NRS 82.451
Voluntary dissolution by directors and members or by directors alone

  • directors to act as trustees for liquidation and winding up of corporate affairs.

1.

A corporation may be dissolved and its affairs wound up voluntarily if the board of directors adopts a resolution to that effect and calls a meeting of the members entitled to vote to take action upon the resolution. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. The meeting of the members must be held with due notice. If at the meeting the members entitled to exercise a majority of all the voting power consent by resolution to the dissolution, a certificate signed by an officer of the corporation setting forth that the dissolution has been approved in compliance with this section, together with a list of the names and addresses, either residence or business, of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the corporation, must be filed in the Office of the Secretary of State.

2.

If a corporation has no members entitled to vote upon a resolution calling for the dissolution of the corporation, the corporation may be dissolved and its affairs wound up voluntarily by the board of directors if it adopts a resolution to that effect. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. A certificate setting forth that the dissolution has been approved in compliance with this section and a list of the officers and directors, signed as provided in subsection 1, must be filed in the Office of the Secretary of State.

3.

Upon the dissolution of any corporation under the provisions of this section or upon the expiration of its period of corporate existence, the directors are the trustees of the corporation in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.

4.

A certificate filed pursuant to this section 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 this section 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.

Source: Section 82.451 — Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs., https://www.­leg.­state.­nv.­us/NRS/NRS-082.­html#NRS082Sec451.

82.006
Definitions. 82.011
“Articles of incorporation” and “articles” defined. 82.016
“Corporation” defined. 82.021
“Corporation for public benefit” defined. 82.026
“Directors” and “trustees” defined. 82.031
“Member” defined. 82.034
“Principal office” defined. 82.036
“Receiver” defined. 82.041
“Registered office” defined. 82.046
Construction of chapter. 82.051
Applicability of chapter 82.056
Election of existing corporation to accept chapter: Eligibility 82.061
Election of existing corporation to accept chapter: Filing requirements 82.063
Election of board of directors of expired corporation to accept chapter: Eligibility 82.066
Election of existing and expired corporation to accept chapter: Effect. 82.071
Limitations on eligibility to organize under chapter. 82.076
Effect of amendment or repeal of chapter 82.078
Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology. 82.081
Filing requirements 82.086
Articles of incorporation: Required provisions. 82.091
Articles of incorporation: Optional provisions. 82.096
Name of corporation: Distinguishable name required 82.101
Name of corporation: Reservation 82.106
Articles of incorporation: Prohibited names and businesses 82.111
Commencement of corporate existence. 82.116
Acceptable evidence of incorporation. 82.121
General powers. 82.126
Adoption and use of corporate seal or stamp. 82.131
Specific powers. 82.136
Restrictions: Issuance of stock 82.181
Maintenance of records at principal office or with custodian of records 82.183
Records to be provided to Secretary of State 82.186
Right of members and directors to inspect and copy records 82.188
Manner of storage of records 82.193
Registered agent required 82.196
Board of directors or trustees: Number and qualifications of members. 82.198
Board of directors or trustees: Selection of members when corporation owns or leases mobile home park. 82.201
Board of directors or trustees: General powers. 82.206
Committees of board of directors: Designation 82.211
Officers of corporation: Selection 82.216
Authority of directors and representatives of corporation. 82.221
Directors and officers: Exercise of powers and performance of duties 82.226
Restrictions on transactions involving interested directors or officers 82.231
Powers of corporation 82.236
Transfer of membership. 82.241
Personal liability of members 82.246
Resignation. 82.251
Expulsion of member 82.256
Purchase of membership by corporation. 82.261
Delegates. 82.266
Place of members’, delegates’ and directors’ meetings. 82.271
Meetings of board of directors or delegates: Quorum 82.276
Consent of members in lieu of meeting 82.281
Actions at meetings not regularly called: Consent, ratification and approval. 82.286
Election of directors and delegates 82.291
Meetings of members or delegates: Quorum. 82.296
Directors: Removal 82.301
Effect of failure to elect director on designated day. 82.306
Election of directors by order of court upon failure of regular election. 82.311
Provisional director: Appointment 82.316
Determination of members entitled to notice of and to vote at meeting 82.321
Members’ proxies. 82.326
Action of members by written ballot in lieu of meeting. 82.331
Cumulative voting. 82.336
Delegates and members: Special meetings 82.341
Waiver of notice. 82.346
Amendment of articles before first meeting of directors. 82.351
Amendment of articles: Scope of amendments. 82.356
Amendment of articles: Procedure. 82.371
Restatement of articles. 82.436
Sale, lease or exchange of assets: Authority 82.442
Dissolution of corporation whose charter has been revoked without additional fees and penalties 82.446
Voluntary dissolution at request of members. 82.451
Voluntary dissolution by directors and members or by directors alone 82.456
Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors 82.461
Dissolved corporations: Duties of person appointed or authorized to act in liquidation. 82.466
Reorganization under federal law. 82.471
Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee 82.476
Receivers or trustees for insolvent corporations: Appointment 82.481
Authority of court to reconvey property back to or dissolve corporation. 82.486
Involuntary dissolution: Authority and grounds for application. 82.491
Involuntary dissolution: Appointment of receiver 82.496
Involuntary dissolution: General powers of court. 82.501
Limitation on time for creditors’ claims 82.506
Presentation of creditors’ claims 82.511
Abatement of actions against receivers. 82.516
Payment of creditors and distribution of surplus. 82.521
Employees’ liens for wages. 82.523
Annual list: Filing requirements 82.524
Renewal or revival of right to transact business: Procedure 82.525
Form required for filing of records. 82.526
Corporate records: Microfilming 82.528
Filing of records written in language other than English. 82.531
Fees. 82.533
Procedure to submit replacement page to Secretary of State before actual filing of record. 82.534
Correction of inaccurate or defective record filed with Secretary of State 82.536
Attorney General: Examination of corporate affairs 82.541
Directors, officers, employees and agents: Indemnification 82.546
Renewal or revival of charter: Procedure 82.5231
Certificate of authorization to transact business. 82.5233
Addresses of officers required 82.5234
Penalty for failure to comply with requirements for qualification 82.5235
Defaulting corporations: Identification 82.5236
Defaulting corporations: Duties of Secretary of State. 82.5237
Defaulting corporations: Conditions and procedure for reinstatement. 82.5239
Defaulting corporations: Reinstatement or revival under old or new name
Last Updated

Feb. 5, 2021

§ 82.451’s source at nv​.us