Corporate Sale of Substantially All Assets Approval Requirements in Nevada

At a glance

Requirements one by one

Nevada says “all,” without an ordinary-course qualifier

NRS § 78.015(1)(a) places Nevada-organized corporations within Chapter 78, subject to its listed special-law and entity exclusions.

NRS § 78.565(1) covers a sale, lease, or exchange of “all of its property and assets,” including goodwill and corporate franchises. It does not use “substantially all,” a significant-continuing-business formula, an ordinary- course exception, or a numerical safe harbor. This page reports that statutory language without deciding whether a particular transaction reaches “all.”

The board and a majority of voting power act

The statute requires action at a board meeting; the board approves the terms and conditions. Holders whose stock carries at least a majority of the corporation's voting power must vote affirmatively, unless the articles provide otherwise. Section 78.565 states no separate class or series vote, board recommendation, conflict explanation, or conditioning process.

General NRS § 78.370(1)-(3) requires written 10-to-60-day notice to holders entitled to vote and requires a nonannual meeting notice to state its purpose. The asset-sale section adds no transaction description, terms, consideration, materials, or nonvoter notice. NRS § 78.320(1)-(3) permits the required stockholder proportion to act by written consent without a meeting or notice unless the articles or bylaws provide otherwise.

The secured-transfer exception is narrow

Unless the articles provide otherwise, § 78.565(2)(a) removes the stockholder vote for a transfer by mortgage, in trust, or in pledge to secure corporate indebtedness. The section states no ordinary-course, wholly owned subsidiary, pro rata distribution, or dissolution exception.

Abandonment does not need another stockholder vote

Section 78.565(2)(b) makes a stockholder vote unnecessary to abandon the sale, lease, or exchange unless the articles provide otherwise. It states no timing window or express preservation of third-party contractual rights and prescribes no statutory agreement, signature, filing, amendment, or closing mechanism.

Ordinary asset sales are not automatic dissent events

NRS § 92A.380(1) enumerates merger, conversion, exchange, governing-record or board-created, control-share, and fractional-share dissent events. It does not name an ordinary § 78.565 asset sale. The articles, bylaws, or a board resolution may nevertheless provide dissent and payment rights for a stockholder-voted action under § 92A.380(1)(d).

Nevada also keeps authorization separate from director duties. NRS § 78.138(1) requires directors and officers to exercise powers “in good faith, on an informed basis and with a view to the interests of the corporation.”

What trips people up

• Nevada says all, not substantially all. Section 78.565 does not contain the broader formulation used in many corporation acts.
• Usual course is not an express exception. The statute's express vote-free transfer is a mortgage, trust, or pledge securing corporate debt.
• Abandonment and contract rights are separate questions. No stockholder vote is needed by default, but § 78.565 does not decide contractual remedies.

Common questions

Does a majority of votes cast satisfy § 78.565?

Not necessarily. The specific section requires affirmative holders carrying at least a majority of the corporation's voting power unless the articles provide otherwise.

Must the statutory notice describe the deal terms?

Section 78.565 adds no such requirement. General § 78.370 requires the meeting purpose, date and time, remote-participation means, location when applicable, and 10-to-60-day delivery to voting holders.

Does Chapter 92A automatically grant dissent rights for the sale?

No. Section 92A.380 does not list an ordinary asset sale, though the articles, bylaws, or board may provide dissent rights for a stockholder-voted action.

Statutes and sources

• NRS §§ 78.015 and 78.138 — Chapter 78 coverage and separate director/officer duties. Official NRS Chapter 78, accessed September 5, 2026.
• NRS §§ 78.320 and 78.370 — quorum, written consent, and meeting notice. Official NRS Chapter 78, accessed September 5, 2026.
• NRS § 78.565 — board and stockholder approval, secured-transfer exception, and abandonment. Official § 78.565 text, accessed September 5, 2026.
• NRS § 92A.380 — statutory dissent events and governing-record/board opt-in. Official NRS Chapter 92A, accessed September 5, 2026.