AB 239 — Revises provisions relating to business entities. (BDR 7-669)

(1) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee;

A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventionalcon(a) commercialThe practiceelectronic onlytransmission if:is otherwise retrievable in perceivable form;

(a)and (b) The electronicsender transmissionand isthe otherwiserecipient retrievablehave consented in perceivablewriting form;to the use of such form of electronic transmission.

and - *AB239_R1* – 5 – (b) The sender and the recipient have consented in writing to the use of such form of electronic transmission.

If the organic rules of an entity prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this title, those requirements govern.- 83rd Session (2025) – 5 – prohibit delivery of notices of meetings of directors, managers, members, partners or other owners of the entity by electronic transmission.

The organic rules of an entity may authorize, require or prohibit delivery of notices of meetings of directors, managers, members, partners or other owners of the entity by electronic transmission.

The articles of incorporation or bylaws of a corporation may require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United States, that any, all or certain:

4.to the extent not inconsistent with any applicable laws of theuire, United States, that any, all or certain internal actions to be tried in any court of this State must be tried before the presiding judge as the trier of fact and not before a jury.

TheUpon articlesand ofduring incorporationits ofeffectiveness, aany corporationsuch mayrequirement require,must toconclusively theoperate extentas nota inconsistentwaiver with any applicable laws of the Unitedright States,to thattrial any,by alljury orby certaineach internalparty actions to be tried in any courtinternal ofaction thisto Statewhich mustsuch berequirement triedapplies. before the presiding judge as the trier of fact and not before a jury.

UponNothing andin duringthis itssection -or *AB239_R1*any –such 6requirement –shall effectiveness,be anyconstrued suchas requirementto mustlimit conclusivelyor operate- as83rd aSession waiver(2025) of– the6 – otherwise affect any right to triala by jury bytrial eachin partyany toaction, anysuit internalor actionproceeding tothat whichis suchnot requirementan applies.internal action.

Nothing in this section or any such requirement shall be construed as to limit or otherwise affect any right to a jury trial in any action, suit or proceeding that is not an internal action.

(a) “Concurrent jurisdiction action” means any action, suit or proceedingthat:eding against the corporation or any of its directors or officers, that:(1) Asserts a cause of action under the laws of the United States;

(1) Asserts a cause of action under the laws of the United States;

(2) For or based upon any breach of any fiduciary duty owed by any director, officer [, employee] or [agent] controllingcontrollingy owed stockholder of the corporation in such capacity;

In exercising their respective powers, directors and officers may, and are entitled to, rely on information, opinions, reports, - *AB239_R1* – 7 – books of account or statements, including financial statements and other financial data, that are prepared or presented by:

(a)- One83rd orSession more(2025) directors,– officers7 or– employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented;

Except as otherwise provided in subsection 1 of NRS 78.139, directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation.

(4) The long-term or short-term interests of the corporation, including the possibility that these interests may be best served by the con(5) The long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation;corporation.

or (5) The long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.

Directors and officers are not required to consider, as a dominant factor, the effect of a proposed corporate action upon any - *AB239_R1*83rd Session (2025) – 8 – particularcorporation.roup group or constituency having an interest in the corporation.6.

6.

and (2)knowing Suchviolation breachof involvedlaw.volved intentional misconduct, fraud or a knowing8. violation of law.

8.

and (b) If(1) A publicly traded corporation, the corporationproposal is:is approved by the stockholders of the affected class or series, regardless of limitations or restrictions on the voting power of the affected class or series;

(1)or A(2) Not a publicly traded corporation, the proposal is approved by the vote of stockholders holding a majority of the voting power of the affected class or series, - 83rd Session (2025) – 9 – incorporation, regardless of limitations or restrictions on the voting power of the affected class or series;series.

or2. (2) Not a publicly traded corporation, the proposal is approved by the vote of stockholders holding a majority of the voting power of the affected class or series,  or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power of the affected class or series.

- *AB239_R1* – 9 – 2.

or (b) If the corporation is not a publicly traded corporation, by the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the decrease,  [or such greater proportion as may be provided in the articles of incorporation,] regardless of limitations or restrictions on the voting power of the adversely affected class or series.

(a) Before the decrease in the number of shares becomes effective, in the aggregate hold 1 percent or more of the outstanding shares of the affected class or series;

andandor more of the outstanding (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares,  any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive, and obtain- payment83rd ofSession the(2025) fair– value10 of– the fractionstockholder would otherwise be entitled.tion of a share to which theSec. stockholder would otherwise be entitled.

Sec.

Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a class or series, if any, of its authorized stock by - *AB239_R1* – 10 – increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsections 2 and 3, do so by a resolution adopted by the board of directors, without obtaining the approval of the stockholders.

