NRS 78.403 Restatement of articles.

445 words·~2 min read·/nv/chapter-78-private-corporations/78-403·

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

1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with the Secretary of State a certificate in the manner provided in this section. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 78.380 , 78.385 and 78.390 , as applicable. An omission permitted by subsection 3 does not constitute an alteration or amendment to the articles for purposes of this section.

2. If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and state that the officer has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles of incorporation as amended to the date of the certificate.

3. The following may be omitted from restated articles:

(a)The names, addresses, signatures and acknowledgments of the incorporators;

(b)The names and addresses of the members of the past and present boards of directors;

(c)The information required pursuant to NRS 77.310 ; and

(d)The text of any certificate of designation filed pursuant to NRS 78.1955 , including any amendments thereto, but only if the existence of each such certificate of designation not withdrawn prior to such restatement is expressly noted within the text of the restated articles. The effectiveness of any such certificate of designation or any amendment thereto is not affected by its omission from restated articles pursuant to this subsection.

4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed subsequent to the restated articles and certified copies of any effective certificates of designation or amendments thereto omitted from the restated articles pursuant to subsection 3.

5. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

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