Existing law authorizes a corporation to correct certain inaccurate or defective records filed with the Secretary of the State. (NRS 78.0295) Section 1 of this bill additionally authorizes a corporation to correct a record filed with the Secretary of State if the record is filed erroneously. Sections 16.5-24 of this bill authorize certain other business entities to correct records filed with the Secretary of State under the same circumstances as corporations. Existing law requires a private corporation to keep certain records and make such records available for inspection upon the demand of certain persons. (NRS 78.105, 78.257) Sections 2 and 3 of this bill clarify the content of the affidavit required to be submitted with a demand to inspect such records. Section 8 of this bill authorizes the board of directors of a corporation to require a confidentiality agreement with a stockholder or other person who submits a demand to inspect the books of account or financial statements of the corporation. Sections 4, 9, 10 and 14 of this bill clarify the actions available to a board of directors with respect to the adoption or signing of plans, arrangements or instruments and protecting the interests of the corporation and its stockholders. Section 5 of this bill authorizes a publicly traded corporation, with the approval of certain stockholders, to decrease the number of issued and outstanding shares of a class or series. Existing law authorizes the board of directors of a corporation to issue certain uncertificated shares to stockholders. Existing law also requires the corporation to send to each stockholder to whom it issues an uncertificated share: (1) a written statement containing certain information; and (2) an annual statement confirming the information contained in the statement previously issued. (NRS 78.235) Section 6 of this bill replaces the requirement that the corporation send such an annual statement with the requirement that the corporation send a confirming statement within 10 days after receiving a written request from a stockholder of such shares. Section 7 of this bill revises provisions governing permissible restrictions on the transfer of shares of a corporation by clarifying the manner in which a transferee may be presumed to have knowledge of the restriction. Section 11 of this bill adds an exception providing that an “acquisition” of a controlling interest in an issuing corporation does not include any acquisition of shares listed on a national securities exchange pursuant to a tender offer. Existing law provides for an effective date of certain documents filed with the Secretary of State. (NRS 78.390) Section 12 of this bill provides for a time at which such documents become effective. Section 12 also authorizes the board of directors to change the name of a corporation without the approval of the stockholders, unless the articles of incorporation require such approval. Section 13 of this bill clarifies that certain certificates of designation may be omitted from restated articles of incorporation. Sections 15 and 29 of this bill make technical corrections to certain provisions by adding appropriate references to certain statutes to clarify that certain provisions of existing law are applicable to certain business entities. Sections 25-28, 30 and 31 of this bill repeal, reenact and reorganize the definitions of “advance notice statement” and “statement of intent” for the purposes of certain provisions relating to dissenters' rights.

Statutes affected:
As Introduced: 78.0295, 78.105, 78.107, 78.195, 78.2055, 78.235, 78.242, 78.257, 78.350, 78.378, 78.3783, 78.390, 78.403, 78.433, 78.439, 78.565, 81.006, 82.534, 84.009, 86.568, 87.547, 87A.275, 88.339, 88A.930, 92A.005, 92A.120, 92A.300
Reprint 1: 78.0295, 78.105, 78.107, 78.195, 78.2055, 78.235, 78.242, 78.257, 78.350, 78.378, 78.3783, 78.390, 78.403, 78.433, 78.439, 80.007, 81.006, 82.534, 84.009, 86.568, 87.547, 87A.275, 88.339, 88A.930, 92A.005, 92A.120, 92A.300
As Enrolled: 78.0295, 78.105, 78.107, 78.195, 78.2055, 78.235, 78.242, 78.257, 78.350, 78.378, 78.3783, 78.390, 78.403, 78.433, 78.439, 80.007, 81.006, 82.534, 84.009, 86.568, 87.547, 87A.275, 88.339, 88A.930, 92A.005, 92A.120, 92A.300
BDR: 78.0295, 78.105, 78.107, 78.195, 78.2055, 78.235, 78.242, 78.257, 78.350, 78.378, 78.3783, 78.390, 78.403, 78.433, 78.439, 78.565, 81.006, 82.534, 84.009, 86.568, 87.547, 87A.275, 88.339, 88A.930, 92A.005, 92A.120, 92A.300