Nevada corporate bylaws are rules established by the board of directors or incorporators that outline the internal governance, management structure, and operational procedures of a corporation. These bylaws detail the roles, rights, and responsibilities of board members and officers, including terms, officer positions, and compensation provisions.
They guide decision-making processes, stock issuance, and meeting protocols for shareholders and directors. Unlike some corporate documents, Nevada does not require these bylaws to be filed with the Secretary of State; they are maintained at the corporation’s registered office.
Legal Requirements
Nevada does not mandate that all corporations create and maintain bylaws. [1] Other relevant statutes include:
- Annual Meetings: Corporations must hold an annual shareholders’ meeting as per the bylaws. [2]
- Corporate Bylaws: Directors can create, amend, or repeal bylaws unless restricted by shareholder-adopted bylaws. [3]
- Issuance of Stock: Corporations can issue authorized shares as specified in the articles of incorporation. [4]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” an abbreviation thereof, or Other words that identify the corporation as not being a natural person.
- Prohibited Words: The law does not explicitly cover or guide on that issue.
- Name Reservation Period: 90 days.
- Renewal Period: Non-specified.
- Transferability: Yes.
Emergency Bylaws
The Board of Directors can enact emergency bylaws, subject to stockholder modification or repeal, to address urgent matters.