2.shares of any class or series, if any, that includes provisionsized pursuant to which only money will be paid or scrip will be issued to stockholders who:

A proposal to increase or decrease the number of authorized shares of any class or series, if any, that includes provisions pursuant to which only money will be paid or scrip will be issued to stockholders who:

Except as otherwise provided in this subsection [,] and unless the articles of incorporation require a greater proportion, if a proposed increase or decrease in the number of authorized shares of any class or series would adversely alter or change any preference or any relative or other right given to any other class or series ofofe outstanding shares, then the increase or decrease must be approved , [by the vote,] in addition to any vote otherwise required [, of] :

and (b) If the corporation is not a publicly traded corporation, by the holders of shares representing a majority of the voting power of - 83rd Session (2025) – 11 – each class or series whose preference or rights are adversely affected by the increase or decrease,  regardless of limitations or restrictions on the voting power thereof.

The increase or decrease does not have to be approved by the vote of the holders of shares [representing a majority of the voting power in each] of any class or series whose preference orore rights are adversely affected by the increase or decrease if the articles of incorporation specifically deny the holders of shares of - *AB239_R1* – 11 – such class or series the right to vote on such an increase or decrease.

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.

- 83rd Session (2025) – 12 – (b) A majority of the votes entitled to be cast by the class or series to be issued approve the issue;

5.determining stockholders entitled to [a share dividend,] sharesfor issued pursuant to subsection 3, it is the date the board of directors authorizes the [share dividend.] issuance.

If the board of directors does not fix the record date for determining stockholders entitled to [a share dividend,] shares issued pursuant to subsection 3, it is the date the board of directors authorizes the [share dividend.] issuance.

The shares of stock in every corporation shall be personal property and shall be transferable on the books of the - *AB239_R1* – 12 – corporation, in such manner and under such regulations as may be provided in the articles of incorporation or bylaws, and as provided in this title and chapters 104 to 104C, inclusive, of NRS.

The only fiduciary duty of a controlling stockholder of a corporation, in such person’s capacity as a stockholder, is to refrain from exerting undue influence over any director or officer of the corporation with the purpose and proximate effect of inducing a breach of fiduciary duty by such director or officer:

- The83rd exerciseSession or(2025) withholding– of13 voting– power by a controlling stockholder, or the indication or implication by a controlling stockholder as to whether or to what extent such voting power may be exercised or withheld, does not, by itself, constitute or indicate a breach of the fiduciary duty imposed by this subsection.

or - *AB239_R1* – 13 – (b) The board of directors in reliance on the recommendation of a committee of the board of directors consisting of only disinterested directors.

A stockholder of a corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in such person’s capacity as a sto(a) The stockholder unless:is a controlling stockholder;

(a) The stockholder is a controlling stockholder;

(d) “Controlling stockholder” means a stockholder of a corporation having the voting power, by virtue of such stockholder’s relative beneficial ownership of shares or otherwise pursuantmajority toof the articlescorporation’s ofdirectors.n, incorporation, to elect at least a majority(e) “Disinterested director,” when used with respect to a contract or transaction, includes, without limitation, a director of thea corporation’scorporation directors.who:

(e) “Disinterested director,” when used with respect to a contract or transaction, includes, without limitation, a director of a corporation who:

and (2)- Would83rd satisfySession the(2025) independence– standards,14 without– regard to any financial literacy of financial expert qualifications, required to serve on an audit committee of a board of directors of a non-investment company issuer pursuant to section 10A(m) of the Securities Exchange Act, 15 U.S.C.

Unless the articles of incorporation or the bylaws provide for a greater or lesser proportion, a majority of the board of directors of the corporation then in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business, and the act of directors holding a majority of the voting - *AB239_R1* – 14 – power of the directors, present at a meeting at which a quorum is present, is the act of the board of directors.

Unless otherwise restricted by the articles of incorporation or bylaws, any action required or permitted to be taken at a meeting of the board of directors or of a committee thereof may be takentakenting without a meeting if, before or after the action, a written consent thereto is signed by all the members of the board or of the committee, except that such written consent is not required to be signed by:

(3) The board of directors or committee must approve, authorize or ratify the action in good faith by unanimous consent withoutdirector.ounting counting the abstention of the common or interested director.(b) A director who is a party to an action, suit or proceeding who abstains in writing from providing consent to the action of the board of directors or committee.

(b) A director who is a party to an action, suit or proceeding who abstains in writing from providing consent to the action of the board of directors or committee.

- 83rd Session (2025) – 15 – (2) Approve, authorize or ratify the action of the board of directors or committee in good faith by unanimous consent without counting the abstention of the director who is a party to an action, suit or proceeding.

