§ 92A.170 — Abandonment of planned merger, conversion or exchange before filing of articles

After a merger, conversion or exchange is approved, and at any time before the articles of merger, conversion or exchange are filed, the planned merger, conversion or exchange may be abandoned, subject to any contractual rights, without further action, in accordance with the procedure set forth in the plan of merger, conversion or exchange or, if none is set forth, in the case of:
1. A domestic corporation, whether or not for profit, by the board of directors;
2. A domestic limited partnership, unless otherwise provided in the partnership agreement or certificate of limited partnership, by all general partners;
3. A domestic limited-liability company, unless otherwise provided in the articles of organization or an operating agreement, by members who own a majority in interest in the current profits of the company then owned by all of the members or, if the company has more than one class of members, by members who own a majority in interest in the current profits of the company then owned by the members in each class;
4. A domestic business trust, unless otherwise provided in the certificate of trust or governing instrument, by all the trustees;
5. A domestic general partnership, unless otherwise provided in the partnership agreement, by all the partners; and
6. A nonprofit cooperative corporation, unless otherwise provided in the articles of incorporation, by the board of directors.

Legislative History

(Added to NRS by 1995, 2083 ; A 1999, 1627 ; 2001, 1409 , 3199 ; 2013, 774 )