(Statutory Initiative — Final Draft)
AN ACT relating to corporations; clarifying that corporations are artificial entities created by statute and possess only those powers expressly granted by the Legislature; prohibiting the interpretation of corporate powers as equivalent to the inherent rights of natural persons; and providing other matters properly relating thereto.
Section 1. Short Title.
This Act may be cited as the Corporate Powers Clarification Act.
Sec. 2. Legislative Findings and Purpose.
The People of the State of Nevada find and declare that:
- Corporations are artificial entities created by statute and exist only through the powers granted by the Legislature.
- The rights of natural persons are inherent and inalienable, while the powers of corporations are limited and may be expanded, restricted, or revoked by law.
- Nevada law must clearly distinguish between the rights of human beings and the powers of corporate entities to ensure that democratic governance remains centered on the people of Nevada.
- This Act is intended to clarify existing law, prevent misinterpretation of corporate powers, and reaffirm that corporations do not possess rights equivalent to those of natural persons.
Sec. 3. Chapter 78 of NRS is hereby amended by adding thereto a new section to read as follows:
NRS 78._ Corporate Powers; Limitation; Clarification.
- A corporation formed under the laws of this State is a legal entity created by statute and possesses only those powers expressly granted by the Legislature or necessarily implied for the purpose of carrying out its lawful business.
- A corporation does not possess inherent or inalienable rights, and no provision of Nevada law may be construed to grant a corporation rights equivalent to the natural rights of a human being.
- Nothing in this section shall be construed to impair:
(a) The ability of a corporation to enter into contracts, own property, or conduct lawful business activities;
(b) The rights of shareholders, officers, or employees who are natural persons; or
(c) Any constitutional protections that apply to natural persons associated with a corporation. - This section is intended to clarify existing law and shall not be interpreted to create new rights or obligations except as expressly stated herein.
Sec. 4. Applicability.
The provisions of this Act apply to all corporations formed or operating within the State of Nevada, whether domestic or foreign.
Sec. 5. Severability.
If any provision of this Act or its application to any person, corporation, or circumstance is held invalid, the invalidity does not affect the remaining provisions or applications of the Act which can be given effect without the invalid provision or application.
Sec. 6. Effective Date.
This Act becomes effective on January 1 following approval by the voters.
