Nevada Corporate Bylaws Template

The Nevada corporate bylaws organize a corporation’s operations under a set of agreed-upon procedures and rules. For example, directors and shareholders can solidify voting procedures for business transactions, elections, and a standard of conduct.

Last updated December 6th, 2024

The Nevada corporate bylaws organize a corporation’s operations under a set of agreed-upon procedures and rules. For example, directors and shareholders can solidify voting procedures for business transactions, elections, and a standard of conduct.

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Are they required in Nevada?

No, bylaws are not required in Nevada but are allowed and recommended.[1]

Nevada Corporate Laws

  • Corporate Tax: Nevada does not impose a corporate tax but does set a commerce tax on businesses whose gross revenue exceeds four million dollars per year.[2]
  • Board: Every Nevada corporation conducts business “under the direction” of its board of directors while complying with the articles of incorporation, the bylaws, and the law. [3]
    • Number – Corporations must always retain “at least one” individual as its director; however, they may elect more during the first annual meeting.[3]
    • Qualification – Directors qualify for their position if they (at a minimum) are “18 years of age” and a natural person unless the bylaws impose additional requirements. [4]
    • Terms – A director’s term is in place until replaced; thus, once elected, directors serve their office “until a successor is elected or qualified,” even if their term has expired. [5]
    • Staggered Terms – Corporate bylaws designate directors with different classes for elections; however, elections for at least “one-fourth in number of the directors” occur once a year. [6]
  • Officers: Every corporation requires a president, treasurer, and secretary elected through their articles, bylaws, and board of directors accordingly. [7]
  • Fiduciary Duty: Officers, as well as directors, are obligated to “exercise their respective powers” to prioritize the corporation’s best interests. [8]
  • Meetings: A minimum of two directors, the entire board of directors, or the president call special and annual meetings; however, this is adjustable through the bylaws or articles.[9]
  • Quorum: The majority of directors that are “then in office” when a meeting is called is a quorum for actions unless the bylaws explicitly address this requirement. [10]
  • Emergency Bylaws: Corporations may develop and institute a set of bylaws to become active “during a period of acute emergency.” [11]

Sources

  1. NV Rev Stat § 78.046 (2023)
  2. NV Rev Stat § 363C.200 (2023)
  3. NV Rev Stat § 78.115 (2023)
  4. NV Rev Stat § 78.115 (2023)
  5. NV Rev Stat § 78.330 (2023)
  6. NV Rev Stat § 78.330 (2023)
  7. NV Rev Stat § 78.130 (2023)
  8. NV Rev Stat § 78.138 (2023)
  9. NV Rev Stat § 78.310 (2023)
  10. NV Rev Stat § 78.315 (2023)
  11. NV Rev Stat § 693B.020 (2023)