Corporation Charter Amendment and Legal-Name-Change Requirements in Nevada

At a glance

Requirements one by one

Governing law and the amendment record

Nevada's private-corporation statute is NRS chapter 78. Section 78.010 treats a filed amendment certificate and restated articles as part of the corporation's articles of incorporation. The ordinary voluntary route here is for a domestic private corporation governed by § 78.015, not a nonprofit, professional, foreign, transaction, insolvency, or court-validation filing.

What may be changed, including the legal name

Section 78.385 permits changes to powers, purposes, authorized stock, share rights, the corporate name, and any other lawful articles term. A new name must remain distinguishable in the Secretary of State's records under § 78.039. If a name appears to be a natural person's name, § 78.035 requires an added word that identifies it as a corporation.

Nevada makes a general legal-name change a board-only outlier. Under § 78.390(8), no shareholder action is required when the amendment changes only the corporation's name, unless the articles themselves forbid that route. A name using regulated terms or describing regulated business can require agency approval under § 78.045.

Before voting stock is issued

The pre-share trigger is precise: it lasts only while no voting stock has been issued. At least two-thirds of either the incorporators or the board may sign and file the amendment certificate. The certificate must identify that two-thirds capacity, give the corporation's name, and affirm the absence of issued voting stock (§ 78.380). The SOS form says “no stock,” so a corporation with issued nonvoting stock should use the statutory wording and confirm the filing approach with the Secretary of State.

Board and shareholder approval after stock issues

For an ordinary post-stock amendment, § 78.390(1) requires the board to adopt a resolution setting out the proposed amendment and submit it to shareholders. The statute does not add a separate board-recommendation requirement. An ordinary private corporation then needs approval by holders representing at least a majority of the corporation's total voting power, not merely a majority of votes cast. The articles may require more.

The current wording reflects 2025 Nev. Stat. ch. 142, § 27 (AB 239), which was approved May 30, 2025 and took effect upon approval.

The board may abandon an approved amendment only when the shareholder resolution authorizes abandonment. The name-only route is different: the board may abandon it without shareholder action (§ 78.390(5), (8)).

Notice, written consent, quorum, and vote

If approval occurs at a meeting, written notice must state the meeting purpose and go to each record holder entitled to vote 10 to 60 days before the meeting (§ 78.370). The general quorum is a majority of voting power present in person or by proxy (§ 78.320(1)), but the amendment itself still needs the specific § 78.390 majority-of-total-voting-power threshold.

Written consent avoids the meeting. Section 78.320(2)-(3) defaults to consent by holders of at least the same voting power needed at a meeting and says no meeting or notice is required. The articles or bylaws may change that general consent rule, and the amendment threshold can also rise under the articles.

Class, series, nonvoting shares, and appraisal

An amendment that adversely changes a preference or other right needs a separate majority of the voting power of each affected class or series, even when those shares ordinarily have voting limits. Nevada unusually permits the articles to specifically deny that affected group a vote. Series vote separately only when the amendment affects them differently (§ 78.390(2), (4)).

An ordinary amendment does not itself create appraisal rights. Under § 92A.380(1)(d), the articles, bylaws, or a board resolution may grant appraisal for a shareholder-voted action. A narrow fractional-share cash circumstance is also covered by § 92A.380(1)(f).

Board-only, agent, correction, and bylaw routes

The name-only amendment is not Nevada's only board route. If the articles give the board blank-check authority, a certificate of designation may establish a class or series before shares of it issue (§ 78.1955). A registered-agent or registered-office change instead uses the separate statement under § 77.340; owners need not approve it, and it takes effect on filing.

A § 78.0295 certificate of correction fixes an inaccurate description, defective execution, or erroneous filing and generally relates back. It is not a substitute for obtaining approval of a new substantive change. Bylaws remain a separate internal record under § 78.120(2).

Filing, fee, and effective time

After shareholder approval, an officer signs a certificate that sets out the amendment or the articles as amended and states the adoption vote, then files it with the Secretary of State (§ 78.390(1)). The current SOS form also requests the entity name and NVID, the changed article text, the signer title, and any optional delayed date.

The base fee is $175 for an amendment that does not increase authorized stock. An increase uses the capital-based difference calculation, with a $175 minimum (§ 78.765). The certificate takes effect on filing or at a stated date and time no more than 90 days later. A delayed certificate can be terminated before effectiveness when the statutory abandonment authority and termination filing requirements are satisfied (§ 78.390(6)-(7)).

Restatement, publication, and name follow-up

NRS § 78.403 permits either a restatement-only certificate or an amended and restated certificate. A restatement that makes no new amendment is signed by a board-authorized officer and certifies the text is current; any new amendment must use the approval route that otherwise applies. The minimum restatement fee is $175 under § 78.767.

The current Chapter 78 scheme and SOS amendment packet do not impose a statewide newspaper-publication or proof-of-publication step for an ordinary amendment or name change, and they do not identify a second statewide name-follow-up filing after the amendment is accepted. Separate tax, license, bank, contract, title, trademark, and foreign-registration updates remain outside this filing.

What trips people up

The voting denominator is the first trap. Section 78.320 ordinarily approves non-election matters when favorable votes exceed opposing votes, but § 78.390 specifically requires the amendment to receive at least a majority of the corporation's total voting power. A bare majority of votes cast may therefore be insufficient.

The second trap is treating the name exception as permission to use any name. Shareholders may be unnecessary, but the board still must authorize and file the name-only amendment, the articles may opt out, distinguishability still applies, and regulated words can trigger agency approval.

Finally, do not use a correction certificate to rewrite a valid decision. The $175 correction route is limited to an inaccurate description, defective execution, or erroneous filing. A new substantive term uses the amendment approval route.

Common questions

Must every shareholder receive the amendment text with meeting notice?

Chapter 78 requires the meeting notice to state the purpose and reach entitled record holders 10 to 60 days before the meeting. It does not add a general requirement that the notice reproduce or summarize the amendment, although the articles, bylaws, proxy rules, or other law may demand more.

Can shareholders approve the amendment by written consent?

Yes. Unless the articles or bylaws provide otherwise, holders of the voting power required to approve the action at a meeting may sign written consent. Section 78.320 says no meeting or notice is required for that consent route.

Does a Nevada legal-name change require shareholder approval?

Not by default. Section 78.390(8) removes shareholder action for an amendment that changes only the corporation's name, but the articles may require shareholder approval.

When is the amendment effective?

It is effective when filed unless the certificate states a later date and time. The delay cannot exceed 90 days, and a delayed date without a time takes effect at 12:01 a.m. Pacific time.

Statutes and sources

• NRS §§ 78.010, 78.015, 78.0295, 78.035, 78.039, 78.045, 78.120, 78.1955, 78.320, 78.370, 78.380, 78.385, 78.390, 78.403, 78.765, and 78.767. Current official Chapter 78 text quoted above. Official source, accessed 2026-08-15.
• NRS § 77.340. Current official registered-agent statement rule quoted above. Official source, accessed 2026-08-15.
• NRS § 92A.380. Current official appraisal-rights text quoted above. Official source, accessed 2026-08-15.
• 2025 Nev. Stat. ch. 142 (AB 239). Current amendment act and effective clause quoted above. Official source, accessed 2026-08-15.
• Nevada Secretary of State Profit Corporation amendment form and packet. Current fields, instructions, and fees quoted above. Official form and official packet, accessed 2026-08-15.