Nevada Administrative Code Chapter 92A - Mergers, Conversions, Exchanges and Domestications
Nevada Administrative Code (NAC)
Chapter 92A — Mergers, Conversions, Exchanges, and Domestications
Overview:
Chapter 92A governs the restructuring of business entities in Nevada, including corporations, limited liability companies (LLCs), and other statutory entities. It covers mergers, conversions, exchanges, and domestications, which allow entities to change their form, combine with other entities, or move their legal domicile while ensuring proper regulatory compliance. These rules ensure legal continuity, creditor protection, and shareholder/member rights during these processes.
1. Definitions and General Provisions (NAC 92A.010 – NAC 92A.050)
Key points:
Defines essential terms, including:
Merger: the combination of two or more entities into a single surviving entity.
Conversion: changing the type of entity (e.g., corporation to LLC).
Exchange: swapping ownership interests between entities.
Domestication: changing the state of incorporation or formation.
Establishes scope and applicability of NAC Chapter 92A to all statutory entities in Nevada.
Clarifies that filings must comply with Nevada statutes governing the specific entity type.
Why it matters:
Sets a clear legal framework so all parties understand the terms, procedures, and regulatory authority involved.
2. Mergers of Entities (NAC 92A.060 – NAC 92A.120)
Key points:
Specifies procedures for mergers, including:
Approval requirements: boards, members, or shareholders must approve a merger plan.
Merger plan contents: name of surviving entity, terms of merger, treatment of outstanding shares or membership interests, and rights of creditors.
Filing with the Secretary of State: merger documents must be filed to effect the merger legally.
Establishes that a surviving entity assumes all assets and liabilities of merging entities.
Provides rules for dissenting shareholders or members to assert appraisal rights if they do not agree with the merger.
Why it matters:
Ensures mergers are legally binding, transparent, and fair to all stakeholders.
3. Conversions (NAC 92A.130 – NAC 92A.180)
Key points:
Allows an entity to change its legal form (e.g., corporation to LLC or vice versa).
Procedures include:
Approval by governing body or members/shareholders.
Drafting a plan of conversion specifying new entity form, rights of members, and effect on contracts.
Filing a certificate of conversion with the Nevada Secretary of State.
Conversions preserve continuity of the entity’s existence and obligations.
Why it matters:
Provides flexibility for businesses to adapt their structure without dissolving and restarting, preserving contracts, licenses, and assets.
4. Exchanges of Interests (NAC 92A.190 – NAC 92A.230)
Key points:
Governs the exchange of ownership interests between entities.
Common in mergers where owners of one entity receive shares or membership units in another entity instead of cash.
Procedures include:
Approval by owners or governing bodies.
Documentation of exchange ratios and terms.
Filing with the Secretary of State if required.
Protects creditor and shareholder/member rights during the exchange.
Why it matters:
Allows businesses to restructure ownership efficiently, often as part of corporate reorganizations or acquisitions.
5. Domestications (NAC 92A.240 – NAC 92A.290)
Key points:
Enables an entity to change its state of formation while remaining the same legal entity.
Requirements include:
Approval by the entity’s governing body or owners.
Filing articles of domestication with the Nevada Secretary of State.
Providing information about the previous jurisdiction and new entity structure.
Ensures that the entity retains all contracts, licenses, and legal obligations in the new state.
Why it matters:
Provides flexibility for entities to relocate legally to Nevada (or out of Nevada) while maintaining continuity.
6. Notice to Creditors and Interested Parties (NAC 92A.300 – NAC 92A.330)
Key points:
Some transactions (mergers, conversions, or domestications) require notice to creditors.
Notice ensures creditors can:
Object to the transaction.
Assert claims or liens against the entity.
Filing and notice procedures protect creditors while allowing the entity to complete its restructuring.
Why it matters:
Balances the rights of the entity to restructure with the protection of creditors and other stakeholders.
7. Filing Requirements and Effective Dates (NAC 92A.340 – NAC 92A.380)
Key points:
All plans for mergers, conversions, exchanges, or domestications must be filed with the Nevada Secretary of State.
Filing must include:
Entity information.
Governing approvals.
Effective date of the transaction (may be immediate or future-dated).
Once filed, the entity’s new status legally takes effect as of the effective date.
Why it matters:
Provides legal certainty and ensures public records reflect the entity’s current status.
8. Dissenting Owner Rights and Remedies (NAC 92A.390 – NAC 92A.420)
Key points:
Owners or shareholders who do not agree with a merger or conversion may have appraisal or buyout rights.
Procedures include:
Providing written notice of dissent.
Requesting fair market value payment for their interest.
Filing claims under statutory timelines.
Protects owners from being forced into a transaction without compensation.
Why it matters:
Ensures fair treatment of minority owners and prevents coercive business restructuring.
✅ Summary of Key Rule Areas
| Rule Section | What It Regulates | Core Purpose |
|---|---|---|
| NAC 92A.010–050 | Definitions and scope | Clarifies key terms and applicability |
| NAC 92A.060–120 | Mergers | Combines entities while protecting stakeholders |
| NAC 92A.130–180 | Conversions | Allows entities to change legal form while maintaining continuity |
| NAC 92A.190–230 | Exchanges | Swaps ownership interests safely |
| NAC 92A.240–290 | Domestications | Moves entities between jurisdictions |
| NAC 92A.300–330 | Notice to creditors | Protects creditor rights during transactions |
| NAC 92A.340–380 | Filing requirements | Ensures legal recognition and effective dates |
| NAC 92A.390–420 | Dissenting owner rights | Guarantees compensation for non-consenting owners |
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