3.or bylaws, members of the board of directors or the governing bodyon of any corporation, or of any committee designated by such board or body, may participate in a meeting of the board, body or committee through electronic communications, videoconferencing, teleconferencing or other available technology if the corporation has implemented reasonable measures to:

Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or the governing body of any corporation, or of any committee designated by such board or body, may participate in a meeting of the board, body or committee through electronic communications, videoconferencing, teleconferencing or other available technology if the corporation has implemented reasonable measures to:

and (b) Provide the directors or members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the - *AB239_R1* – 15 – directors or members, as the case may be, including an opportunity to communicate and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings.

Whenever this title expressly requires the board of directors to approve or take other action with respect to any agreement, instrument, certificate or other document, including, without limitation, any agreement, instrument, certificate or other document required to be filed with the Secretary of State, the directors may approve, adopt or otherwise act upon such agreement, instrument, certificate or other document in final form or such preliminary form as the directors deem appropriate in form their business judgment.

A duplicate of every such agreement must be filed in the registered- office83rd ofSession the(2025) corporation– and16 at– all times during its terms be open to inspection by any stockholder or his or her attorney.

terms 2.

An agreement entered into pursuant to the provisions of subsection 1 is not invalidated by the fact that, by its terms, its duration is more than 15 years, but its duration shall be deemed amendedame3.ed An agreement between two or more stockholders, or between the corporation and one or more stockholders, if in writing and signed by each [stockholder] party to conformbe withbound thereby, may provide that in exercising any voting rights, the provisionsstock ofheld thisby section.each such stockholder must be voted:

- *AB239_R1* – 16 – 3.

An agreement between two or more stockholders, or between the corporation and one or more stockholders, if in writing and signed by each [stockholder] party to be bound thereby, may provide that in exercising any voting rights, the stock held by each such stockholder must be voted:

As used in this paragraph, “fact or event” includes, without limitation, the existence of a fact or an occurrence of an event, including, without limitation, a determination or action by a person, the corporation itself or any government, governmental agency or political subdivision of a government.

or (b)- If83rd theSession agreement(2025) expressly– provides17 that– it is enforceable against the transferee of a stockholder party to the agreement and:

Sec.78.390.

8.1.

Except as otherwise provided in subsection 8 or in NRS 78.39077.340 isor hereby78.209 amendedor chapter 92A of NRS, every amendment to readthe asarticles follows:of incorporation must be made and approved in the following manner:

78.390 1.

Except as otherwise provided in subsection 8 or in NRS 77.340 or 78.209 or chapter 92A of NRS, every amendment to - *AB239_R1* – 17 – the articles of incorporation must be made and approved in the following manner:

or (2) Not a publicly traded corporation, or is a publicly traded corporation but the amendment proposed does not relate solely to an increase or decrease in the number of shares the corporation is authorized to issue, the stockholders holding shares in the corporation representing at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, [have approved] must approve the proposed amendment.

- Upon83rd theSession approval(2025) of– the18 proposed– amendment [,] by the stockholders as provided in this subsection, an officer of the corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted.

Except as otherwise provided in this subsection, if any proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then, in addition to any approval otherwise required, the amendment must be approved by the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations orories restrictions on the voting power thereof.

The amendment does not have to be approved by the holders of shares [representing a majority of the voting power] of [each] any class or series whose preference or rights are adversely affected by the amendment if the - *AB239_R1* – 18 – articles of incorporation specifically deny the holders of such class or series the right to vote on such an amendment.

Except as otherwise provided in the articles of incorporation, a proposed amendment that designates one or more new series of an existing class as having any preference or any relative or other right that has higher or equal seniority to the corresponding preference or relative or other right of an existing series of the same class does not, solely by virtue of the higher or equal seniority of the preference or right of the proposed new series, constitute an amendment that would adversely alter or change the preference or rightsrig3.s oProvision may be made in the articles of incorporation requiring, in the existingcase series.of any specified amendments, approval by a larger proportion of the voting power of stockholders than that required by this section.

3.

Provision may be made in the articles of incorporation requiring, in the case of any specified amendments, approval by a larger proportion of the voting power of stockholders than that required by this section.

- 83rd Session (2025) – 19 – 5.

The board of directors may, by resolution, abandon a proposed amendment pursuant to subsection 8 without any action by the stockholders.

- *AB239_R1* – 19 – (d) States that the effectiveness of the certificate has been terminated;

(e)(f) Is signedaccompanied by ana officerfiling fee of the$175.ion; corporation;

and (f)8. Is accompanied by a filing fee of $175.

8.

or (b)- Any83rd otherSession entity,(2025) whether– or20 not– itself an interested stockholder of the resident domestic corporation, which is, or after and as a result of the merger or consolidation would be, an affiliate or associate of the interested stockholder.

or (c) Representing more than 10 percent of the earning power or net income, determined on a consolidated basis, of the resident domesticdom3. corporation.

