There May Be Fifty Ways To Leave Your Lover, But In Nevada There Are Four Ways To Change A Corporation

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There are only few days left until Nevada Day.  See “Out by the Truckee’s Silvery Rills”.  If you’re still looking for that special Nevada Day gift, nothing says “Happy Nevada Day” quite like a gift of  Bishop & Zucker on Nevada Corporations and Limited Liability Companies!

Four Ways To Change A Corporation

Nevada Revised Statutes (NRS) Chapter 92A authorizes and prescribes the statutory procedures for taking four different types of transformational corporate actions: Mergers, Share Exchanges, Conversions, and Domestications:

  • Mergers – These are primarily governed by NRS 92A.100-92A.250.  A merger involves the combination of two or more entities in which typically only one entity remains.  The surviving entity succeeds to the assets and liabilities of the other constituent entities who disappear.
  • Share Exchanges – These are primarily governed by NRS 92A.050; 92A.110; and 92A.250.  A share exchange involves the acquisition by one entity of all of the outstanding owners’ interests of one or more class or series of another entity in a compulsory exchange.  Unlike a merger, the existence of both entities continues.
  • Conversions – These are governed by NRS 92A.105 & 92A.250.  Unlike a merger or share exchange, only one entity is involved in a conversion.  That entity may change its jurisdiction of organization and/or its type of organization (e.g., a limited liability company converting into a corporation).
  • Domestications – These are governed by NRS 92A.270.  A domestication is a procedure by which a non-Nevada entity becomes registered as a Nevada entity, while either continuing to exist as an entity in its home jurisdiction (and thus having dual status) or continuing to exist only in Nevada.

 The SEC Didn’t Listen To Polonius

Yesterday, the Securities and Exchange Commission issued its proposed Crowdfunding Rules.  The SEC’s rule proposal release is a mere 568 pages  long (not counting a 17-page appendix) and has 1,117 footnotes.  And, no, I haven’t finished reading it yet.