Nevada State Statute Code

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NRS 78.030

Filing requirements. [Effective July 1, 2008.]

  1. One or more persons may establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by signing and filing in the Office of the Secretary of State articles of incorporation.
  2. The articles of incorporation must be as provided in NRS 78.035, and the Secretary of State shall require them to be in the form prescribed. If any articles are defective in this respect, the Secretary of State shall return them for correction.

NRS 78.115

Board of directors: Number and qualifications.

The business of every corporation must be managed under the direction of a board of directors or trustees, all of whom must be natural persons who are at least 18 years of age. A corporation must have at least one director, and may provide in its articles of incorporation or in its bylaws for a fixed number of directors or a variable number of directors, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles of incorporation, directors need not be stockholders.

NRS 78.120

Board of directors: General powers.

  1. Subject only to such limitations as may be provided by this chapter, or the articles of incorporation of the corporation, the board of directors has full control over the affairs of the corporation.
  2. Except as otherwise provided in this subsection and subject to the bylaws, if any, adopted by the stockholders, the directors may make the bylaws of the corporation. Unless otherwise prohibited by any bylaw adopted by the stockholders, the directors may adopt, amend or repeal any bylaw, including any bylaw adopted by the stockholders. The articles of incorporation may grant the authority to adopt, amend or repeal bylaws exclusively to the directors.
  3. The selection of a period for the achievement of corporate goals is the responsibility of the directors.

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NRS 86.141

Purpose for organization.

  1. Except as otherwise provided in subsection 2, a limited-liability company may be organized under this chapter for any lawful purpose.
  2. A limited-liability company may not be organized for the purpose of insurance unless approved to do so by the Commissioner of Insurance.

NRS 86.151

Filing requirements. [Effective July 1, 2008.]

  1. One or more persons may form a limited-liability company by signing and filing with the Secretary of State articles of organization for the company.
  2. Upon the filing of the articles of organization with the Secretary of State and the payment to him of the required filing fees, the Secretary of State shall issue to the company a certificate that the articles, containing the required statement of facts, have been filed.
  3. A signer of the articles of organization or a manager designated in the articles does not thereby become a member of the company. At all times after commencement of business by the company, the company must have one or more members. The filing of the articles does not, by itself, constitute commencement of business by the company.

NRS 86.281

General powers.

A limited-liability company organized and existing pursuant to this chapter may exercise the powers and privileges granted by this chapter and may:

  1. Sue and be sued, complain and defend, in its name;
  2. Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated;
  3. Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;
  4. Lend money to and otherwise assist its members;
  5. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares, member's interests or other interests in or obligations of domestic or foreign limited-liability companies, domestic or foreign corporations, joint ventures or similar associations, general or limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;
  6. Make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the company may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income;
  7. Lend, invest and reinvest its money and take and hold real property and personal property for the payment of money so loaned or invested;
  8. Conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country;
  9. Appoint managers and agents, define their duties and fix their compensation;
  10. Cease its activities and surrender its articles of organization;
  11. Exercise all powers necessary or convenient to effect any of the purposes for which the company is organized; and
  12. Hold a license issued pursuant to the provisions of chapter 463 of NRS.

NRS 86.286

Operating agreement.

  1. A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous written consent of the members, or by the sole member, and the operating agreement must be in writing. Unless otherwise provided in the operating agreement, amendments to the agreement may be adopted only by the unanimous vote or unanimous written consent of the persons who are members at the time of amendment.
  2. An operating agreement may be adopted before, after or at the time of the filing of the articles of organization and, whether entered into before, after or at the time of the filing, may become effective at the formation of the limited-liability company or at a later date specified in the operating agreement. If an operating agreement is adopted:
    1. Before the filing of the articles of organization or before the effective date of formation specified in the articles of organization, the operating agreement is not effective until the effective date of formation of the limited-liability company.
    2. After the filing of the articles of organization or after the effective date of formation specified in the articles of organization, the operating agreement binds the limited-liability company and may be enforced whether or not the limited-liability company assents to the operating agreement.
  3. An operating agreement may provide that a certificate of limited-liability company interest issued by the limited-liability company may evidence a member's interest in a limited-liability company.

NRS 86.291

Management.

  1. Except as otherwise provided in this section or the articles of organization, management of a limited-liability company is vested in its members in proportion to their contribution to its capital, as adjusted from time to time to reflect properly any additional contributions or withdrawals by the members.
  2. Unless otherwise provided in the articles of organization or operating agreement, the management of a series is vested in the members associated with the series in proportion to their contribution to the capital of the series, as adjusted from time to time to reflect properly any additional contributions or withdrawals from the assets or income of the series by the members associated with the series.
  3. If provision is made in the articles of organization, management of the company may be vested in a manager or managers, who may but need not be members, in the manner prescribed by the operating agreement of the company. The manager or managers also hold the offices and have the responsibilities accorded to them by the members and set out in the operating agreement.