Corporate Appraisal and Dissenters'-Rights Procedure in Nevada
At a glance
| Governing law, corporation, shareholder, and transaction scope | NRS Chapter 92A dissenter provisions; record or beneficial stockholder of domestic corporation; issuer before action or survivor/acquirer afterward (§§ 92A.325, 92A.335) |
|---|---|
| Merger, exchange, asset-sale, amendment, conversion, and domestication triggers | Approval-required, subsidiary, or threshold-route merger; converting corporation; acquired-company exchange; governing-record/board expansion; control-share voting rights and qualifying fractional-share cashout. No default ordinary asset-sale, amendment, or domestication trigger (§ 92A.380(1)) |
| Market-out, public-company, consideration, and governing-record expansion | Covered security, organized market with ≥2,000 holders/≥$20m qualifying value, or redeemable open-end investment shares generally excluded unless articles/board restore; nonqualifying consideration exception. Survivor/parent no-vote and not-issued-at-announcement exclusions (§ 92A.390) |
| Record/beneficial ownership, nominees, continuous holding, and share scope | Record partial position must cover all class/series shares for each represented person plus name/address; beneficial owner needs record-holder consent by assertion and all owned or vote-directed shares. No general continuous-holding rule; stock must be issued/outstanding at first announcement (§§ 92A.390(6), .400) |
| Meeting, consent, short-form, and post-effective notice | Meeting notice states rights conclusion and includes the dissenter provisions when rights are/may be available. Consent/no-vote action may use ≥20-day advance notice with intent deadline ≥15 days after notice; after action, written notice plus dissenter form is mandatory (§§ 92A.303, 92A.410) |
| Pre-vote intent, demand form and delivery, and voting consequences | Meeting: intent statement before vote and no favorable vote. Consent/no-vote: if advance notice sent, intent by its date; no consent/approval. Failure plus owner-rule noncompliance bars payment (§ 92A.420) |
| Post-effective appraisal notice, form, share deposit, and deadline | Notice ≤10 days after effect; demand/deposit destinations, transfer restrictions, announcement/acquisition form, and §§ 92A.300-.500. Demand date 30-60 days after notice; late demand/form or certificate deposit bars payment (§§ 92A.430-.450) |
| Corporation payment/offer, supplemental demand, and withdrawal | Cash estimate+interest within 30 days after demand; later-acquired holders may receive offer. Further demand within 30 days after payment/offer. Withdrawal in writing by dissenter-notice date; later only with corporate written consent (§§ 92A.440, .460-.480) |
| Court petitioner, venue, timing, discovery, costs, and interest | Corporation petitions within 60 days after unsettled further demand or pays it; multi-route principal-office/survivor/registered-office county venue. All unsettled holders joined; civil discovery, optional appraisers, no special jury rule. Costs default to corporation with misconduct/noncompliance shifts (§§ 92A.490-.500) |
| Fair-value, fiduciary, securities, tax, and litigation boundaries | Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount, anticipated change excluded unless inequitable; interest from effect at § 99.040 rate. Other challenge limited to approval-vote defect or proximate actual fraud (§§ 92A.320, .340, .380(2)) |
Requirements one by one
Transactions and market limits
The statutory definitions apply throughout the dissenter provisions. A stockholder includes record and beneficial owners of a domestic corporation, and the subject corporation changes from the issuer before effectiveness to its survivor or acquirer afterward. NRS § 92A.300; NRS § 92A.325; NRS § 92A.335.
Nevada covers qualifying mergers, conversions, and acquired-company exchanges, as well as governing-record or board expansion, a control-share voting-right event, and specified fractional-share cashouts. The default list does not cover an ordinary asset sale, charter amendment, or domestication. NRS § 92A.380(1).
Covered securities, an organized-market class with at least 2,000 holders and $20 million in qualifying value, and redeemable open-end investment-company shares are generally excluded unless the articles or approving board resolution restore rights. Nonqualifying consideration restores the right. Surviving and parent companies have separate no-vote exclusions, and stock not issued and outstanding at first announcement does not qualify. NRS § 92A.390.
