If you have made the decision to wind down and terminate your LLC in Nevada, there are certain steps that must be taken to get the job done properly. One important example of which is to file the required Articles of Dissolution at the right time, which formerly confirms your wish to terminate the LLC you have registered in Nevada.
Dissolving a business entity in the state of Nevada means filing a form or two with the Secretary of State, containing the necessary information and any additional documents needed to close your LLC. It is important to note that if your Articles of Dissolution are not filed appropriately or are not filed at all, legal action could be taken against you.
In addition, you could face heavy fees and penalties at a later date, in accordance with state law.
Upon issuing a notice that you intend to close your business, you make a legal declaration to your creditors and customers that you intend to halt operations by a specific date. By filing for dissolution, you also confirmed that your business cannot incur any further debts. Find out here, if the process is any similar to terminating your LLC in Texas, learn how to terminate an LLC in Wisconsin, how to terminate an LLC in Georgia, or check out this post to learn about dissolving an LLC in Missouri. Also, to dissolve LLC in Colorado, you can only submit an online request and to dissolve LLC in PA you aren’t required to publish or notify creditors beforehand.
While some of the legal aspects of closing your business in Nevada are complex, the basics of dissolving an LLC in the state are relatively simple. In this guide, we will be take a look at each of the steps of the dissolution process, along with which form you must file to close your business, the fees you can expect to pay, and how to ensure your LLC assets and affairs are in order. Meanwhile, if you are just about to start a company, check out these best LLC formation services.
What Does It Mean to Dissolve an LLC?
To dissolve an LLC means to officially close or cancel a Nevada limited liability company. It is a formal and legal declaration that you intend to bring a halt to all services provided by the effective date specified in your Articles of Dissolution.
The term Articles of Dissolution is used in reference to the application submitted to the Nevada Secretary of State to close the business, which goes by a variety of different names in other states. It is not possible to simply stop doing business and offering services to customers – the specified procedure must be followed to formally and legally dissolve a Nevada LLC.
How Can I Dissolve a Domestic Nevada Limited Liability Company?
Indicating your intent to take your LLC out of service means filing your Articles of Dissolution with the Secretary of State for Nevada, alongside a Customer Order Instructions Form. The information that needs to be provided in this document includes the following:
- LLC name
- State I.D. number
- Affirmation that the LLC has been or will be dissolved
- Effective date of dissolution
- Signature of LLC member/manager
A return address and payment information must also be provided, as you must pay a fee of $100 for your application to be processed. This applies to both online applications and those filed by mail – the mailing address for postal dissolution applications can be found below:
- Secretary of State
- Amendments Division
- 202 North Carson Street
- Carson City NV 89701-4201
The time it takes in Nevada for an LLC to be formally dissolved varies – you will find a current estimate on the website of the Secretary of State. On average, your documents will be processed and your request to dissolve your business will be formally granted in about a week – or 7 working days.
Online submission of forms is the faster approach – this expedited method will usually result in same-day processing during times of low to moderate demand.
Vote to Dissolve the LLC: Members Vote
Prior to beginning the steps outlined above to dissolve an LLC, you must provide the LLC members and manager of the LLC with the opportunity to vote on dissolution. A meeting should be arranged for a specified date and time, during which each member will be given the chance to vote and detailed minutes of the meeting will be recorded.
Full details of how the vote should take place can be found in your original LLC setup documents (articles of incorporation, articles of organization, or LLC operating agreement). If not, state law applies.
If there is a majority affirmative vote to dissolve your Nevada LLC, you can continue with the dissolution process. Check out if this is also how to terminate an LLC in Kentucky, or dissolve LLC in Ohio.
How to Dissolve a Foreign LLC in Nevada
A foreign LLC – i.e. an LLC set up outside Nevada – must be dissolved in accordance with applicable state law in the jurisdiction in which the LLC was registered. If your foreign LLC was qualified to do business in the State Of Nevada and you wish to cease its operations, you must file a Certificate of Cancellation For a Foreign Limited Liability Company Registration with the Nevada Secretary of State.
Information needed in this document is as follows:
- LLC name
- Alternate name used in Nevada (if applicable)
- Nevada state I.D. number
- Effective date and time of dissolution
- Signature of LLC member/manager
The same $100 fee applies for processing these applications, which can be submitted online or by mail. The address is as follows:
- Secretary of State
- Amendments Division
- 202 North Carson Street
- Carson City NV 89701-4201
Again, if your LLC was registered in a different state, you will need to follow the dissolution process applicable in the state in which it was registered.
How to Get a Tax Clearance (If Necessary)
It is important to note that you may not be able to dissolve your business in Nevada until you have fulfilled all of your tax obligations. If you pay your tax regularly and are up to date with all your tax payments at the time of your application, you will be cleared to file for dissolution. If there are any outstanding tax payments on your records, they will need to be addressed before you can close your company.
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If you are concerned that your LLC may not be able to close as planned due to insurmountable tax bills you may struggle to pay, seek legal support from a qualified business attorney. You may still be able to close your business but will need to make the necessary arrangements with the state department to get the affairs of your limited liability company in order.
Winding Up Business
Legislation in Nevada is slightly ambiguous when it comes to winding up business when looking to dissolve a limited liability company. However, it is absolutely essential to ensure you both get your taxes in order and issue a notice to your creditors that you intend to cease operations by a specified date.
This is to inform your creditors that not only can your business no longer take on any further debts, but will also indicate your intention to settle any existing debts or unresolved matters with your creditors. All of which should ideally be taken care of by the date of your LLC’s dissolution, or in the form of a legal agreement reached to repay your debts after your business has closed.
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It is also worth noting at this point that distributing remaining LLC assets to members and managers can only occur after you pay your debts and settle all other priority expenses. Distribution of assets is therefore technically the final stage in the process and cannot begin until you have resolved your outstanding debts.
Once again, legal support should be sought at the earliest possible stage, if you have any questions or concerns regarding your ability to resolve outstanding issues with your creditors.
Additional Information About LLC Dissolutions in Nevada
On a final note, business owners filing for dissolution must be aware that from the effective date of LLC closure, the name of their business will once again become available. The business will no longer be registered under its previous name, which means that anyone wishing to do so can set up an LLC and use the name of your former business.
In addition, there are instances in Nevada where the state may take action against a business and close it involuntarily – aka administrative dissolution. For example, if you fail to complete the dissolution process properly, fail to renew your State Business License, or fail to file your annual report on time, your LLC may subsequently be dissolved by the state.
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After which, it is possible to apply for reinstatement within the next five years, though doing so means paying a variety of penalty fees and delinquent filing fees. As the process can be time-consuming, complex, and potentially costly, it should be attempted only with the support of a qualified legal professional.
In Summary…
With or without direct legal advice, filing the articles needed to dissolve a business in Nevada is quite straightforward. It’s simply a case of submitting the right forms to suit your business type and ensuring your affairs and taxes are in order.
However, it is important to begin the process at the right time and plan ahead, just in case any snags or delays occur along the way. The services of a business attorney may prove invaluable, but most of the process can be handled with no need for formal legal representation.
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