Nevada § 78.590 - Trustees of dissolved corporation: Powers of directors

§ 78.590. Trustees of dissolved corporation: Powers of directors

1. Upon the dissolution of any corporation under the provisions of NRS 78.580 , or upon the expiration of the period of its corporate existence, limited by its

articles of incorporation, the directors become trustees thereof, with full power

to prosecute and defend suits, actions, proceedings and claims of any kind or character

by or against the corporation, to enable the corporation gradually to settle and close

its business, to collect its assets, to collect and discharge its obligations, to

dispose of and convey its property, to distribute its money and other property among

the stockholders, after paying or adequately providing for the payment of its liabilities

and obligations, and to do every other act to wind up and liquidate its business and

affairs, but not for the purpose of continuing the business for which the corporation

was established. 2. After paying or adequately providing for the liabilities and obligations of the

corporation, the trustees, with the written consent of stockholders holding stock

in the corporation entitling them to exercise at least a majority of the voting power,

may sell the remaining assets or any part thereof to a corporation organized under

the laws of this or any other state, and take in payment therefor the stock or bonds,

or both, of that corporation and distribute them among the stockholders of the liquidated

corporation, in proportion to their interest therein. No such sale is valid as against any stockholder who, within 30 days after the mailing

of notice to the stockholder of the sale, applies to the district court for an appraisal

of the value of his or her interest in the assets so sold, and unless within 30 days

after the appraisal is confirmed by the court the stockholders consenting to the sale,

or some of them, pay to the objecting stockholder or deposit for the objecting stockholder's

account, in the manner directed by the court, the amount of the appraisal. Upon the payment or deposit the interest of the objecting stockholder vests in the

person or persons making the payment or deposit. 3. In winding up and liquidating the business and affairs of the corporation, the

trustees have the duties imposed upon them, and the benefit of the presumptions established,

by NRS 78.138 .