Owners, advance notice, and preservation
A record holder splitting its position must dissent for all class or series shares beneficially owned by each represented person and identify the person. A beneficial owner needs record-holder consent by assertion and must include all owned or vote-directed shares. NRS § 92A.400.
Meeting notice states whether rights are, are not, or may be available and includes the dissenter provisions when appropriate. A written-consent or no-vote action may use an advance notice sent at least 20 days before effectiveness; it sets an intent deadline at least 15 days after sending. After the action, notice and the dissenter form are mandatory. NRS § 92A.303; NRS § 92A.410.
A meeting holder supplies an intent statement before the vote and does not vote for the action. For consent or no-vote action, any advance-notice deadline must be met, and the holder does not consent to or approve the action. NRS § 92A.420.
Demand, payment, and withdrawal
The dissenter notice arrives within 10 days after effectiveness. It supplies destinations, transfer restrictions, an announcement/acquisition form, the statutes, and a demand date 30 to 60 days after delivery. NRS § 92A.430.
The holder demands payment, certifies acquisition timing, and deposits certificates. After deposit—or demand for uncertificated shares—stockholder rights end unless the holder withdraws in writing by the notice date. Later withdrawal requires corporate written consent. NRS § 92A.440.
The corporation pays its cash estimate plus interest within 30 days after receiving demand. The payment includes current-enough financials, the estimate, and the further-demand warning. NRS § 92A.460. A post-announcement owner may receive the statutory offer instead. NRS § 92A.470. A dissatisfied holder has 30 days after payment or offer to state a written estimate and demand it. NRS § 92A.480.
Court procedure and costs
The corporation petitions within 60 days after receiving an unsettled further demand or pays it. Venue follows the subject corporation's Nevada principal office, a qualifying Nevada survivor/acquirer/resulting entity, or the Nevada registered office. All unsettled holders are joined; ordinary civil discovery applies, and the court may appoint appraisers. NRS § 92A.490.
Costs ordinarily fall on the corporation, with equitable misconduct and noncompliance shifts. A successful direct suit for a missed required payment recovers all suit expenses. NRS § 92A.500.
What trips people up
The 30-day corporation-payment duty has its own enforcement venue. A Nevada dissenter may choose the county where that dissenter resides or has a principal or registered office, separate from the later appraisal venue. NRS § 92A.460(1).
The withdrawal deadline is the date set in the dissenter notice, not a separate fixed number of days in Section 92A.440. Missing it makes later withdrawal dependent on the corporation's written consent. NRS § 92A.440(4).
From effectiveness, a dissenter loses voting and post-record-date distribution rights for the affected shares. A fractional-share dissent applies that loss only to the shares being converted into a fraction. NRS § 92A.380(3).
Fair value is measured immediately before the action, uses customary and current techniques, and excludes minority and marketability discounts. Anticipated change is excluded unless inequitable. NRS § 92A.320. Interest runs from effectiveness under NRS § 92A.340 at the changing rate described in NRS § 99.040.
Common questions
Can a beneficial owner proceed directly?
Yes, but the owner must supply the record holder's written consent by assertion and include every owned or vote-directed share. NRS § 92A.400(2).
Does the appraisal section provide a special jury rule?
No special jury provision appears in Section 92A.490. It instead grants plenary and exclusive jurisdiction, ordinary civil discovery, and an optional appraiser mechanism. NRS § 92A.490(4).
Can the transaction be challenged outside appraisal?
Only the stated approval-vote defect and proximate actual-fraud exceptions appear in the dissenter section. Applying either to a real dispute requires the complete transaction and litigation record. NRS § 92A.380(2).
Statutes and sources
- NRS §§ 92A.300 to 92A.400 define the parties, advance notice, value, interest, triggers, exclusions, remedy boundary, and owner rules. Accessed September 5, 2026.
- NRS §§ 92A.410 to 92A.480 govern notice, intent, demand, deposits, withdrawal, payment, later-acquired shares, and further demand. Accessed September 5, 2026.
- NRS §§ 92A.490 to 92A.500 govern appraisal litigation, venue, discovery, costs, fees, and direct payment suits. Accessed September 5, 2026.
Source links
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