Nev. Rev. Stat. » NRS: CHAPTER 78 - PRIVATE CORPORATIONS
Nevada Revised Statutes

Nev. Rev. Stat. § 78.200 (2026)

Rights or options to purchase stock

✓ current as of July 2026
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NRS 78.200  Rights or options to purchase stock.

      1.  A corporation may create and issue rights or options entitling the holders thereof to purchase from the corporation any shares of its stock of any class or classes to be evidenced by or in such instrument or instruments as are approved by the board of directors.

      2.  The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price or prices, including a formula by which such price or prices may be determined, at which any such shares may be purchased from the corporation upon the exercise of any such right or option may be fixed and stated in the articles of incorporation or in a resolution or resolutions adopted by the board of directors providing for the creation and issue of the rights or options, and, in every case, set forth or incorporated by reference in the instrument or instruments evidencing the rights or options. The judgment of the board of directors as to the consideration for such rights or options issued is conclusive in the absence of actual fraud in the transaction.

      3.  The board of directors may authorize one or more officers of the corporation to:

      (a) Designate the persons to be recipients of rights or options created by the corporation; and

      (b) Determine the number of rights or options to be received by the persons designated pursuant to paragraph (a).

      4.  The authorization pursuant to subsection 3 must specify the maximum number of rights or options the officer or officers may award. The board of directors may not authorize an officer to designate himself or herself as a recipient of the rights or options.

      [11(a):177:1925; added 1949, 158; 1943 NCL § 1610.01]—(NRS A 1991, 1223; 1993, 955; 2003, 3088)

     

Notes of Decisions
Cited in 3 cases, 2017–2020 · leading case: Rueckl v. InMode, Ltd. (D. Nev. 2020).
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Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017). · cites it 2× “See NRS 78.200(2); NRS 78.211(1). Thus, the shareholders must show actual fraud in any direct equity dilution claim they may have in order to overcome the statutory deference afforded to the directors.”
Rueckl v. InMode, Ltd. (D. Nev. 2020). · cites it 2× “26 § 78.200 (2018); see also N.R.S. 104.8113 (2015) (“A contract or modification of a contract for 27 the sale or purchase of a security is enforceable whether or not there is a writing signed or record 28 authenticated by a party against whom enforcement is sought.”
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017). “See NRS 78.200(2); NRS 78.211(1). Thus, the shareholders must show actual fraud in any direct equity dilution claim they may have in order to overcome the statutory deference afforded to the directors.”
— Nev. Rev. Stat. § 78.200(2) — 2 cases
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017). “See NRS 78.200(2); NRS 78.211(1). Thus, the shareholders must show actual fraud in any direct equity dilution claim they may have in order to overcome the statutory deference afforded to the directors.”
Parametric Sound Corp. Vs. Dist. Ct. (rakauskas), 2017 NV 59 (Nev. 2017). “See NRS 78.200(2); NRS 78.211(1). Thus, the shareholders must show actual fraud in any direct equity dilution claim they may have in order to overcome the statutory deference afforded to the directors.”
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