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Nevada · 83rd (2025) Session

Revises provisions relating to business entities.

AN ACT relating to business entities; revising provisions relating to notice or other communications by business entities; making a conforming change relating to fiduciary duties owed by directors and officers of a corporation; revising provisions governing voting relating to the approval of a reverse stock split of a corporation; removing certain provisions governing the issuance of shares of a corporation; making changes to certain approvals by a board of directors; clarifying provisions relating to voting agreements by stockholders; revising provisions governing the amendment of articles of incorporation after issuance of stock; revising certain terms relating to business entities; revising provisions relating to the last known address of members and managers of a limited-liability company and the dissolution of a limited-liability company; establishing a process by which a corporation may reorganize through the formation of a holding corporation; revising provisions relating to the approval of a plan of merger, conversion or exchange of a domestic corporation and the conversion of a domestic entity into a foreign entity; revising provisions governing the right of a stockholder to dissent from certain corporate actions; making various other changes relating to business entities; and providing other matters properly relating thereto.

AB 239·Assembly·Bill
Assemblymember Joe DaliaState Assembly · AD-29
Bill Draft RequestBDR 7-669
Fiscal noteState NoLocal No
Effective dateEffective May 30, 2025.
Primary sponsor
Assemblymember Joe DaliaAssemblymember Joe DaliaState Assembly · AD-29
Floor votes
Assembly · 1st ReprintApr 22, 2025 · Constitutional majority required40–2
Senate · 1st ReprintMay 21, 2025 · Constitutional majority required21–0
Legislative history
Feb 17, 2025
Read first time. Referred to Committee on Judiciary. To printer.Assembly Journal
Feb 18, 2025
From printer. To committee.
Apr 21, 2025
From committee: Amend, and do pass as amended. Placed on Second Reading File. Read second time. Amended. (Amend. No. 289.) Dispensed with reprinting.Assembly Journal
Apr 22, 2025
Read third time. Passed, as amended. Title approved, as amended. (Yeas: 40, Nays: 2.) To printer.Assembly Journal
Apr 25, 2025
From printer. To engrossment. Engrossed. First reprint. To Senate.
Apr 28, 2025
In Senate.Senate Journal
Apr 29, 2025
Read first time. Referred to Committee on Judiciary. To committee.Senate Journal
May 16, 2025
From committee: Do pass.Senate Journal
May 19, 2025
Read second time.Senate Journal
May 20, 2025
Taken from General File. Placed on General File for next legislative day.Senate Journal
May 21, 2025
Read third time. Passed. Title approved. (Yeas: 21, Nays: None.) To Assembly.Senate Journal
May 22, 2025
In Assembly. To enrollment.Assembly Journal
May 27, 2025
Enrolled and delivered to Governor.
May 30, 2025
Approved by the Governor. Chapter 142.
Bill text
As IntroducedReprint 1As Enrolled
Amendments
Amendment 289 (Adopted)
Where it stands
In committee — the Assembly
On the floor — the Assembly
In committee — the Senate
On the floor — the Senate
Resolving differences
With the Governor
Became lawStatutes of Nevada, ch. 142
Path for an Assembly bill