NRS 92A.190
Merger or exchange with foreign entity.


1. One or more foreign entities may merge or enter into an exchange of owner’s interests with one or more domestic entities if:

(a)

In a merger, the merger is permitted by the law of the jurisdiction under whose law each foreign entity is organized and governed and each foreign entity complies with that law in effecting the merger;

(b)

In an exchange, the entity whose owner’s interests will be acquired is a domestic entity, whether or not an exchange of owner’s interests is permitted by the law of the jurisdiction under whose law the acquiring entity is organized;

(c)

The foreign entity complies with NRS 92A.200 to 92A.240, inclusive, if it is the surviving entity in the merger or acquiring entity in the exchange and sets forth in the articles of merger or exchange its address where copies of process may be sent by the Secretary of State; and

(d)

Each domestic entity complies with the applicable provisions of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving entity in the merger or acquiring entity in the exchange, with NRS 92A.200 to 92A.240, inclusive.

2.

When the merger or exchange takes effect, the surviving foreign entity in a merger and the acquiring foreign entity in an exchange shall be deemed:

(a)

To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation which accrued before the merger or exchange became effective or the rights of dissenting owners of each domestic entity that was a party to the merger or exchange. Service of such process must be made by personally delivering to and leaving with the Secretary of State duplicate copies of the process and the payment of a fee of $100 for accepting and transmitting the process. The Secretary of State shall forthwith send by registered or certified mail one of the copies to the surviving or acquiring entity at its specified address, unless the surviving or acquiring entity has designated in writing to the Secretary of State a different address for that purpose, in which case it must be mailed to the last address so designated.

(b)

To agree that it will promptly pay to the dissenting owners of each domestic entity that is a party to the merger or exchange the amount, if any, to which they are entitled under or created pursuant to NRS 92A.300 to 92A.500, inclusive.

3.

This section does not limit the power of a foreign entity to acquire all or part of the owner’s interests of one or more classes or series of a domestic entity through a voluntary exchange or otherwise.

Source: Section 92A.190 — Merger or exchange with foreign entity., https://www.­leg.­state.­nv.­us/NRS/NRS-92A.­html#NRS92ASec190.

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.190’s source at nv​.us