Revises provisions relating to business entities. (BDR 7-669)

Existing law sets forth various provisions governing business entities, including private corporations and limited-liability companies. (Chapters 78 and 86 of NRS) This bill makes various changes to business entities. Section 1 of this bill clarifies that the inclusion of certain materials provided with a notice or other communication by a business entity are deemed to be part of the notice or communication. Section 1.5 of this bill authorizes the articles of incorporation of a corporation to require certain internal actions to be tried before a judge and not a jury. Section 2 of this bill makes a conforming change relating to the fiduciary duties of directors and officers of a private corporation for consistency within existing law. Sections 3 and 4 of this bill require that votes relating to the approval of a reverse stock split be approved by the vote of the relevant stockholders of such a class or series of stock. Sections 5 and 9 of this bill remove the phrase “share dividend” from provisions governing the issuance of shares of a private corporation. Section 5.5 of this bill sets forth provisions relating to the fiduciary duties of certain stockholders of a corporation, limits the individual liability of a stockholder of a corporation under certain circumstances and defines certain terms for such purposes. Section 6 of this bill authorizes a board of directors of a private corporation to take certain actions in final form or such preliminary form as the directors deem appropriate in their business judgment. Section 7 of this bill: (1) provides that voting agreements entered into by stockholders may include a private corporation; and (2) makes conforming changes authorizing the reference in such an agreement to facts or events outside of the agreement as provided in existing law. Section 8 of this bill: (1) provides that a proposed amendment to the articles of incorporation of a private corporation after the issuance of stock that designates one or more new series of an existing class does not adversely alter or change the preferences or rights of the existing series; and (2) authorizes a publicly traded corporation to amend its articles of incorporation to increase or decrease the shares it is authorized to issue through a stockholder vote. Section 11 of this bill clarifies the notice required if the approval of a dissolution of a corporation was obtained by written consent and replaces the phrase “certificate of dissolution” with “articles of dissolution” for purposes of provisions relating to the dissolution of a corporation. Sections 10-12, 15 and 18-21 of this bill make conforming changes to reference “articles of dissolution” for purposes of provisions relating to the dissolution of a corporation or a limited-liability company, as applicable. Section 13 of this bill makes a conforming change to replace “certificate of dissolution” with “record of dissolution.” Section 16 of this bill provides an effective date and time for filing the articles of dissolution of a limited-liability company. Sections 14 and 17 of this bill provide for either the residence or business address of members and managers of a limited-liability company to be listed for certain records. Section 22 of this bill establishes a new process by which a corporation may: (1) reorganize through the formation of a holding corporation; and (2) issue stockholders shares in the new holding corporation in exchange for their previous shares. Section 23 of this bill: (1) revises the steps required for a board of directors to approve a plan of merger, conversion or exchange; and (2) removes provisions of existing law which allowed for the board to cancel a proposed meeting to consider or remove a plan of merger, conversion or exchange. Section 24 of this bill makes a conforming change relating to voting for purposes of the new process of reorganization into a holding corporation. Section 25 of this bill makes a technical change relating to one domestic entity converting into one foreign entity. Section 26 of this bill provides that the right to dissent is the exclusive remedy for stockholders who have the ability to dissent from a particular corporate action.