Ask a Lawyer -- Corporations
Question 21

NRS 78.580 Procedure for dissolution after issuance of stock or beginning of business.
    1. If the board of directors of any corporation organized under this chapter, after the issuance of stock or the beginning of business, decides that the corporation should be dissolved, the board may adopt a resolution to that effect. If the corporation has issued no stock, only the directors need to approve the dissolution. If the corporation has issued stock, the directors must recommend the dissolution to the stockholders. The corporation shall notify each stockholder entitled to vote on dissolution, and the stockholders entitled to vote must approve the dissolution.
    2. If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in subsection 1, the corporation shall file with the Office of the Secretary of State a certificate signed by an officer of the corporation setting forth that the 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.
    3. The dissolution takes effect upon the filing of the certificate of dissolution or upon a later date specified in the certificate, which must be not more than 90 days after the date on which the certificate is filed.