- (e) that it was the court's "obligation to construe statutory provisions in such a manner as to render them compatible whenever possible".
71 Mr Bogatz referred to provisions of the NRS, namely § 92A.250(3)(h) and § 92A.270(8), that used the expression "pay its liabilities", and also § 92A.270(7), which used the expression, "liability and duties had been incurred or contracted by the domestic entity". These provisions were annexed to Mr Bogatz's report, and I will set them out so that their context may be appreciated.
72 NRS § 92A.250(3)(h) is concerned with the "conversion" of a constituent entity, under which it appears that the conversion is a continuation of the existence of the constituent entity, as indicated by § 92A.250(3)(b). Set out below is the full text of § 92A.250(3), which places paragraph (h) in context –
3. When a conversion takes effect:
- (a) The constituent entity is converted into the resulting entity and is governed by and subject to the law of the jurisdiction of the resulting entity;
- (b) The conversion is a continuation of the existence of the constituent entity;
- (c) The title to all real estate and other property owned by the constituent entity is vested in the resulting entity without reversion or impairment;
- (d) The resulting entity has all the liabilities of the constituent entity;
- (e) A proceeding pending against the constituent entity may be continued as if the conversion had not occurred or the resulting entity may be substituted in the proceeding for the constituent entity;
- (f) The owner's interests of the constituent entity that are to be converted into the owner's interests of the resulting entity are converted;
- (g) An owner of the resulting entity remains liable for all the obligations of the constituent entity existing at the time of the conversion to the extent the owner was liable before the conversion; and
- (h) The domestic constituent entity is not required to wind up its affairs, pay its liabilities, distribute its assets or dissolve, and the conversion is not deemed a dissolution of the domestic constituent entity.
(Emphasis added.)
73 NRS § 92A.270 is concerned with the "[d]omestication" in Nevada of "undomesticated" organisations. Importantly, §§ 92A.270(3) and (4) appear to provide that the undomesticated
