NRS 92A.420
Prerequisites to demand for payment for shares.

1.

If a proposed corporate action creating dissenter’s rights is submitted to a vote at a stockholders’ meeting, a stockholder who wishes to assert dissenter’s rights with respect to any class or series of shares:

(a)

Must deliver to the subject corporation, before the vote is taken, written notice of the stockholder’s intent to demand payment for his or her shares if the proposed action is effectuated; and

(b)

Must not vote, or cause or permit to be voted, any of his or her shares of such class or series in favor of the proposed action.

2.

If a proposed corporate action creating dissenter’s rights is taken by written consent of the stockholders, a stockholder who wishes to assert dissenter’s rights with respect to any class or series of shares must not consent to or approve the proposed corporate action with respect to such class or series.

3.

A stockholder who does not satisfy the requirements of subsection 1 or 2 and NRS 92A.400 is not entitled to payment for his or her shares under this chapter.

Source: Section 92A.420 — Prerequisites to demand for payment for shares., https://www.­leg.­state.­nv.­us/NRS/NRS-92A.­html#NRS92ASec420 (accessed May 26, 2025).

92A.300
Definitions. 92A.305
“Beneficial stockholder” defined. 92A.310
“Corporate action” defined. 92A.315
“Dissenter” defined. 92A.320
“Fair value” defined. 92A.325
“Stockholder” defined. 92A.330
“Stockholder of record” defined. 92A.335
“Subject corporation” defined. 92A.340
Computation of interest. 92A.350
Rights of dissenting partner of domestic limited partnership. 92A.360
Rights of dissenting member of domestic limited-liability company. 92A.370
Rights of dissenting member of domestic nonprofit corporation. 92A.380
Right of stockholder to dissent from certain corporate actions and to obtain payment for shares. 92A.390
Limitations on right of dissent: Stockholders of certain classes or series 92A.400
Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder 92A.410
Notification of stockholders regarding right of dissent. 92A.420
Prerequisites to demand for payment for shares. 92A.430
Dissenter’s notice: Delivery to stockholders entitled to assert rights 92A.440
Demand for payment and deposit of certificates 92A.450
Uncertificated shares: Authority to restrict transfer after demand for payment. 92A.460
Payment for shares: General requirements. 92A.470
Withholding payment for shares acquired on or after date of dissenter’s notice: General requirements. 92A.480
Dissenter’s estimate of fair value: Notification of subject corporation 92A.490
Legal proceeding to determine fair value: Duties of subject corporation 92A.500
Assessment of costs and fees in certain legal proceedings.

May 26, 2025

§ 92A.420. Prerequisites to demand for payment for shares.'s source at nv​.us