As with many questions in the law, the answer to this inquiry is “it depends.” “The essential elements of a valid contract include offer, acceptance, and bargained for consideration.”[1] The creation of a contract requires that two parties mutually assent to the same bargain at the same time-an assent which is usually in the form… Continue reading Is an Unsigned Contract Enforceable?
While not exhaustive, the following is a list of possible claims/remedies that you may consider making in your commercial litigation matters, linked to the elements for each claim. Abuse of Process Account Stated Accounting, a Remedy Anticipatory Repudiation Appointment Of A Receiver Breach of Contract Breach of Duty of Loyalty Breach of Express Warranty Breach… Continue reading Commercial Business Litigation Causes of Action
The statute of frauds has its roots in an English law from 1677 called an Act for Prevention of Frauds and Perjuries. It declares that certain types of contracts encourage either fraud or perjury and the state should therefore refuse to recognize that they are enforceable unless they are in writing. For example, if Bill owed… Continue reading Explaining Nevada’s Statute of Frauds
A Review of Nevada’s Corporate Law Original Publication Date: 3.11.15 This article explores the advantages and disadvantages of various types of business entities in Nevada. Generally, the main advantage of a corporate entity is to shield its owners from placing their personal assets in jeopardy for the obligations of the business. If you are unsure… Continue reading So, You Want to Own Your Own Business in Nevada? The Nevada Business Law Blog’s Primer on Types of Business Formations
An LLC may be dissolved at any time specified in its articles of organization, upon the occurrence of an event specified in the operating agreement, the affirmative vote of all its members, or upon entry of decree of judicial dissolution. NRS 86.491. In circumstances of judicial dissolution of an LLC, “the District Court may decree… Continue reading How to Dissolve a Limited Liability Company (“LLC”) in Nevada
In Nevada, the following actions require shareholder approval in the manner designated by the corporation’s governing documents or by a majority of shares if the documents are silent on the issue. The acts are required by Nevada’s corporate statutes linked below: Amending the corporation’s articles of incorporation; Election of directors; Removal of a director; Granting… Continue reading Corporate Actions Requiring Shareholder Approval in Nevada
In Nevada, both the officers and directors of a corporation owe it fiduciary duties. NRS 78.138. Those duties include the duty of care and the duty of loyalty. A fiduciary is a “person who is required to act for the benefit of another person on all matters within the scope of their relationship; one who owes… Continue reading Officers and Directors Owe Fiduciary Duties to the Corporation
The election of directors of a corporation must be held at the annual shareholders meeting by a “plurality of the votes cast at the election” unless the corporation’s articles of incorporation or bylaws require more than a plurality. NRS 78.330. If for any reason directors are not elected pursuant to NRS 78.320 or at the annual… Continue reading Election for Directors of a Corporation
A corporation in Nevada is recommended to hold an annual meeting of its shareholders or members. The meeting may be held anywhere, but must be held in the location and manner provided for in the articles of incorporation and/or bylaws of the corporation. Unless otherwise provided in the articles of incorporation or bylaws, the entire… Continue reading Corporate Annual Meetings: What They are and Why You Must Hold and Document Them Correctly
One of the requirements to start a new corporation in Nevada is to complete and file an Annual List of Officers, Directors, and Resident Agent with the Secretary of State’s office “on or before the last day of the first month after filing the articles of incorporation.” NRS 78.150.
In legal terms, a Registered Agent (“RA”) is a person or business who is designated by a business entity registered with the state to receive service of process when that entity is sued. Service of process is the formal procedure for informing a company that legal action has been filed against it and requiring it… Continue reading Business Entities: What is a Registered Agent in Nevada?
A joint venture is a contractual relationship in the nature of an informal partnership wherein two or more persons conduct some business enterprise, agreeing to share jointly, or in proportion to capital contributed, in profits and losses. A prime example we see often is a venture for the development of land. In this example, one… Continue reading Joint Venture Versus Partnership: What is the Difference?
