NRS 78.207 Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

681 words·~3 min read·/nv/chapter-78-private-corporations/78-207·

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

1. Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a class or series, if any, of its authorized stock by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsections 2 and 3, do so by a resolution adopted by the board of directors, without obtaining the approval of the stockholders.

The resolution may also provide for a change of the par value, if any, of the same class or series of the shares increased or decreased. After the effective date and time of the change, the corporation may issue its stock in accordance therewith.

2. A proposal to increase or decrease the number of authorized shares of any class or series, if any, that includes provisions pursuant to which only money will be paid or scrip will be issued to stockholders who:

(a)Before the increase or decrease in the number of shares becomes effective, in the aggregate hold 10 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 must be approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power thereof.

3. Except as otherwise provided in this subsection and unless the articles of incorporation require a greater proportion, if a proposed increase or decrease in the number of authorized shares of any class or series would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, then the increase or decrease must be approved, in addition to any vote otherwise required:

(a)If the corporation is a publicly traded corporation, by the vote of stockholders of each class or series whose preference or rights are adversely affected by the increase or decrease; or

(b)If the corporation is not a publicly traded corporation, by the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the increase or decrease,

Ê regardless of limitations or restrictions on the voting power thereof. The increase or decrease does not have to be approved by the vote of the holders of shares of any class or series whose preference or rights are adversely affected by the increase or decrease if the articles of incorporation specifically deny the holders of shares of such class or series the right to vote on such an increase or decrease.

4. 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 increase or decrease in the number of shares 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 of 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.