3.The issuance or transfer by the resident domestic corporation or any subsidiary of the resident domestic corporation, in one transaction or a series of transactions, of any shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that have an aggregate market value equal to 5 percent or more of the aggregate market value of all the outstanding voting shares of the resident domestic corporation to the interested stockholder or any affiliate or associate of the interested stockholder except under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution paid or made, pro rata to all stockholders of the resident domestic corporation.

The issuance or transfer by the resident domestic corporation or any subsidiary of the resident domestic corporation, in one transaction or a series of transactions, of any shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that have an aggregate market value equal to 5 percent or more of the aggregate market value of all the outstanding voting shares of the resident domestic corporation to the interested stockholder or any affiliate or associate of the interested stockholder except under the exercise of warrants or rights to purchase shares - *AB239_R1* – 20 – offered, or a dividend or distribution paid or made, pro rata to all stockholders of the resident domestic corporation.

The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation under any agreement, arrangement or understanding, whether or not in writing, with the interested stockholder or any affiliate or associate of the interestedint5.estExcept stockholder.for any transaction or series of transactions that would not constitute a combination pursuant to subsection 3, any:

5.

Except for any transaction or series of transactions that would not constitute a combination pursuant to subsection 3, any:

(c)- Merger83rd orSession consolidation(2025) of– the21 resident– domestic corporation with any subsidiary of the resident domestic corporation;

orororation (d) Other transaction, whether or not with or into or otherwise involving the interested stockholder,  under any agreement, arrangement or understanding, whether or not in writing, with the interested stockholder or any affiliate or associate of the interested stockholder, which has the immediate and proximate effect of increasing the proportionate share of the outstanding shares of any class or series of voting shares or securities convertible into voting shares of the resident domestic corporation or any subsidiary of the resident domestic corporation which is beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder, except as a result of immaterial changes because of adjustments of fractional shares.

Any receipt by the interested stockholder or any affiliate or associate of the interested stockholder of the benefit, directly or indirectly, except proportionately as a stockholder of the resident domestic corporation, of any loan, advance, guarantee, pledge or other financial assistance or any tax credit or other tax advantage provided by or through the resident domestic corporation.

or - *AB239_R1* – 21 – (b) During a portion of the period for which its charter was revoked and the corporation paid the fees and penalties for the portion of that period in which the corporation transacted business in this State or as a corporation organized pursuant to the laws of thisthi2. State.

2.

3.- 83rd Session (2025) – 22 – recommend the dissolution to the stockholders.

IfThe theboard corporationofmust hasdirectors issuedmay stock,condition theits directorssubmission mustof recommend the proposal for dissolution toon theany stockholders.lawful basis.

The board of directors may condition its submission of the proposal for dissolution on any lawful basis.

If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in subsections 2 and 3, the corporation shall file with the Secretary of State [a certificate] articles of dissolution signed by an officer of the corporation setting forth the name of the corporation, that thethee dissolution has been approved by the directors, or by the directors and the stockholders, [and] a list of the names and addresses, either residence or business, of the corporation’s president, secretary and treasurer, or the equivalent thereof, and all of its directors [.] , and the effective date and time of the dissolution.

If [a certificate] the articles of dissolution [specifies] specify a later effective date but [does] do not specify an effective time, the - *AB239_R1* – 22 – [certificate] dissolution is effective at 12:01 a.m.

Sec.

12.

NRS 78.780 is hereby amended to read as follows:

The Secretary of State shall authorize a nonprofit corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a [certificate] record of dissolution required by NRS 82.531, if the nonprofit corporation provides evidence satisfactory to the Secretary of- State83rd thatSession the(2025) nonprofit– corporation23 did– not transact business in this State or as a nonprofit corporation organized pursuant to thethein laws of this State:

(a) A current list of the full name and last known [business] address , either residence or business, of each member andandiness] manager, separately identifying the members in alphabetical order and the managers, if any, in alphabetical order;

- *AB239_R1* – 23 – (b) True and, in light of the member’s stated purpose, complete recordsfinancial regardingcondition of the activitiescompany;d and the status of the business and financial(c) conditionPromptly after becoming available, a copy of the company;company’s federal, state and local income tax returns for each year;

(c) Promptly after becoming available, a copy of the company’s federal, state and local income tax returns for each year;

and - 83rd Session (2025) – 24 – (e) Other records regarding the affairs of the company as is just and reasonable under the circumstances and in light of the member’s stated purpose for demanding such records.

 The right to obtain records under this subsection includes, if reasonable, the right to make copies or abstracts by photographic, xerographic, electronic or other means.

abstracts by photographic, 3.

Any demand by a member or manager under subsection 2 or 3 is subject to such reasonable standards regarding at what time and location and at whose expense records are to be furnished as may be set forth in the articles of organization or in an operating agreement adopted or amended as provided in subsection 8, or, if no such standards are set forth in the articles of organization or operating agreement, the records must be provided or made available for examination, as the case may be, during ordinary business hours, at the expense of the demanding member or manager.

