§ 78.215 — Issuance of shares for consideration or as share dividend

1. A corporation may issue and dispose of its authorized shares for such consideration as may be prescribed in the articles of incorporation or, if no consideration is so prescribed, then for such consideration as may be fixed by the board of directors.
2. If a consideration is prescribed for shares without par value, that consideration must not be used to determine the fees required for filing articles of incorporation pursuant to NRS 78.760 .
3. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s stockholders or to the stockholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
4. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(a) The articles of incorporation so authorize;
(b) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(c) There are no outstanding shares of the class or series to be issued.
5. If the board of directors does not fix the record date for determining stockholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

Legislative History

[13:177:1925; NCL § 1612]—(NRS A 1975, 478 ; 1991, 1225 ; 1993, 958 )