AB 239 Nevada Assembly · 2025 Regular Session

Revises provisions relating to business entities. (BDR 7-669)

AB 239 updates Nevada's business entity laws to clarify and modernize rules for corporations and limited liability companies (LLCs). It establishes a new process allowing corporations to reorganize through a holding company structure (Section 22), clarifies voting requirements for reverse stock splits (Sections 3-4), and updates dissolution procedures by replacing "certificate of dissolution" with "articles of dissolution" (Sections 11-13, 16). The bill also removes outdated references like "share dividend" (Sections 5-9), revises rules for amending corporate charters after stock issuance (Section 8), and specifies address requirements for LLC members/managers (Sections 14, 17). These changes directly affect Nevada businesses, directors, and shareholders by streamlining corporate governance and administrative processes.
Bill status signed all 5 stages cleared
Introduction
Feb 2025
Committee Review
May 2025
Assembly Passage
May 2025
Senate Passage
May 2025
Signed into Law
May 2025
Introduced Feb 17, 2025 Signed May 30, 2025
Maddy AI version diff · 2 comparisons

What changed between versions

Reprint 1 As Enrolled · 10 edits · May 30, 2025
MAJOR
This bill modernizes Nevada's business entity laws by clarifying how corporate notices are delivered, updating dissolution terminology, and establishing a new process for corporations to reorganize into holding companies. It also adjusts voting requirements for reverse stock splits and clarifies fiduciary duties to ensure consistency across corporate structures.
Scope change
The bill applies to private corporations, limited-liability companies, and publicly traded corporations, with specific procedural updates for all entity types.
REQUIREMENT

Establishes a new process allowing corporations to reorganize by forming a holding corporation and exchanging old shares for new ones.

Updates dissolution procedures by replacing the term 'certificate of dissolution' with 'articles of dissolution' or 'record of dissolution' where applicable.

Clarifies that materials included in corporate notices are automatically considered part of the official communication.

Revises voting rules for reverse stock splits to require approval from the specific class or series of stockholders affected.

Allows boards of directors to approve merger plans and other corporate actions in preliminary forms rather than requiring final form immediately.

Permits voting agreements between stockholders to explicitly include private corporations as parties.

Clarifies that adding new stock series to a corporation does not negatively affect the rights of existing stock series.

Updates the right to dissent provisions to establish dissent as the exclusive remedy for eligible stockholders.

Allows limited-liability companies to list either a residence or business address for members and managers in certain records.

DEFINITION

Removes the term 'share dividend' from provisions governing the issuance of corporate shares.

Floor votes · Senate May 21, 2025 · Assembly Apr 22, 2025

How they voted

200
Passed
Total votes 20
May 21, 2025
D Democratic12
12 Yea
100% Yea
R Republican8
8 Yea
100% Yea
Vote distribution
All Yea All Nay Mixed No data
Full legislative history

Actions timeline

Total actions
14
Key actions
7
Committee
3
May 30, 2025
Signed into law
Approved by the Governor. Chapter 142.
executive
May 22, 2025
Lower · Passed
In Assembly. To enrollment.
lower
May 21, 2025
Upper · Passed
Read third time. Passed. Title approved. (Yeas: 21, Nays: None.) To Assembly.
upper
May 16, 2025
Upper · Passed
From committee: Do pass.
upper
Apr 22, 2025
Lower · Passed
Read third time. Passed, as amended. Title approved, as amended. (Yeas: 40, Nays: 2.) To printer.
lower
Apr 21, 2025
Lower · Passed
From committee: Amend, and do pass as amended. Placed on Second Reading File. Read second time. Amended. (Amend. No. 289.) Dispensed with reprinting.
lower
Feb 18, 2025
Lower · Passed
From printer. To committee.
lower
1 primary · 0 co-sponsors

Sponsors

Role
Legislator
Party
State
District
P
Photo of Joe Dalia
Joe Dalia
DDemocratic
NV
29