How To Dissolve an LLC in Nevada: Everything You Need to Know
Do you want to know how dissolve an LLC in Nevada? Your LLC is officially registered with the State of Nevada.3 min read
2. Judicial Dissolution
3. Voluntary Dissolution
4. Distribution of Assets
5. Filing Fees to Either Dissolve or Cancel a Nevada LLC
6. Processing the Filing
7. Penalty for Not Dissolving Properly
How to Dissolve an LLC in Nevada
Do you want to know how dissolve an LLC in Nevada? Your LLC is officially registered with the State of Nevada. To end its formal existence as a state-registered company and put it out of reach for its creditors begins through a process called dissolution.
Under its articles of organization, an LLC can be dissolved:
- at any time specified those articles,
- upon the occurrence of a specified event in the operating agreement,
- by an affirmative vote of all of its members, or
- through the entry of a decree of judicial dissolution.
During a judicial dissolution of an LLC, the law states that a District Court can decree dissolution of an LLC whenever the circumstances dictate that it is not reasonably practicable to continue the company’s business in line with either its articles of organization or operating agreement.
To voluntarily dissolve an LLC, you should first look to the company’s operating agreement. Usually, the operating agreement will contain a section with rules discussing dissolving the company. When dissolving, you will need to complete the Nevada form titled "Articles of Dissolution for a Nevada Limited-Liability Company." Note that this form requires the LLC’s name of and a signature from the managing member. If the LLC does not have a managing member, a standard member may sign.
At this point, you can file for dissolution by submitting the form, complete with the requisite information, to the Nevada secretary of state's office. It has a minimum filing fee of $100. You can request expedited processing services or you can add additional companies to the completed dissolution list by paying additional fees.
When dissolving an LLC, distribution of the LLC’s assets will be according to the following priority:
- to the LLC’s creditors, including those members who are creditors;
- to the members based on their right to the LLC profits and other compensation, through income on their distribution; and
- to members based on their capital contribution to the LLC..
Distribution of Assets
Upon distribution of the LLC’s assets, you must prepare articles of dissolution that set forth
- The name of the LLC;
- A statement that the LLC has been or will be dissolved; and
- The LLC’s effective date and time of the dissolution, which can occur no later than the effective date of the articles of dissolution.
- The articles of dissolution must be signed by one of the LLC’s managers, or, if there is no manager, by a member of the LLC.
The signed articles of dissolution must be filed with the Nevada Secretary of State. At this point, the dissolution becomes effective and the company ceases to legally exist, except with respect to suits, various proceedings, and any other appropriate action as needed under the statute.
Once completed, the manager has authority to distribute LLC assets, which includes any property of the company discovered during dissolution, to convey real estate, and take any action that may be necessary on the behalf of the dissolved company.
Filing Fees to Either Dissolve or Cancel a Nevada LLC
For an additional $500, you can have expedited service. This allows a dissolution to occur within two hours. For expedited service of one hour, the additional fee isl $1,000. Also consider that your registered service agent may be able to help you with this process.
Processing the Filing
Usually a dissolution request will be processed in approximately 1 week. As mentioned, the process can be expedited. After the process is complete, you will receive a confirmation in the mail. You will can also confirm that your document was filed from their website.
Penalty for Not Dissolving Properly
If your LLC has been revoked for not dissolving properly and you wish to re-register, you will be required to pay all delinquent annual fees and late penalties. LLCs pay $125 annually and a $75 late penalty for missed listings.
LLCs also pay $200 annually for business license filings and a $100 late penalty, if applicable. There may also be a reinstatement fee of $300.
If you need help with dissolving your LLC in Nevada, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.