Corporate Shareholder Preemptive-Rights Requirements in Nevada

At a glance

Requirements one by one

The October 1, 1991 line selects the entire system

Under NRS § 78.265(1)-(3)(a), a Nevada corporation organized before October 1, 1991 starts with preemptive rights to unissued shares, treasury shares, and convertible securities unless the section or articles limit or deny them.

Under NRS § 78.267(1)-(3)(b), a corporation organized on or after that date starts with no right unless the articles opt in. Language that the corporation “elects to have preemptive rights” activates the modern detailed system, subject to article variations.

The legacy branch uses five exclusions and board-fixed terms

The pre-1991 branch excludes approved or approved-plan issuances to directors, officers, or employees; noncash sales; shares issued when the claiming holder acquired shares; shares in that same offering; and qualifying Exchange Act Section 12 registered issues (§ 78.265(3)(a)).

Preferred or limited classes, common stock, and nonvoting common stock receive the distinct cross-class limits in § 78.265(3)(b)-(e). The board fixes the terms to provide a fair and reasonable opportunity. The legacy section states no proportional formula, written-waiver rule, or outsider reoffer period.

The modern branch supplies allocation, waiver, and a one-year reoffer rule

The modern elected right covers proportional amounts of unissued shares on uniform board-prescribed terms designed to provide a fair and reasonable opportunity. A written waiver is irrevocable even without consideration (§ 78.267(3)(a)-(b)).

Under § 78.267(3)(c)-(4), the modern exclusions cover compensation shares, shares satisfying compensation conversion or option rights, article-authorized shares issued within six months after incorporation, and nonmoney sales. Class limits apply, and “shares” includes convertible and subscription/acquisition- right securities.

Unpurchased shares may be issued to another person for one year at board-set consideration no lower than the shareholder offer. A lower-consideration or later offer becomes subject to the right again.

Treasury shares and amendments require separate checks

The legacy right expressly covers treasury shares. The modern section instead speaks only to unissued shares. Under NRS § 78.283(1), (4), treasury shares remain issued until retired or restored to authorized-unissued status; unless the articles provide otherwise, the board may restore or dispose of them.

Neither preemptive section creates a special amendment vote. NRS § 78.390(2) generally gives an adversely affected class or series a majority voting-power vote when a preference or relative or other right changes, but the articles may specifically deny that class or series the vote.

What trips people up

• The formation date changes far more than the default. Coverage, exclusions, allocation, waiver, and reoffer mechanics differ between the two branches.
• Treasury shares are expressly covered only in the legacy section. Modern corporations must check whether the board restored the shares to unissued status.
• The legacy same-time and same-offering exclusions are distinct. Either can defeat a claimed right even though the holder otherwise owns common stock.
• Neither branch sets a numerical exercise period. Both use fair-and- reasonable opportunity language without a minimum number of days.

Common questions

Do shareholders of a newly formed Nevada corporation automatically have the right?

No. A corporation organized on or after October 1, 1991 must opt in through its articles under NRS 78.267.

Does the pre-1991 right cover treasury shares?

Yes. NRS 78.265(2) expressly includes them.

Can a modern written waiver be revoked for lack of consideration?

No. NRS 78.267(3)(b) makes a written waiver irrevocable even without consideration.

May a modern corporation sell declined shares later at a lower price?

Not without renewing the process. NRS 78.267(3)(f) makes a lower-consideration offer subject to the shareholders' rights again.

Statutes and sources

• NRS § 78.265(1)-(3) — pre-October 1, 1991 default, coverage, exclusions, class limits, and board-fixed terms. Official Nevada Legislature text, accessed August 31, 2026.
• NRS § 78.267(1)-(4) — post-date charter opt-in, proportional allocation, waiver, exclusions, class limits, reoffer, and included securities. Official Nevada Legislature text, accessed August 31, 2026.
• NRS § 78.283(1), (4) — treasury-share status, restoration, and disposal. Official Nevada Legislature text, accessed August 31, 2026.
• NRS § 78.390(2) — general adverse-right class/series amendment vote and article denial. Official Nevada Legislature text, accessed August 31, 2026.