NRS
78.590 Trustees of dissolved corporation: Powers of directors.
1. 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
articles of incorporation, the directors become trustees thereof, with full
power to prosecute and defend suits, actions, proceedings and claims of any
kind or character by or against the corporation, to enable the corporation
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 the corporation was
established.
2. After paying or adequately providing
for the liabilities and obligations of the corporation, the trustees, with the
written consent of stockholders holding stock in the corporation entitling them
to exercise at least a majority of the voting power, may sell the remaining
assets or any part thereof to a corporation organized under the laws of this or
any other state, and take in payment therefor the stock or bonds, or both, of
that corporation and distribute them among the stockholders of the liquidated
corporation, in proportion to their interest therein. No such sale is valid as
against any stockholder who, within 30 days after the mailing of notice to the
stockholder of the sale, applies to the district court for an appraisal of the
value of his or her interest in the assets so sold, and unless within 30 days
after the appraisal is confirmed by the court the stockholders consenting to
the sale, or some of them, pay to the objecting stockholder or deposit for the
objecting stockholder’s account, in the manner directed by the court, the
amount of the appraisal. Upon the payment or deposit the interest of the
objecting stockholder vests in the person or persons making the payment or
deposit.
3. In winding up and liquidating the
business and affairs of the corporation, the trustees have the duties imposed
upon them, and the benefit of the presumptions established, by NRS 78.138.
[66:177:1925; NCL § 1665]—(NRS A 1993,
974; 2011,
2791)
Notes of Decisions
Soo Line R.R. Ex Rel. Minnesota v. B.J. Carney & Co., 797 F. Supp. 1472 (D. Minnesota 1992).
“See Nev.Rev.Stat. §§ 78.590(1), (2). On October 19, 1988, during the two-year dissolution period, Soo Line formally notified the corporation of the contamination of the site and demanded compensation for all clean-up costs.”
Robert A. Pierce Co. v. Sherman Gardens Co., 419 P.2d 781 (Nev. 1966).
· cites it 4× “Upon dissolution, Pierce Company should have requested the court to continue the directors as trustees or appoint a receiver to complete the litigation as provided for by NRS 78.590 and 78.600. 5 However, when the defendants requested the appointment of a receiver after…”
Assurance Co. of Am. v. Campbell Concrete of Nevada, Inc., 835 F. Supp. 2d 995 (D. Nev. 2011).
· cites it 6× “” Nev.Rev.Stat. § 78.590 (2010). 1 A corporation’s dissolution “does not impair any remedy or cause of action available to or against it or its directors, officers or shareholders arising before its dissolution and commenced within 2 years after the date of the dissolution.”
Nevada Land & Mortg. Co. v. Lamb, 524 P.2d 326 (Nev. 1974).
· cites it 3× “The persons constituted trustees as provided in NRS 78.590 shall have authority to sue for and recover the debts and property therein mentioned, by the name of the trustees of the corporation, describing it by its corporate name, and shall be suable by the same name for the…”
Pompei v. Clarkson (Nev. 2016).
· cites it 2× “Even assuming Hawes was a director at the time of the asset transfer, Hawes was not a "trustee" under NRS 78.590 at the time of the asset transfer, because a director only becomes "trustee" "upon the dissolution" of the corporation, which occurs "at the time of the filing of the…”
Schaefer v. Hundley (D. Nev. 2020).
· cites it 2× “Nev. Rev. Stat. § 78.590 . But those suits still require 21 the presence of licensed counsel to litigate on behalf of those trustees.”
— Nev. Rev. Stat. § 78.590(1) — 5 cases
Soo Line R.R. Ex Rel. Minnesota v. B.J. Carney & Co., 797 F. Supp. 1472 (D. Minnesota 1992).
“See Nev.Rev.Stat. §§ 78.590(1), (2). On October 19, 1988, during the two-year dissolution period, Soo Line formally notified the corporation of the contamination of the site and demanded compensation for all clean-up costs.”
Pompei v. Clarkson (Nev. 2016).
“Even assuming Hawes was a director at the time of the asset transfer, Hawes was not a "trustee" under NRS 78.590 at the time of the asset transfer, because a director only becomes "trustee" "upon the dissolution" of the corporation, which occurs "at the time of the filing of the…”
Nevada Land & Mortg. Co. v. Lamb, 524 P.2d 326 (Nev. 1974).
“The persons constituted trustees as provided in NRS 78.590 shall have authority to sue for and recover the debts and property therein mentioned, by the name of the trustees of the corporation, describing it by its corporate name, and shall be suable by the same name for the…”
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