NRS
78.585 Continuation of corporation after dissolution for winding up and
liquidating its business and affairs; limitation on actions by or against
dissolved corporation.
1. The dissolution of a corporation does
not impair any remedy or cause of action available to or against it or its
directors, officers or stockholders commenced within 2 years after the date of
the dissolution with respect to any remedy or cause of action in which the
plaintiff learns, or in the exercise of reasonable diligence should have
learned of, the underlying facts on or before the date of dissolution, or
within 3 years after the date of dissolution with respect to any other remedy
or cause of action. Any such remedy or cause of action not commenced within the
applicable period is barred. The corporation continues as a body corporate for
the purpose of prosecuting and defending suits, actions, proceedings and claims
of any kind or character by or against it and of enabling it gradually to
settle and close its business, to collect its assets, to collect and discharge
its obligations, to dispose of and convey its property, to distribute its money
and other property among the stockholders, after paying or adequately providing
for the payment of its liabilities and obligations, and to do every other act
to wind up and liquidate its business and affairs, but not for the purpose of
continuing the business for which it was established.
2. Nothing in this section shall be so
construed as to lengthen any shorter statute of limitations otherwise
applicable provided that no provision of this chapter or other specific statute
has the effect of applying any statute of limitations that is longer than
provided for in this section with respect to any such remedy or cause of
action. Nothing in this section shall be construed to create any remedy or
cause of action available to or against the corporation or its directors,
officers or stockholders.
[65:177:1925]—(NRS A 1949,
170; 1955,
165; 1985,
1793; 2011,
2791; 2013,
1273)
Notes of Decisions
Beazer Homes Nevada, Inc. v. Eighth Jud. Dist. Court of the State of Nevada, 97 P.3d 1132 (Nev. 2004).
· cites it 22× “Beazer contends that it dissolved as a corporate entity more than two years before the underlying construction defect complaints were filed and that the complaints are therefore barred under NRS 78.585. The Homeowners contend that the statute only bars actions that arise before…”
Aa Primo Builders, LLC v. Washington, 245 P.3d 1190 (Nev. 2010).
“175 and NRS 78.585). We leave for another day the significance, if any, of the language differences between the corporations code and the limited liability company statutes concerning the proceedings that may be had following charter revocation.”
Clipper Air Cargo, Inc. v. Aviation Prods. Int'l, Inc., 981 F. Supp. 956 (D.S.C. 1997).
· cites it 2× “Under Nevada law, those transactions include disposing of and conveying its property, collecting and discharging its obligations, distributing its assets, and “prosecuting and defending suits, actions, proceedings, and claims of any kind or character by or against it____” Nev.”
Deal v. 999 Lakeshore Ass'n, 579 P.2d 775 (Nev. 1978).
“4 Deal has also raised the identical issues with regard to amendment of the pleadings, relation back, and the statute of limitations with regard to statutory trustee liability under NRS 78.585(1), NRS 78.590(1), and NRS 78.”
Fed. Trade Comm'n v. Omics Grp. Inc., 374 F. Supp. 3d 994 (D. Nev. 2019).
“§ 78.585 ; Del. Code tit. 6 § 18-804. The FTC moves for judicial notice of archived web pages pursuant to Federal Rule of Evidence 201.”
Myers v. Haskins, 513 P.3d 527 (Nev. 2022).
“because NRS 78.585 "was- patterned after Section, 105 of the .”
Lewis v. LeBaron, 254 Cal. App. 2d 270 (Cal. Ct. App. 1967).
“The effect of our holding already asserted is to nullify the judicial sale. Title to the real property is in the corporation.”
— Nev. Rev. Stat. § 78.585(1) — 2 cases
Deal v. 999 Lakeshore Ass'n, 579 P.2d 775 (Nev. 1978).
“4 Deal has also raised the identical issues with regard to amendment of the pleadings, relation back, and the statute of limitations with regard to statutory trustee liability under NRS 78.585(1), NRS 78.590(1), and NRS 78.”
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