Annual meeting requirements under Nevada NRS § 78.310
Nevada corporations must hold an annual shareholders' meeting under NRS § 78.310 at a time fixed by the bylaws. The meeting can be replaced by majority written consent under NRS § 78.320, and Nevada's broader corporate-protection focus extends to flexible meeting and consent procedures.
| NRS § 78.310 | Annual meeting required |
|---|---|
| NRS § 78.320 | Action without meeting |
| NRS § 78.370 | Notice of meeting |
| NRS § 78.330 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | Majority sufficient; flexible meeting procedures |
- Annual meeting under NRS § 78.310 at time fixed by bylaws
- Written consent under NRS § 78.320 permits majority for most actions
- Notice 10-60 days before the meeting under NRS § 78.370
- Nevada provides flexible meeting locations (in-state, out-of-state, virtual)
- Court-ordered meeting available if annual cycle lapses 18+ months
NRS § 78.310 requirements
Section 78.310 of the Nevada Revised Statutes requires every Nevada corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business.
Written consent under NRS § 78.320
Nevada's consent regime permits action by written consent signed by holders of the minimum votes required at a meeting (typically majority for ordinary actions). Nevada has not adopted the unanimous-consent requirement that some states (Illinois, Arizona) maintain, which gives Nevada corporations more flexibility for written-consent annual cycles.
Flexible meeting procedures
Nevada corporate law provides flexible meeting procedures: meetings can be held within or outside Nevada (NRS § 78.310(2)), and the bylaws can authorize virtual or telephonic participation. This flexibility is part of Nevada's broader corporate-friendly framework, which has historically attracted holding companies and asset-protection structures.
What's distinctive about Nevada
Two features distinguish Nevada. First, the flexible meeting-location provisions allow Nevada corporations to hold their annual meetings anywhere convenient (not necessarily in Nevada), which suits the many Nevada corporations whose actual operations are elsewhere. Second, Nevada's broader corporate-protection focus (15% inspection threshold under NRS § 78.257, strong charter protections, no state corporate income tax) makes the annual-meeting framework part of a coherent jurisdiction strategy for asset-protection-focused entities. The high $650 minimum annual cost (annual list + business license) is the main offsetting factor.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.