REINSTATE A NEVADA LLC COMPLETE GUIDE
When does a business entity require to be reinstated? There is a variety of Nevada compliance requirements that a business entity needs to meet or manage. There are times when a business entity might miss their tax filing deadline or annual list submission deadline. This can lead to losing a good standing with the state and the Secretary of State has the power to administratively dissolve the company as well. When a company is administratively dissolved or loses its good standing then this can hamper its growth and future. In such a scenario, you will have to reinstate Nevada LLC so that the business does not damage its credibility or good standing in the state.
How do I reinstate my company?
Setting up a business in the state of Nevada and keeping it in the “Good Standing” list by maintaining compliance is one of the toughest processes for any business. That is not all, it is an ongoing process because a single mistake like late filing of documents or taxes or fee can lead to dissolution of the business. Once the business license is revoked, it will affect the overall growth of the business.
The big question is – Can a limited liability company get past the dissolution? Yes. This is possible through Nevada secretary of state reinstatement but prior to that you need to identify the different situations that can put a business in the “Not Good Standing” list and which situation requires your business to opt for reinstatement.
The Default Status
A Nevada limited-liability company that fails to file and pay the fee prescribed in NRS 86.263 and 86.264 along with their articles of organization within the stipulated time is in default. An LLC is also required to submit an initial list along with the prescribed fee required by subsection 1 and annual list required by subsection 2 of the NRS 86.263 accompanied by a declaration under penalty of perjury that it has complied with the provisions of chapter 76. If the said LLC fails to submit the lists along with the fee then the Nevada Secretary of State shall deem the limited liability company to be in default. As a result, such an LLC will be required to pay the fee and penalty to get their “active status”.
The Revoked Status
If your Nevada LLC fails to file their initial list or annual list along with the fee for a period of one year as prescribed by NRS 86.272 then the business license or “good standing” status will be revoked. If an LLC fails to comply with the requirements prescribed in NRS 86.274, the Secretary of State can take any action deemed necessary and this includes the suspension or revocation of the business license. In such a scenario, your Nevada LLC will not be able to conduct business in the state. Hence, it is important to apply for Nevada secretary of state reinstatement as soon as possible so that your business is back in “good standing” with the state. This way, you can start conducting transactions with immediate effect.
How to reinstate my Nevada LLC?
If your business license has been revoked or the right to transact business is forfeited, how can you reinstate Nevada LLC? It is important to know that a domestic LLC in the state can be reinstated if specific documents are submitted or fees are filed pursuant to NV Rev Stat § 86.276 (2017) with the secretary of state. In order to reinstate, you will have to follow the procedure mentioned below:
Nevada secretary of state reinstatement of any limited liability company that has forfeited their right to transact business in the state will ensure that the said LLC has the right to carry on business in this state and is able to exercise its immunities and privileges, if the business files the following with the Secretary of State:
- A list as required by NRS 86.263, which consists of the name of the limited liability company, file number, names and titles of all of its managers, address, either residence or business, and signature of a manager among others.
- A statement as required by NRS 86.264 i.e., additional filing requirements for certain companies if applicable
- Information required pursuant to NRS 77.310 (Appointment of registered agent)
- A declaration under penalty of perjury, on a form that is being provided by the Secretary of State. It states that a reinstatement has been authorized by a court of competent jurisdiction in Nevada
In order to reinstate Nevada LLC, the business entity in question has to pay to the Secretary of State:
- The filing fee and penalty as set forth in NRS 86.263 and 86.272 for each year when it failed to file the required annual list in a timely manner
- The fee set forth in NRS 86.264, if applicable.
- A fee of $300 for reinstatement
The filings can be submitted at the office of the Secretary of State by mail, through fax, and in person along with the applicable fee and penalty. It has to be mailed to the Secretary of State, Status Division, 202 North Carson Street, Carson City NV 89701-4201. Fax: 775-684-7123
Note: If the charter of a business entity has been revoked pursuant to the provisions of NV Rev Stat § 86.276 (2017) and has remained revoked for a period of 5 consecutive years then the charter cannot be reinstated.
IncParadise can file the same for you
How do you revive a Nevada LLC? It is important to know that except as otherwise provided in NRS 86.246 NRS (Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers) or NRS 86.278 (Defaulting companies – Reinstatement under old or new name – regulations), an LLC can apply for renewal or revival pursuant to NV Rev Stat § 86.580 (2013) and this dates back back to the date on which the LLC’s charter was revoked. It will then be renewed or revived as if the limited-liability company’s charter and right to transact business had never been revoked in the first place.
Can I change my Registered Agent at the time of reinstatement?
Yes, you can change your registered agent at the time of Nevada reinstatement pursuant to NRS 77.340 – Model Registered Agents Act. You will have to file the “Statement of Change of Registered Agent by Entity” form as a separate form or as part of the “Certificate of Reinstatement” form.
IncParadise is one of the reputable and top registered agents in the state of Nevada and we can help you reinstate Nevada LLC with ease.
Tax Clearance or Tax Good Standing before reinstating
There are several states in the USA that requires businesses to obtain a “Tax Good Standing” or “Tax Clearance” certificate prior to filing for a Nevada reinstatement. In the state of Nevada, it is known as a Tax Clearance Certificate or simply a Certificate of Good Standing. This certificate is issued by the Nevada Department of Taxation to an LLC, Corporation, or a Sole Proprietorship that meets its Nevada tax obligations.
You will be required to obtain this certificate prior to filing to reinstate you Nevada LLC.
You have to get this certificate before filing to reinstate your Nevada Corporation and you will need the following:
- A Domestic or Foreign business entity should be registered as a legal entity with the Nevada Secretary of State
- The Nevada LLC in question should have paid the Nevada state taxes as well as any outstanding fee or penalty.
- The Nevada LLC should not be in a default or on the list of suspended businesses
Once you apply for a Nevada Tax Clearance Certificate, the process can take from weeks to months but we at IncParadise can help in speeding up the process by contacting the Nevada Department of Taxation on your behalf.
How IncParadise helps you?
If a business license get revoked or if the office of the Nevada Secretary of State defaults a business or the right to transact business is forfeited then not only does the business lose their “good standing” but it affects the growth of that business as well. The question is can a business entity in default get back into the good standing list in the state of Nevada.
It is possible through filing of necessary paperwork and forms to reinstate Nevada LLC and this is where IncParadise can play a vital role by assisting you with getting your company into the “good standing” list.
IncParadise will provide the following assistance towards Nevada reinstatement:
- Pending Tax/Fee: Our team of experts will not only help you to identify if there are any pending Nevada tax or fee but also provide guidance regarding filing of taxes or fee. This is one of the main reasons why businesses forfeit their right to transact business in Nevada.
- Reinstatement Forms: Different types of business entities require different Nevada secretary of state reinstatement forms. We will ensure that you fill up and submit the correct form. If you require help filling the form then we can provide assistance on same.
- Examine and Submit: We will examine your Reinstatement Form and check if you have provided all the information required so that it is ready for submission. We can also submit the form on behalf of your LLC with the Nevada Secretary of State – Status Division.
- Reinstatement: We will notify you or provide you with a file stamped copy of the Certificate of Reinstatement.