Upon such a demand, the limited- liability company shall send copies of the requested records described in subsection 2 either in paper or electronic form to the manager or member within 10 business days after the demand is served upon the registered agent.

When a demanding member seeks to obtain or a manager seeks to - *AB239_R1* – 24 – examine the records described in subsection 2, the demanding member or manager must first establish that:

- 83rd Session (2025) – 25 – 7.

In every instance where an attorney or other agent of a member or manager seeks to exercise any right arising under this section on behalf of such member or manager, the demand must be accompanied by a power of attorney signed by the member or manager authorizing the attorney or other agent to exercise such rights on behalf of the member or manager.manager.agent to exercise such 8.

8.

and (c)been Noissued.mber’s member’s interest in the limited-liability company has beenSec. issued.

Sec.

- *AB239_R1* – 25 – (b) That the [company has been dissolved;] dissolution has been approved or is otherwise required pursuant to NRS 86.491, or has been decreed by the district court pursuant to NRS 86.495;

and (c) The effective date and time of the dissolution, which [may not] must be [later than] at the [effective date and] time of the filing of the articles of dissolution [.] with the Secretary of State or upon a- later83rd dateSession and(2025) time– as26 specified– in the articles of dissolution, which date must not be more than 90 days after the date on whichwhichn, the articles of dissolution are filed.

A person shall not register a foreign limited-liability company with the Secretary of State for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

(c) A declaration of the existence of the foreign limited-liability companystanding andin that the foreignjurisdiction limited-liabilityin companywhich it was formed;ny is in good standing(d) inThe theinformation jurisdictionrequired inpursuant whichto itNRS was77.310; formed;

(d)(e) TheA informationstatement requiredthat pursuantthe toSecretary NRSof 77.310;State is appointed the agent of the foreign limited-liability company for service of process if the authority of the registered agent has been revoked, or if the registered agent has resigned or cannot be found or served with the exercise of reasonable diligence;

(e)(f) AThe statementaddress thatof the Secretaryoffice ofrequired Stateto isbe appointedmaintained in the agentstate of theits foreignorganization limited-liabilityby companythe forlaws service of processthat state or, if thenot so - *AB239_R1*83rd Session (2025) – 2627 – authoritycompany;, of the registeredprincipal agentoffice hasof beenthe revoked,foreign orlimited-liability if(g) theThe registeredname agentand has[business] resignedaddress , either residence or cannotbusiness, beof foundeach ormanager servedor, withif themanagement exerciseis ofnot reasonablevested diligence;in a manager, each member;

(f) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited-liability company;

(g) The name and [business] address , either residence or business, of each manager or, if management is not vested in a manager, each member;

87.4343 A partner is dissociated from a partnership upon the occurrenceocc1. of any of the following events:

1.

(c) Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed [a certificate] articles of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the [certificate] articles of dissolution or no reinstatement of its charter or its right to conduct business;

or - *AB239_R1* – 27 – (d) A partnership that is a partner has been dissolved and its business is being wound up;

- 83rd Session (2025) – 28 – (a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(b) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the par(c) The partner engaged in conduct relating to the partnership orbusiness which makes it not reasonably practicable to carry on the otherbusiness partnersin underpartnership NRSwith 87.4336;the partner;

or (c) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

8.by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

- *AB239_R1* – 28 – 2.

(a)- The83rd limitedSession partnership’s(2025) having– notice29 of– the person’s express will to withdraw as a limited partner or on a later date specified by the person;

(3) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed [a certificate] articles of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the [certificate] articles of dissolution or no reinstatement of its charter or its right to conduct business;

or (3) The person engaged in conduct relating to the limited partnership’scarry on the activities whichwith makesthe itperson notas reasonablylimited practicablepartner;ticable to carry(f) onIn the activitiescase withof thea person aswho limitedis partner;a natural person, the person’s death;

(f) In the case of a person who is a natural person, the person’s death;

(h) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an - *AB239_R1*83rd –Session 29(2025) – estate,30 distribution– of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of aahe successor personal representative;

2.the person’s withdrawal as a general partner;

An event agreed to in the partnership agreement as causing the3. person’s withdrawal as a general partner;

3.

(c) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed [a certificate] articles of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the [certificate] articles of dissolution or no reinstatement of its charter or its right to conduct business;

- *AB239_R1*83rd –Session 30(2025) – (b)31 The– person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to thetherial partnership or the other partners under NRS 87A.385;

or (d) Failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the general partner or of all or substantially all of the person’s property obtained without the person’s consent or acquiescence, or failingappointment withinvacated;ys 90 days after the expiration of a stay to have the appointment7. vacated;

7.

In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limitedsuccessor partnership,personal butrepresentative;y not merely by reason of the substitution of a successor10. personal representative;

10.

- *AB239_R1*83rd Session (2025) – 3132 – Sec.

88.450 Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:eve1.

