Corporate Shareholder Agreement Governance-Override Requirements in Nevada

At a glance

Requirements one by one

The special agreement route requires close-corporation status

An ordinary Nevada Chapter 78 corporation remains under a board's full control, subject to Chapter 78 and limitations in the articles (NRS 78.120(1)). Nevada's partnership-style shareholder-agreement regime is instead in Chapter 78A and applies only to a statutory close corporation (NRS 78A.010; NRS 78A.020(1)-(2)).

Close status requires all issued shares to be certificated, subject to transfer restrictions, and held of record by no more than 30 people. The corporation may not make a public offering. Its articles must identify it as a close corporation and state if it will have no board. An existing Chapter 78 corporation reaches the special regime through an articles amendment under the election rules in NRS 78A.030(1)-(3).

All voting shareholders make the written governance agreement

All close-corporation shareholders entitled to vote may agree in writing to regulate corporate powers, management and business affairs, or their relations with one another. The agreement remains effective when it eliminates or restricts the board, authorizes director proxies or weighted voting, treats the corporation as a partnership, or creates partner-like relations (NRS 78A.070(1)-(8)).

The broader validation rule reaches any phase of corporate affairs, including business management, dividends or profit division, election of directors or officers, shareholder employment, and arbitration. Such a written agreement, articles provision, or bylaw is not invalid merely because it uses partnership-like arrangements (NRS 78A.080).

The statute does not require the corporation to sign as a party, make the agreement known to the corporation, file it separately, or use a statutory consideration formula. Subscribers may act as shareholders if no shares have issued.

Eliminating the board has an additional articles and vote gate

An agreement term eliminating the board is ineffective unless the articles say there will be no board. An amendment adding that statement requires approval by all shareholders, including holders who otherwise could not vote on amendments. Before shares issue, all subscribers approve, or the incorporators do so if there are no subscribers (NRS 78A.090(1)-(4)).

While the corporation operates without a board, shareholders exercise corporate powers and direct the business and affairs. Unless the articles provide otherwise, shareholder approval substitutes for required board approval, using the corresponding majority or greater percentage of votes.

Reinstating a board is not the mirror image of elimination. Deleting the boardless provision requires at least two-thirds of the votes of each class or series, voting separately whether or not otherwise entitled to vote on amendments. The amendment must identify the directors or describe who performs board duties.

Amendment and close-status termination use distinct thresholds

Amending the governance agreement defaults to written approval by all shareholders entitled to vote, unless the agreement provides another rule (NRS 78A.070(1)-(8)). Nevada states no fixed agreement term, renewal system, or legacy-agreement duration rule.

Close status ends when the corporation files an amendment deleting its qualifying articles terms or a required/permitted condition is breached and not timely protected or cured. Voluntary termination ordinarily requires at least two-thirds of the voting shares of each class, subject to a greater articles threshold. After termination, Chapter 78 governs, but agreement or articles rights survive unless invalidated by law (NRS 78A.170-.200).

Certificate notice binds claimants; the statute gives no rescission clock

Every share must be certificated. Each certificate must conspicuously state that close-corporation rights may differ and that the articles, bylaws, shareholder agreements, and other records may restrict transfers or affect voting and other rights. The corporation must supply copies of the relevant restrictive provisions without charge on a shareholder's written request (NRS 78A.040(1)-(3)).

When the certificate carries the statutory notice, a person claiming an interest is bound by the referenced records. Without compliant notice, the person is bound by records known or noticed to that person or a predecessor. Chapter 78A states no purchaser-rescission remedy, discovery/purchase deadline, certificate recall, or uncertificated information-statement substitute for this close-corporation notice.

Restricted power shifts liability within the close-corporation regime

When an agreement restricts board discretion or power, directors are relieved of liability imposed by law and that liability shifts to each person receiving the power, to the extent governed by the agreement (NRS 78A.070(1)-(8)).

Personal liability also may not be imposed on a close-corporation shareholder solely because the corporation failed to observe usual corporate formalities or management requirements when that failure follows from the distinct and permissible close-corporation structure (NRS 78A.120).

What trips people up

Private ownership alone is not Chapter 78A status. The corporation needs the required articles election and must satisfy the 30-holder, certificated-share, transfer-restriction, and no-public-offering conditions.

Agreement unanimity and board-elimination unanimity cover different groups. The agreement uses all shareholders entitled to vote; an amendment eliminating the board requires all shareholders, including otherwise nonvoting holders.

The statutory certificate notice does not create the Model Act's purchaser rescission clocks. It determines when a person claiming an interest is bound by referenced records or by actual knowledge or notice.

Common questions

Can an ordinary Nevada corporation eliminate its board by shareholder agreement?

Not under Chapter 78A unless it has validly elected and retained statutory close-corporation status. The ordinary Chapter 78 rule gives the board full control subject to Chapter 78 and the articles.

Must every shareholder approve an amendment to eliminate the board?

Yes. NRS 78A.090 requires all shareholders, whether or not otherwise entitled to vote on amendments. Before shares issue, all subscribers approve or, if there are none, the incorporators approve.

Does losing close-corporation status erase the agreement?

Not automatically. NRS 78A.200 states that termination does not affect a shareholder's or corporation's right under an agreement or the articles unless law invalidates it.

Statutes and sources

• NRS 78.120(1) — ordinary Chapter 78 board-control default. Official current Chapter 78, accessed August 28, 2026.
• NRS 78A.010; NRS 78A.020(1)-(2) and NRS 78A.030(1)-(3) — Chapter 78A scope, close-status qualifications, articles terms, and election by an existing corporation. Official current Chapter 78A, accessed August 28, 2026.
• NRS 78A.040(1)-(3) — mandatory certificate notice, binding effect, and copies on request. Official current Chapter 78A, accessed August 28, 2026.
• NRS 78A.070(1)-(8) and NRS 78A.080 — agreement actors, scope, partnership-like validity, amendment, no-shares actor, and liability shift. Official current Chapter 78A, accessed August 28, 2026.
• NRS 78A.090(1)-(4) — articles requirement, board elimination and reinstatement votes, and shareholder management. Official current Chapter 78A, accessed August 28, 2026.
• NRS 78A.120 — close-structure formality failures and shareholder personal liability. Official current Chapter 78A, accessed August 28, 2026.
• NRS 78A.170-.200 — voluntary and involuntary close-status termination and agreement-right survival. Official current Chapter 78A, accessed August 28, 2026.