United States · Nevada

How to amend articles of incorporation in Nevada

Nevada amendment procedure under NRS Chapter 78 follows a Delaware-influenced framework but with Nevada-specific shareholder-protection features that are notably weaker (consistent with Nevada's management-protective regime). The default threshold tracks Delaware's: majority of outstanding voting shares.

Governing statute and threshold
Nevada Revised Statutes Chapter 78, NRS Ch. 78
InstrumentArticles of incorporation
Amendment filingCertificate of amendment
Approval thresholdMajority of outstanding voting power (or higher per articles)
NRS § 78.380Amendment of articles of incorporation before issuance of stock
NRS § 78.385Amendment of articles after issuance of stock
NRS § 78.390Procedure for amendment; shareholder approval
NRS § 78.395Filing of certificate of amendment
NRS § 92A.300Dissenters' rights
NRS § 78.320Action by written consent of stockholders
At a glance
  • Amendment under NRS § 78.385 (after stock issuance); board plus shareholder approval
  • Default threshold: majority of outstanding voting shares (similar to Delaware)
  • Written consent permitted under § 78.320 by majority unless articles forbid
  • Certificate of amendment filed with Nevada Secretary of State under § 78.395
  • Dissenters' rights under NRS Ch. 92A apply to specific amendments

Board recommendation under § 78.390

The board adopts a resolution recommending the amendment. Nevada's procedure is similar to Delaware's: the board declares advisability and calls a stockholder meeting or solicits written consents.

Stockholder approval at the § 78.390 threshold

The default threshold is a majority of the outstanding voting shares (matching Delaware). The articles may set a higher threshold. Nevada permits written consent under § 78.320 with the same threshold unless the articles forbid.

Class voting

Nevada requires class voting for amendments that affect a class differently or adversely. The standard is similar to Delaware's "differently" test under DGCL § 242(b)(2).

Certificate of amendment filing under § 78.395

The certificate of amendment is signed by an authorized officer, accompanied by the filing fee, and filed with the Nevada Secretary of State. The amendment becomes effective on filing or a specified later date.

Dissenters' rights under NRS Chapter 92A

Nevada dissenters' rights apply to specific amendments. The procedure under NRS Chapter 92A has notice and demand requirements. Nevada's overall shareholder-protection regime is weaker than other states (consistent with the management-protective design including the 15% inspection threshold), so dissenters' rights are correspondingly narrower.

Procedure

The amendment procedure as it applies in Nevada, in seven steps:

  1. Confirm the articles provision to amend

    Identify the provision being amended. Review the existing articles. Confirm whether the amendment affects any class differently.

  2. Draft the amendment in clean replacement form

    Draft the amendment as the new text.

  3. Pass the board resolution under § 78.390

    The board adopts a resolution recommending the amendment and calling a meeting or authorizing written-consent solicitation.

  4. Obtain stockholder approval at the § 78.390 threshold

    Majority of outstanding voting shares is the default. Written consent under § 78.320 by majority is permitted unless the articles forbid.

  5. File the certificate of amendment with the Nevada Secretary of State

    The certificate is signed, accompanied by the filing fee, and submitted to the Nevada Secretary of State.

  6. Record the amendment in the minute book

    Place the filed certificate, board resolution, and shareholder approval in the minute book.

  7. Process dissenters' rights and notify counterparties

    If the amendment triggers dissenters' rights under NRS Ch. 92A, comply with the notice and demand procedure. Notify counterparties to material contracts. Update downstream records.

Common mistakes

Common Nevada-specific failure points in amending articles:

  • Treating Nevada shareholder protections as identical to Delaware (Nevada is more management-protective)
  • Missing class-vote requirements for amendments affecting a class differently
  • Failing to comply with NRS Ch. 92A dissenters' rights notice procedure
  • Not maintaining the § 78.105 stock ledger and shareholder list
In Octelligence
Articles amendments recorded against the records they change.

Octelligence stores the articles of incorporation, the amendments, and the supporting resolutions together with the share register and cap table they govern. The NRS Ch. 78 amendment thresholds and filing forms are jurisdiction-aware. Diligence sees the chain of amendments in order, with the corporate record before and after each.

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FAQ

Common questions in Nevada

Substantively similar in structure (majority of outstanding voting shares default; written consent permitted by majority). The differences are in shareholder-protection: Nevada's overall regime is weaker (15% inspection threshold under § 78.105, narrower dissenters' rights, broader business-judgment-rule deference). Nevada's procedure is correspondingly more management-friendly.

Yes, under NRS § 78.320, by majority of outstanding voting shares unless the articles forbid. Same as Delaware DGCL § 228. Nevada's written-consent regime is one area where Nevada and Delaware are nearly identical.

Nevada dissenters' rights under NRS Chapter 92A apply to specific corporate actions including certain fundamental amendments. The scope is narrower than Delaware's appraisal rights and substantially narrower than California's dissenters' rights. Counsel should verify whether the specific amendment triggers dissent under § 92A.300 et seq.
Amendments that survive scrutiny
Amend articles of incorporation the right way in Nevada.

Octelligence stores the amendment, the resolution, and the post-amendment record together with full NRS Ch. 78 statute awareness.

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