1.

Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without the general partner’s consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner’s properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;

- *AB239_R1*83rd Session (2025) – 3233 – 8.the dissolution and commencement of winding up of the separatertnership, partnership;

In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(a) The constituent corporation and the merger subsidiary are the(b) Each share or fraction of a share of the onlycapital stock of the constituent entitiescorporation outstanding immediately before the effective time of the restructuring merger is converted in the restructuring merger;merger into a share or equal fraction of a share of a class or series of capital stock of the holding corporation that, in comparison to the class or series of capital stock of the constituent corporation being converted:

(b) Each share or fraction of a share of the capital stock of the constituent corporation outstanding immediately before the effective time of the restructuring merger is converted in the restructuring merger into a share or equal fraction of a share of a class or series of capital stock of the holding corporation that, in comparison to the class or series of capital stock of the constituent corporation being converted:

and (3) Is likewise eligible or approved for trading on each exchange and in each market, if any, as the class or series of the converted share or fraction of a share was so eligible or approved immediately before the effective time of the restructuring merger;

(2)- Any83rd provisionSession that(2025) could– be34 omitted– from restated articles of incorporation in accordance with NRS 78.403;

- *AB239_R1* – 33 – (d) As a result of the restructuring merger, the surviving company becomes a direct or indirect wholly owned subsidiary of the holding corporation;

(1) At least a majority of the voting power of the governing body of the surviving company will be comprised of individuals then serving as a director of the holding corporation, unless the surviving company is a limited-liability company managed by itsitshe members and the holding corporation then holds at least a majority of the voting power of the owner’s interests of the surviving company;

or (II) The surviving company will be managed by one or more managers and the organizational documents of the surviving company expressly provide that each such manager shall be subject to non-waivable fiduciary duties identical to those of a director of a domestic corporation and the benefit of the entitlements,directors presumptionsunder andchapter protections78 of NRS;tections afforded to such directors(3) underThe approval of at least a majority of the voting power of the stockholders of the holding corporation or owners of any successor entity thereto will be required, in addition to any vote or other approval required by this chapter 78or the organizational documents of NRS;the holding corporation or the surviving company, for:

(3)(I) TheAny approvalother ofmerger atin leastwhich athe majoritysurviving ofcompany theis votinga powerconstituent ofentity, theother stockholdersthan a merger of the holdingsurviving corporationcompany or- owners83rd ofSession any(2025) successor– entity35 thereto– willcorporation beimmediately required,before inthe additioneffective totime anyof votesuch or other approvalmerger, requiredthat byrequires this chapter or the organizationalapproval documents of the holdingowners corporationof or the surviving company,company; for:

(I)(II) Any othersale mergerof inthe whichassets of the surviving company isthat awould constituentrequire entity,the otherapproval thanof the stockholders pursuant to NRS 78.565 if the surviving company were a mergerdomestic corporation, regardless of whether the surviving companycorporation withis anotherthen entitya domestic corporation, provided that isno whollyapproval ownedpursuant byto thethis holdingsub- corporationsubparagraph immediatelywill beforebe required in connection with the effectivemortgage timeor pledge of such otherassets merger,made thatin requiresgood thefaith approvaland ofnot thein ownerscircumvention of theany survivingother company;approval required pursuant to this subparagraph;

-(III) *AB239_R1*Any –sale, 34exchange, –transfer (II)or Anyother saledisposition of the assetsowner’s interests of the surviving company thatholding wouldgreater requirethan thea approvalmajority of the stockholdersvoting pursuantpower toof NRSsuch 78.565owner’s ifinterests thewith survivingrespect companyto werethe aelection domesticof corporation,the regardlessgoverning body of whether the surviving corporationcompany, is then a domestic corporation, provided that no approval pursuant to this sub- subparagraph will be required in connection with the mortgage or pledge of such assetsowner’s interests made in good faith and not ininor circumvention of any other approval required pursuant to this subparagraph;

(III) Any sale, exchange, transfer or other disposition of the owner’s interests of the surviving company holding greater than a majority of the voting power of such owner’s interests with respect to the election of the governing body of the surviving company, provided that no approval pursuant to this sub- subparagraph will be required in connection with the mortgage or pledge of such owner’s interests made in good faith and not in circumvention of any other approval required pursuant to this subparagraph;

The articles of incorporation of a domestic corporation mayto forbidthis thesection.orporation corporation from entering into a merger pursuant to3. this section.

3.

