NRS 92A.200
Filing requirements for mergers or exchanges

  • dependency of terms of plan of merger, conversion or exchange on extrinsic facts.

1.

After a plan of merger or exchange is approved as required by this chapter, the surviving or acquiring entity shall deliver to the Secretary of State for filing articles of merger or exchange setting forth:

(a)

The name and jurisdiction of organization of each constituent entity;

(b)

That a plan of merger or exchange has been adopted by each constituent entity or the parent domestic entity only, if the merger is pursuant to NRS 92A.180;

(c)

If approval of the owners of one or more constituent entities was not required, a statement to that effect and the name of each entity;

(d)

If approval of owners of one or more constituent entities was required, the name of each entity and a statement for each entity that the plan was approved by the required consent of the owners;

(e)

In the case of a merger, the amendment, if any, to the charter document of the surviving entity, which amendment may be set forth in the articles of merger as a specific amendment or in the form of an amended and restated charter document or attached in that form as an exhibit; and

(f)

If the entire plan of merger or exchange is not set forth, a statement that the complete signed plan of merger or plan of exchange is on file at the principal office or with the custodian of records if a corporation, limited-liability company or business trust, or at the principal office or with the custodian of records, as described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330, if a limited partnership, or other place of business of the surviving entity or the acquiring entity, respectively.

2.

Any of the terms of the plan of merger, conversion or exchange may be made dependent upon facts ascertainable outside of the plan of merger, conversion or exchange, provided that the plan of merger, conversion or exchange clearly and expressly sets forth the manner in which such facts shall operate upon the terms of the plan. As used in this section, the term “facts” includes, without limitation, the occurrence of an event, including a determination or action by a person or body, including a constituent entity.

Source: Section 92A.200 — Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts., https://www.­leg.­state.­nv.­us/NRS/NRS-92A.­html#NRS92ASec200.

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.200’s source at nv​.us