The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited partnerships. This legislation will be effective October 1, 2015. The following is a summary of the significant changes.

1. Ratification of Defective Corporate Acts. A new provision of NRS Chapter 78 establishes new, nonexclusive procedures for corporations to ratify or validate a corporate act that was not, or may not have been, taken in compliance with Nevada corporate law or the articles of incorporation or bylaws. Certain procedural limitations apply, and corporations are required to give stockholders notice of any such ratification or validation within 10 days. The new statute expressly provides that it does not limit the existing authority of directors or stockholders to act, or ratify prior actions, pursuant to NRS 78.315 and 78.320, respectively. Further, the ratification procedures cannot be used to circumvent or contravene Nevada’s takeover statutes.