NRS 78.205 Fractions of shares: Issuance; alternatives to issuance.

419 words·~2 min read·/nv/chapter-78-private-corporations/78-205·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

1. A corporation is not obligated to but may sign and deliver a certificate for or including a fraction of a share.

2. In lieu of signing and delivering a certificate for a fraction of a share, a corporation may:

(a)Pay to any person otherwise entitled to become a holder of a fraction of a share an amount in cash based on a per share value, and that value or the method of determining that value must be specified in the articles, plan of reorganization, plan of merger or exchange, resolution of the board of directors, or other instrument pursuant to which the fractional share would otherwise be issued;

(b)Issue such additional fraction of a share as is necessary to increase the fractional share to a full share; or

(c)Sign and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip. The scrip may provide that it becomes void unless the rights of the holders are exercised within a specified period and may contain any other provisions or conditions that the corporation deems advisable. Whenever any scrip ceases to be exchangeable for full share certificates, the shares that would otherwise have been issuable as provided on the scrip are deemed to be treasury shares unless the scrip contains other provisions for their disposition.

3. If any proposed corporate action pursuant to this section would result in only money being paid or scrip being issued to stockholders who:

(a)Before the proposed corporate action becomes effective, in the aggregate hold 1 percent or more of the outstanding shares of the affected class or series; and

(b)Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares,

Ê any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500 , inclusive, and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.