If and to the extent the provisions of NRS 78.378 to 78.3793, inclusive, or 78.411 to 78.444, inclusive, applied- to83rd theSession constituent(2025) corporation,– any36 class– or series of its capital stock or any of its stockholders immediately before thetheits effective time of the restructuring merger, such provisions apply correspondingly to the holding corporation, its capital stock and its stockholders immediately after the effective time of the - *AB239_R1* – 35 – restructuring merger.

or (b) Lengthen or shorten the duration of any time period under the provisions of NRS 78.378 to 78.3793, inclusive, or 78.411 to 78.444, inclusive, applicable to the constituent corporation, any class or series of its capital stock or any of its stockholders immediately before the effective time of the restructuring merger, and the duration of each such time period as applicable to the holding corporation, its capital stock and its stockholders after the effective time of the restructuring merger, will be determined with reference to the constituent corporation, its capital stock and its stockholders before the effective time of the restructuring merger.

(1) A corporation, the articles of incorporation and bylaws of the corporation;

and, the articles of incorporation and bylaws (2) A limited-liability company, the articles of organization and operating agreement of the limited-liability company.

- 83rd Session (2025) – 37 – Sec.

[After adopting] For a plan of merger, [exchange or] conversion [,] or exchange to be approved, the board of directors of each domestic corporation that is a constituent entity [in the merger or conversion, or the board of directors of the domestic corporation whose shares will be acquired in the exchange,] mustmusttic [submit] adopt the plan .

[of merger, except] - *AB239_R1* – 36 – 2.

andand(c) (c) The stockholders of each domestic corporation that is a constituent entity who are entitled to vote on the plan must approve the plan [.] in accordance with the provisions of this section.

and (b) If any provision of the plan of merger, conversion or exchange [to the stockholders without the recommendation of the board required pursuant to paragraph (a) of subsection 2 unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and - 83rd Session (2025) – 38 – it communicates the basis for its determination to the stockholders with the plan.

Any] or of any other agreement [of] requires the board of directors to submit [a] the plan [of merger, conversion or exchange] to the stockholders , notwithstanding an adverse recommendation of the board of directors made in accordance with the terms and conditions of the plan, such provision shall bebeith [deemed to be] void and of no force or effect.

Unless the plan of merger, conversion or exchange is approved by the written consent of stockholders pursuant to - *AB239_R1* – 37 – subsection 7, the domestic corporation must notify each stockholder, whether or not the stockholder is entitled to vote, of the proposed stockholders’ meeting in accordance with NRS 78.370.

Unless the articles of incorporation or the resolution of the board of directors establishing a class or series of stock provide otherwise, or unless the board of directors acting pursuant to paragraph (a) of subsection 3 requires a greater vote, the plan of exchange must be approved by a majority of the voting power of eachof classexchange.nd and each series to be exchanged pursuant to the plan of7. exchange.

7.

Unless otherwise provided in the articles of incorporation or bylaws of a domestic corporation, a plan of merger, conversion or exchange may contain a provision that permits amendment of the plan- of83rd merger,Session conversion(2025) or– exchange39 at– any time after the stockholders of the domestic corporation approve the plan of merger, conversion or exchange, but before the articles of merger, conversion or exchange become effective, without obtaining the approval of the stockholders of the domestic corporation for the amendment if the amendment does not:

or - *AB239_R1* – 38 – (b) Alter or change any of the terms and conditions of the plan of merger, conversion or exchange in a manner that adversely affects the stockholders of the domestic corporation.

A board of directors shall cancel the proposed meeting or remove the plan of merger, conversion or exchange from consideration at the meeting if the board of directors determines that itexchange is not advisable to submit the planstockholders offor merger,approval.]erger, conversion or exchange to the stockholders for approval.] Sec.

(I) The date of the commencement of the offer or the date of the adoption of the plan of merger by the board of directors of the domestic corporation, whichever is earlier;

andandard of directors of the (II) The effective date of the merger;

and (II) Each outstanding share of each class or series of stock of the domestic corporation that is the subject of, and not irrevocably accepted for purchase or exchange in, the offer must be converted- in83rd suchSession merger(2025) into,– or40 into– the right to receive, the same amount and kind of cash, property, rights or securities to be paid for shares of such class or series of stock of the domestic corporation irrevocably accepted for purchase or exchange in the offer.

(a) The ownership threshold requirement must be satisfied without counting the voting power of any shares of the stock of the domestic corporation acquired from the domestic corporation, or any of the directors, officers, affiliates or associates thereof, within - *AB239_R1* – 39 – the 6 months immediately preceding the adoption of the plan of merger by the board of directors of the domestic corporation;

(b) The domestic corporation must provide notice of the merger to all of its stockholders not less than 30 days before the effective dat(c) The domestic corporation must have been a publicly traded corporation at all times during the period between the date of the merger;adoption of the plan of merger by the board of directors of the domestic corporation and the effective date of the merger.

and (c) The domestic corporation must have been a publicly traded corporation at all times during the period between the date of the adoption of the plan of merger by the board of directors of the domestic corporation and the effective date of the merger.

and (2) Shares of the domestic corporation that are owned beneficiallybeneficial(I) orThe ofdomestic recordcorporation;cement at the commencement of an offer by:

(I) The domestic corporation;

(e) “Offer” means an offer made by the other constituent entity in the merger for all of the outstanding shares of each class or series of- stock83rd ofSession the(2025) domestic– corporation41 listed– on a national securities exchange, on the terms provided in the plan of merger that, absentabsentes this section, would be entitled to vote on the approval of the plan of merger.

