§ 78A.180 — Voluntary termination of status

1. A corporation may voluntarily terminate its status as a close corporation, and cease to be subject to the provisions of this chapter, by amending the articles of incorporation to delete therefrom the additional provisions required or permitted by NRS 78A.020 to be stated in the articles of incorporation of a close corporation. An amendment must be adopted and become effective in accordance with NRS 78.390 , except that it must be approved by a vote of the holders of record of at least two-thirds of the voting shares of each class of stock of the corporation that are outstanding.
2. The articles of incorporation of a close corporation may provide that on any amendment to terminate the status as a close corporation, a vote greater than two-thirds or a vote of all shares of any class may be required. If the articles of incorporation contain such a provision, that provision may not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a close corporation.
3. An amendment filed pursuant to this section is effective at the time of the filing of the amendment with the Secretary of State or upon a later date and time as specified in the amendment, which date must not be more than 90 days after the date on which the amendment is filed. If the amendment specifies a later effective date but does not specify an effective time, the amendment becomes effective at 12:01 a.m. in the Pacific time zone on the specified later date.

Legislative History

(Added to NRS by 1989, 943 ; A 2005, 2186 ; 2011, 2794 ; 2015, 3238 )