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NEVADA DISSOLUTION

Some businesses can go on forever but what happens if you feel that your business entity needs to be closed down? It is never an easy decision keeping in mind the fact that you had to go through several processes to form, register, or incorporate your company. At the same time, Nevada dissolution is also a process for which you will be required to file necessary paperwork.

Introduction – Dissolution of Corporation or LLC

Whether your company is an LLC or a business corporation in Nevada, dissolution means that the company is legally closed or becomes in-operational. The legal process of Nevada dissolution is carried out in good faith, with the federal and state governments’ acknowledgement. Dissolution of a business entity officially ends the future responsibility of a business owner towards debts, taxes, and other commitments.

Nevada dissolution of LLCs or a business corporation can be due to many reasons including low cash flow, declaring bankruptcy, mismanagement, partnership or ownership disagreements, among others. If you are planning to dissolve your corporation or LLC, what is the process?

Dissolve a Nevada Corporation

Nevada Dissolution of Corporation is possible only after you have submitted a Certificate of Dissolution or Withdrawal of Profit Corporation along with the appropriate fee and Customer Order Instructions forms to the Secretary of State. The Certificate of Dissolution can be filed through mail, in-person, fax, or email.

Three types of Nevada dissolution of corporation are possible and they are:

  • Dissolution before payment of capital and beginning of business in accordance to NRS 78.575:This type of dissolution is for businesses that have not become operational and for which there has not been any payment of capital. The undersigned normally comprise of a majority of the board of directors or incorporators.
  • Dissolution before or after issuance of stock and after beginning of business pursuant to NRS 78.580:According to NRS 78.580(1) and (2), if the resolution for dissolving the corporation in question has been approved by both or all the directors or the directors as well as stockholders.
  • Withdrawal of foreign profit corporations qualified to do business in Nevada pursuant to NRS 80.200:The said corporation will notify the Nevada Secretary of State of their intention to surrender its right to transact business in the state by dissolving the company.

It is important to note that post Nevada dissolution of corporation, the business entity will not be able to carry out any business except for anything concerning the winding up of its business affairs.

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Dissolve a Nevada LLC

Nevada Dissolution of LLC is possible only after you have submitted Articles of Dissolution for a Nevada Limited Liability Company pursuant to NV Rev Stat § 86.531 (2013) along with the appropriate fee and Customer Order Instructions forms to the Secretary of State. The Articles of Dissolution can be filed through mail, in-person, fax, or email.

According to NRS 86.531 Articles of dissolution, a Nevada Limited Liability Company can prepare their articles only when:

  • The company has paid all debts, obligations, and liabilities and have made provision for distribution of any and all remaining assets and property to the members.
  • The company doesn’t have any suits that are pending against the LLC in any court. It is important to ensure that adequate provisions have been made for satisfying any order, judgment, or decree against it.

Apart from this, when filing for Nevada dissolution of LLC, ensure that the articles are signed by any of the following:

  • A manager of the LLC if the management of the said Limited Liability Company is vested in a manager
  • A member of the LLC if the management of the said Limited Liability Company is not vested in a manager
  • If there are no managers or members remaining then a personal representative of the last remaining member as specified in the operating agreement or the articles of organization

It is important to note that post Nevada dissolution of LLCs, the business entity will not be able to carry out any business except for anything concerning the winding up of its business affairs.

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How long the process takes?

You are probably wondering how long it will actually take to dissolve your Limited Liability Company or Business Corporation. It is important to know that once you have submitted Nevada Dissolution documents like Certificate of Dissolution or Articles of Dissolution along with a fee of $100 for either types of business, the processing can vary from one week to 10 days. The Nevada Secretary of State reserves the right to extend the processing period when faced with staff shortage or extreme volume.

There is also the option for expediting the process but there will be a higher fee for the same. Expediting Nevada Dissolution will draw a fee varying from $25.00 to $1000.00 per filing and/or order.

If you are planning to dissolve your Limited Liability Company or Business Corporation then IncParadise can make the process smooth and quick!

We can provide our expertise in completing paperwork and submitting it on your behalf. The State filing fee of $100 + $89 is all that IncParadise will charge for paperwork and filing.

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