock may apply to the district court in the county in which the corporation has its principal place of business or, if the principal place of business is not located in this State, to the district court in the county in which the corporation’s registered office is located, for an order appointing a receiver, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by and through a receiver appointed by the court, whenever irreparable injury to the corporation is threatened or being suffered and:


The corporation has willfully violated its charter;


Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs and any presumption established by subsection 3 has been rebutted with respect to such conduct or control;


The assets of the corporation are in danger of waste, sacrifice or loss through attachment, foreclosure, litigation or otherwise; or


The corporation has dissolved, but has not proceeded diligently to wind up its affairs, or to distribute its assets in a reasonable time.


The application may be for the appointment of a receiver, without at the same time applying for the dissolution of the corporation, and notwithstanding the absence, if any there be, of any action or other proceeding in the premises pending in such court.


In any such application for a receivership, it is sufficient for a temporary appointment if notice of the same is given to the corporation alone, by process as in the case of an application for a temporary restraining order or injunction, and the hearing thereon may be had after 5 days’ notice unless the court directs a longer or different notice and different parties.


The court may, if good cause exists therefor, appoint one or more receivers for such purpose, but in all cases directors or trustees who have been guilty of no negligence nor active breach of duty must be preferred in making the appointment. The court may at any time for sufficient cause make a decree terminating the receivership, or dissolving the corporation and terminating its existence, or both, as may be proper.


Receivers so appointed have, among the usual powers, all the functions, powers, tenure and duties to be exercised under the direction of the court as are conferred on receivers and as provided in NRS 78.635, 78.640 and 78.645, whether the corporation is insolvent or not.


The ownership requirement set forth in subsection 1 must be maintained from the date and throughout the pendency of the application for the appointment of a receiver of the corporation.

Last accessed
Feb. 5, 2021