HERE'S NEVADA LAW ON THE SUBJECT:
Do your best here, OK?
(First, a company "votes" to authorize more shares.)
NRS 78.207 Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
1. Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a class or series, if any, of its authorized stock by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsections 2 and 3, do so by a resolution adopted by the board of directors, without obtaining the approval of the stockholders. The resolution may also provide for a change of the par value, if any, of the same class or series of the shares increased or decreased. After the effective date and time of the change, the corporation may issue its stock in accordance therewith.
HERE'S THE PROBLEM!
NRS 78.209 Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.
1. A change pursuant to NRS 78.207 is not effective until after the filing in the Office of the Secretary of State of a certificate, signed by an officer of the corporation, setting forth:
(a) The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change;
(b) The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change;
(c) The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series;
Do you get it now??????? They sold all those shares almost a year ago, without ever filing.
