NRS 92A.100
Authority for merger

  • approval, contents and form of plan of merger.

1.

Except as limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may merge into another entity if the plan of merger is approved pursuant to the provisions of this chapter.

2.

Except as otherwise provided in NRS 92A.180, the plan of merger must set forth:

(a)

The name and jurisdiction of organization of each constituent entity;

(b)

The name, jurisdiction of organization and kind of entity or entities that will survive the merger;

(c)

The terms and conditions of the merger; and

(d)

The manner and basis, if any, of converting the owner’s interests of each constituent entity into owner’s interests, rights to purchase owner’s interests, or other securities of the surviving or other entity or into cash or other property in whole or in part or cancelling such owner’s interests in whole or in part.

3.

The plan of merger may set forth:

(a)

Amendments to the constituent documents of the surviving entity; and

(b)

Other provisions relating to the merger.

4.

The plan of merger must be in writing.

Source: Section 92A.100 — Authority for merger; approval, contents and form of plan of merger., https://www.­leg.­state.­nv.­us/NRS/NRS-92A.­html#NRS92ASec100.

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.100’s source at nv​.us