78A.190 - Involuntary termination of status; intervention by court. - Nevada Statutes

78A.190  Involuntary termination of status; intervention by court.

      1.  The status of a corporation as a close corporation terminates if one or more of the provisions or conditions of this chapter cease to exist or be fulfilled unless:

      (a) Within 30 days after the occurrence of the event, or within 30 days after the event has been discovered by the corporation, whichever is later, the corporation files with the Secretary of State a signed certificate stating that a specified provision or condition included in the certificate of incorporation to qualify the corporation as a close corporation has ceased to be applicable and furnishes a copy of the certificate to each stockholder; and

      (b) The corporation, concurrently with the filing of a certificate, takes such steps as are necessary to correct the situation that threatens the status as a close corporation, including the refusal to register the transfer of stock which has been wrongfully transferred as provided by NRS 78A.050 or commencing a proceeding under subsection 2.

      2.  Upon the suit of the close corporation or any stockholder, the court has jurisdiction to:

      (a) Issue all orders necessary to prevent the corporation from losing its status as a close corporation.

      (b) Restore the status of the corporation as a close corporation by enjoining or setting aside any act or threatened act on the part of the corporation or a stockholder that would be inconsistent with any of the provisions or conditions required or permitted by this chapter to be stated in the certificate of incorporation of a close corporation, unless it is an act approved in accordance with NRS 78A.050.

      (c) Enjoin or set aside any transfer or threatened transfer of stock of a close corporation that is contrary to the terms of the certificate of incorporation or of any permitted restriction on transfer.

      (d) Enjoin any public offering or threatened public offering of stock of the close corporation.

      (Added to NRS by 1989, 943; A 1999, 1594; 2003, 3110)