Have you decided to stop transacting business with your Nevada limited liability company? The state of Nevada legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Nevada.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Nevada is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Nevada.
How to Dissolve a Domestic Nevada LLC
Any Nevada LLC that wishes to dissolve must file the Articles of Dissolution (along with the Customer Order Instructions Form) with the Secretary of State’s office. The Articles of Dissolution require the following information:
- 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
The Customer Order Instructions Form simply requires payment information and a return address.
You can file both of these forms online or on a paper form. Either way, you will need to include a $100 fee. Once you have provided all of the necessary information, you can submit the form and payment online or to the following address:
Secretary of State
Amendments Division
202 North Carson Street
Carson City NV 89701-4201
The Nevada Secretary of State has a “Processing Dates” page on their website that displays the current turnaround times for business filings submitted on paper forms. At the time of this writing, the state was taking roughly six business days to process paper filings, although this will obviously vary. If you file your documents online, the state will process them the same day at no extra charge.
How to Dissolve a Foreign LLC in Nevada
Do you need to dissolve a limited liability company based outside of Nevada, but qualified to transact business within this state?
In Nevada, foreign LLCs will need to file the Certificate of Cancellation For a Foreign Limited Liability Company Registration (along with the Customer Order Instructions Form) with the Secretary of State’s office. This form will require the following information:
- 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 Customer Order Instructions Form allows you to provide your payment information and any additional requests related to the filing.
Just like the Articles of Dissolution, the Certificate of Cancellation requires payment of a $100 filing fee and may be filed online, by mail, or in person. If you plan to pay by check, you will need to make it payable to the “Secretary of State.” Once you have filled out both forms and included your payment, you can submit the documents online or mail your filing to this address:
Secretary of State
Amendments Division
202 North Carson Street
Carson City NV 89701-4201
You can check the state’s current paper filing times on the Secretary of State’s website, and online filings will always be processed the same day at no extra charge.
What Else Do I Need to Know About LLC Dissolutions in Nevada?
Nevada does not offer name protection for voluntarily dissolved businesses. This means that the day after your dissolution is processed, anyone else can claim your business name.
In Nevada, it is also possible for LLCs to be administratively dissolved. This can happen if an LLC fails to file its annual report in a timely manner, fails to renew its State Business License, or fails to properly dissolve. In any case, a dissolved business has up to five years from the date of dissolution to file for reinstatement. This requires payment of all delinquent filing fees, as well as penalty fees for missing the deadline. You would also need to fill out several forms, including a Certificate of Reinstatement, a new Initial/Annual List, a Registered Agent Acceptance form, and the Customer Order Instructions form.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Filing for dissolution is pretty simple in Nevada. The forms are simple and the Secretary of State can generally process the paperwork the same day you file it (if you file online). However, the filing fees are higher than in most other states.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Nevada LLC!