NRS 92A.130
Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required.

1.

Action by the stockholders of a surviving domestic corporation on a plan of merger is not required if:

(a)

The articles of incorporation of the surviving domestic corporation will not differ from its articles before the merger;

(b)

Each stockholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights immediately after the merger;

(c)

The number of voting shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger; and

(d)

The number of participating shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of participating shares outstanding immediately before the merger.

2.

As used in this section:

(a)

“Participating shares” means shares that entitle their holders to participate without limitation in distributions.

(b)

“Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.

Source: Section 92A.130 — Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required., https://www.­leg.­state.­nv.­us/NRS/NRS-92A.­html#NRS92ASec130.

92A.100
Authority for merger 92A.105
Authority for conversion 92A.110
Authority for exchange 92A.120
Approval of plan of merger, conversion or exchange for domestic corporation. 92A.130
Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required. 92A.133
Circumstances under which vote of stockholders of publicly traded corporation not required to authorize merger in which publicly traded corporation is constituent entity. 92A.135
Approval of plan of conversion for domestic general partnership. 92A.140
Approval of plan of merger, conversion or exchange for domestic limited partnership. 92A.150
Approval of plan of merger, conversion or exchange for domestic limited-liability company. 92A.160
Approval of plan of merger or exchange for domestic nonprofit corporation. 92A.162
Approval of plan of merger, conversion or exchange for nonprofit cooperative corporation. 92A.165
Approval of plan of merger, conversion or exchange for domestic business trust. 92A.170
Abandonment of planned merger, conversion or exchange before filing of articles. 92A.175
Termination of planned merger, conversion or exchange after filing of articles. 92A.180
Merger of subsidiary into parent or parent into subsidiary. 92A.190
Merger or exchange with foreign entity. 92A.195
Conversion of foreign or domestic entity or foreign or domestic general partnership. 92A.200
Filing requirements for mergers or exchanges 92A.205
Filing requirements for conversions. 92A.207
Form required for filing of records. 92A.210
Filing fees. 92A.220
Duty when entire plan of merger, conversion or exchange is not set forth in articles. 92A.230
Signing of articles of merger, conversion or exchange. 92A.240
Effective date and time of merger, conversion or exchange 92A.250
Effect of merger, conversion or exchange. 92A.260
Liability of owner after merger, conversion or exchange. 92A.270
Domestication of undomesticated organization. 92A.280
Cancellation of filings.
Last Updated

Jun. 24, 2021

§ 92A.130’s source at nv​.us