Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements in Nevada

At a glance

Requirements one by one

Nevada requires three officer roles and natural persons

NRS 78.130(1), (3) requires a president, secretary, and treasurer, or their equivalents. Every officer must be a natural person. The same natural person may hold two or more offices, so the three required roles do not require three different people.

The corporation may create other officers and agents under § 78.130(2). The bylaws prescribe, or the board determines, how officers are chosen, their terms, and their powers and duties.

Officer authority and signatures come from corporate designation

NRS 78.120(1)-(2) gives the board full control over corporate affairs subject to Chapter 78 and the articles, while preserving stockholder-adopted bylaw limits. Within that structure, § 78.130(3) sends officer powers and duties to the bylaws or board.

Under NRS 78.235(1)-(3), stock certificates are signed by the officers or agents the corporation designates for that purpose. Facsimile signatures use the stated transfer-agent/registrar safeguards, and a certificate may still be issued after an officer signer dies, resigns, or otherwise leaves office.

Nevada's internal-record rule adds a separate signature function. NRS 78.105(1) requires an officer-certified copy of the bylaws and amendments at the principal office or with the disclosed custodian of records.

Terms use successor-choice holdover

NRS 78.130(4) keeps an officer in office after the term expires until a successor is chosen, unless resignation or removal ends service earlier. A failure to elect officers does not require dissolution.

The same subsection gives a complete vacancy rule. A vacancy caused by death, resignation, removal, or otherwise must be filled as the bylaws provide; if the bylaws contain no provision, the board fills it.

Resignation and removal mechanics are left unstated

NRS 78.130(4) recognizes resignation and removal as ways an officer leaves, but Chapter 78 states no general resignation notice form, recipient, delivery or acceptance rule, effective time, later date or event, or withdrawal right. It also states no general removing actor, cause standard, notice or hearing, or separation between office and contract rights.

Those questions therefore require the current bylaws, board action, appointment record, and contracts rather than importing another state's statutory procedure. If the board takes an action it is authorized to take, NRS 78.315(1) supplies the default meeting quorum and majority-voting-power rule unless the articles or bylaws provide a different proportion.

Officer names, titles, and addresses are public filings

NRS 78.150(1)-(2) requires an initial list and then an annual list. Each states the names and titles of the president, secretary, treasurer, or their equivalents, all directors, and a residence or business address for every person listed. An officer or another specifically authorized person signs and certifies the list as true, complete, and accurate.

The statute also provides routes to update a resignation. Under § 78.150(5)- (6), an amended list filed within 60 days after the initial list has no filing fee; otherwise, if a resignation is not reflected on an annual or amended list, the corporation or resigning officer pays the stated fee to file it. That public filing does not itself supply the missing internal effective-time rule.

What trips people up

• Three required roles do not require three people. One natural person may hold two or more offices.
• Holdover and vacancy are different. An expired-term officer remains until a successor is chosen, while an actual vacancy follows the bylaw-first filling rule.
• The annual-list resignation filing is not a resignation-effectiveness rule. Section 78.150 updates the public record; § 78.130 does not say when an internal resignation takes effect.
• Nevada does not provide the Model Act removal chain. Chapter 78 mentions removal but does not name the board, appointing officer, or another officer as the universal remover.

Common questions

Must a Nevada corporation have a president, secretary, and treasurer?

Yes, or equivalent officer roles. NRS 78.130(1) requires all three functions by title or equivalent designation.

Can one person hold all three offices?

Yes. NRS 78.130(3) expressly permits any natural person to hold two or more offices.

What happens if the corporation misses an officer election?

Failure to elect does not require dissolution. An incumbent whose term expired also holds over until a successor is chosen unless resignation or removal ends service first.

Who fills an officer vacancy?

Use the bylaws first. If they do not provide a method, the board fills a vacancy caused by death, resignation, removal, or another event under § 78.130(4).

Statutes and sources

• NRS 78.012 — confirms Nevada law governs the internal affairs and officer rights, powers, duties, and liabilities of a domestic corporation.
• NRS 78.105, 78.120, and 78.130 — govern officer-certified bylaws, board control, required offices, qualifications, selection, terms, duties, multiple offices, holdover, failure to elect, and vacancies.
• NRS 78.150 — governs initial and annual officer/director lists and resignation-related public filings.
• NRS 78.235 and 78.315 — govern designated stock-certificate signers and ordinary board quorum/voting.

Official text: Nevada Legislature, NRS Chapter 78 linked in the frontmatter; accessed August 24, 2026.