





| • | Piercing the corporate veil in Nevada requires the presence of "fraud" or "manifest injustice". This is the highest standard for personal indemnification available. NRS 78.138(7) |
| • | Charging order protection for stock of closely held corporation protects stockholders of all Nevada corporations with between 2 and 75 shareholders. Nevada is the first and only state to offer this level of shareholder protection! NRS 78.746 |
| • | Nevada's charging order protection statue protects S corporations from losing their federal S election in the event of a judgment against a shareholder. This prevents potentially significant negative tax consequences. NRS 78.746 |
| • | Corporate directors have greater flexibility in consenting to corporate actions. NRS 78.115 - 78.140 |
| • | Reinstatement of entities has the legal impact as if the corporation had always been in good standing, thus preserving the corporate veil. NRS 78.180(5) |
| • | Dissenting shareholders prohibited from voting shares or receiving dividends in certain circumstances. MRS 92A.380(3) |
| • | Efficient, predictable Business Court minimizes the costs and risks of business litigation. |
| • | The charging order is the sole remedy of the creditor of a member, preventing foreclosure of the membership interest and protecting other members from adverse economic impacts. NRS 86.401 |
| • | Professional LLCs are allowed. NRS 89.040 |
| • | Series LLCs are allowed. NRS 86.1255, NRS 86.161(1)(e) |
| • | Indemnification of members or managers of LLCs has been increased to offer greater statutory separation between the entity and the individual. NRS 86.411 - 86.451 |
| • | Operating agreements adopted after filing the articles may be enforced. NRS 86.286 |
| • | Non-economic members may bring an action on behalf of the LLC. NRS 86.483 |
| • | Perpetual life of an LLC is allowed. NRS 86.155 |