(f) “Owned affiliate” means, with respect to a constituent entity, any other person who owns, directly or indirectly, all of the outstanding equity interests of the constituent entity, or any direct or - *AB239_R1* – 40 – indirect wholly owned subsidiary of the constituent entity or other person.

(g) “Ownership threshold requirement” means that the voting power of the stock of the domestic corporation otherwise owned beneficially or of record by the other constituent entity in the merger or any of the owned affiliates of the other constituent entity, together with the voting power of any rollover shares and any shares irrevocably accepted for purchase or exchange pursuant to any offer and received before the expiration of the offer by the agent or depositary appointed to facilitate the consummation of the offer, equals at least that proportion of the voting power of the stock, and of each class or series thereof, of the domestic corporation that, absent this section, would be required to approve the plan of merger under this chapter and the articles of incorporation and bylaws of the domestic corporation.

(2) If the shares are uncertificated shares held of record by a clearing corporation as nominee, upon transfer into the account ofofby a the agent or depositary by way of an agent’s message;

(h) “Publicly traded corporation” means a domestic corporation that has a class or series of voting shares which is a covered security under- section83rd 18(b)(1)(A)Session or(2025) (B)– of42 the– Securities Act of 1933, 15 U.S.C.

§ 77r(b)(1)(A) or (B), as amended.amended.ecurities Act of 1933, 15 (i) “Rollover shares” means any shares of any class or series of the capital stock of the domestic corporation that are the subject of a written agreement requiring such shares to be contributed or otherwise transferred to the other constituent entity in the merger or any of the owned affiliates of the other constituent entity in exchange for shares or other equity interest in the other constituent entity or any of its owned affiliates.

(i) “Rollover shares” means any shares of any class or series of the capital stock of the domestic corporation that are the subject of a written agreement requiring such shares to be contributed or otherwise transferred to the other constituent entity in the merger or any of the owned affiliates of the other constituent entity in exchange for shares or other equity interest in the other constituent entity or any of its owned affiliates.

(a) The conversion is permitted by the law of the jurisdiction governing the foreign entity or foreign general partnership and the -in *AB239_R1*effecting –the 41conversion;neral –partnership complies with that law (b) The foreign entity or foreign general partnership complies with thatthe lawapplicable inprovisions effectingof theNRS conversion;92A.205, 92A.207, 92A.210, 92A.230 and 92A.240;

(b) The foreign entity or foreign general partnership complies with the applicable provisions of NRS 92A.205, 92A.207, 92A.210, 92A.230 and 92A.240;

When a conversion pursuant to subsection 2 takes effect, the resulting foreign entity shall be deemed to have appointed the Secretary of State as its agent for service of process in a proceeding to enforce any obligation.

The Secretary of State shall send one of the copies of the process by registered or certified mail to the resulting entity at its specified address, unless the resulting entity has designated in writing to the Secretary of State a different address- for83rd thatSession purpose,(2025) – 43 – address so designated.se, in which case it must be mailed to the last addressSec. so designated.

Sec.

or (3) If the domestic corporation is a constituent entity in a mergermer(b) pursuantConsummation of a plan of conversion to NRSwhich 92A.133.the domestic corporation is a constituent entity as the corporation whose subject owner’s interests will be converted.

- *AB239_R1* – 42 – (b) Consummation of a plan of conversion to which the domestic corporation is a constituent entity as the corporation whose subject owner’s interests will be converted.

(f) Any corporate action not described in this subsection pursuant to which the stockholder would be obligated, as a result of the corporate action, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205, 78.2055 or 78.207.

- 83rd Session (2025) – 44 – 2.

A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500, inclusive, must not otherwise object to or challenge the corporate action creating the entitlement [unless the action is unlawful or constitutes or] , except to the extent that:tha(a) The domestic corporation did not obtain the vote or consent of the requisite voting power of the stockholders to approve the action as prescribed under this chapter and the articles of incorporation and bylaws of the domestic corporation;

(a) The domestic corporation did not obtain the vote or consent of the requisite voting power of the stockholders to approve the action as prescribed under this chapter and the articles of incorporation and bylaws of the domestic corporation;

If a stockholder exercises the right to dissent with respect to a corporate action described in paragraph (f) - *AB239_R1* – 43 – of subsection 1, the restrictions of this subsection apply only to the andshares distributions to thosebe shares.tionconverted into a fraction of a share and the dividends Sec.and distributions to those shares.

Sec.

H~~~~~ 25 - *AB239_R1*83rd Session (2025)