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

Nev. Rev. Stat. § 78.580

Procedure for dissolution after beginning of business

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NRS 78.580  Procedure for dissolution after beginning of business.

      1.  If the board of directors of any corporation organized under this chapter decides that the corporation should be dissolved, the board may adopt a resolution to that effect.

      2.  If the corporation has issued no stock, only the directors need to approve the dissolution.

      3.  If the corporation has issued stock, the directors must recommend the dissolution to the stockholders. The board of directors may condition its submission of the proposal for dissolution on any lawful basis. Unless the dissolution is to be approved by written consent pursuant to subsection 2 of NRS 78.320, the corporation shall notify each stockholder, whether or not entitled to vote on dissolution, of the proposed dissolution and the stockholders entitled to vote must approve the dissolution. If the dissolution is approved by written consent pursuant to subsection 2 of NRS 78.320, the corporation shall notify, in writing, not later than 10 days after the effective date of the dissolution, each stockholder whose written consent was not solicited to approve the dissolution.

      4.  If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in subsections 2 and 3, the corporation shall file with the Secretary of State articles of dissolution signed by an officer of the corporation setting forth the name of the corporation, that the dissolution has been approved by the directors, or by the directors and the stockholders, a list of the names and addresses, either residence or business, of the corporation’s president, secretary and treasurer, or the equivalent thereof, and all of its directors, and the effective date and time of the dissolution.

      5.  The dissolution takes effect at the time of the filing of the articles of dissolution with the Secretary of State or upon a later date and time as specified in the articles of dissolution, which date must be not more than 90 days after the date on which the articles of dissolution are filed. If the articles of dissolution specify a later effective date but do not specify an effective time, the dissolution is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

      [64:177:1925; NCL § 1663]—(NRS A 1963, 1391; 1979, 397; 1991, 1239; 1993, 973; 2001, 1376, 3199; 2003, 3105; 2003, 20th Special Session, 36; 2011, 2790; 2019, 99; 2025, 806)

     

Notes of Decisions
Cited in 5 cases, 1966–2016 · leading case: Canarelli v. Eighth Judicial District Court ex rel. County of Clark
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Pompei v. Clarkson (2016) nev “" NRS 78.580(5); NRS 78.590(1) (emphasis added); Quinn, <a href="/opinion/2622559/state-v-quinn/#713" aria-description="Citation for case: State v.”
Canarelli v. Eighth Judicial District Court ex rel. County of Clark (2011) nev “On January 29, 2004, the corporation filed a certificate of dissolution with the Secretary of State pursuant to NRS 78.580 and dissolved. After the dissolution, certain American West directors, including petitioner Lawrence Canarelli, remained as trustees pursuant to NRS 78.”
Comfort Home Builders v. Commissioner (1995) tax · cites it 4× “, filed certificates of dissolution 3 with the Nevada secretary of state resulting in their dissolution pursuant to <span normalizedcite="NRS § 78.”
Nevada Land & Mortgage Co. v. Lamb (1974) nev “Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its corporate existence, limited by its certificate or articles of incorporation, the directors shall be trustees thereof, with full power to settle the affairs,…”
Robert A. Pierce Co. v. Sherman Gardens Co. (1966) nev “Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its corporate existence, limited by its certificate or articles of incorporation, the directors shall be trustees thereof, with full power to settle the affairs,…”
— Nev. Rev. Stat. § 78.580(5) — 1 case
Pompei v. Clarkson (2016) nev “" NRS 78.580(5); NRS 78.590(1) (emphasis added); Quinn, <a href="/opinion/2622559/state-v-quinn/#713" aria-description="Citation for case: State v.”
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