Key Takeaways

  • Nevada LLCs can be dissolved voluntarily, judicially, or automatically under specific terms in the operating agreement.
  • Before filing Articles of Dissolution, the LLC must settle debts, notify creditors, and distribute remaining assets.
  • Dissolution requires filing with the Nevada Secretary of State and paying required filing fees ($100 minimum, with expedited options).
  • Failing to properly dissolve leads to penalties, including reinstatement fees and late annual report penalties.
  • Nevada allows both dissolution (when the LLC has not yet started business or has ceased activities) and cancellation (to formally end its existence).
  • Members should also close tax accounts with the IRS, Nevada Department of Taxation, and the Department of Employment, Training, and Rehabilitation (if employees were hired).
  • Timeframes: standard processing may take a week, but expedited processing can finalize within one or two hours for an extra fee.

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.

Reasons for Dissolving an LLC

Business owners choose to dissolve an LLC in Nevada for various reasons. Some LLCs are formed for a specific project and end once the project is complete. Others may dissolve due to financial challenges, disputes among members, or a strategic decision to restructure the business. An LLC can also be dissolved if it never commenced operations or if members decide another entity type better suits their goals.

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.

Voluntary Dissolution

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:

  1. to the LLC’s creditors, including those members who are creditors;
  2. to the members based on their right to the LLC profits and other compensation, through income on their distribution; and
  3. to members based on their capital contribution to the LLC.

Steps to Voluntarily Dissolve a Nevada LLC

To complete voluntary dissolution in Nevada, members should:

  1. Review the operating agreement – Confirm voting requirements and dissolution procedures.
  2. Hold a member meeting – Approve dissolution through the required member vote.
  3. Settle debts and obligations – Pay creditors, vendors, and outstanding liabilities.
  4. Notify creditors and claimants – Provide notice of dissolution so they may file claims.
  5. Distribute remaining assets – Allocate assets in accordance with the operating agreement or state law.
  6. File Articles of Dissolution – Submit the official form to the Nevada Secretary of State with the filing fee.
  7. Cancel business licenses and permits – File a cancellation of your state business license and any city or county permits.
  8. Close tax accounts – Ensure the Nevada Department of Taxation, the Department of Employment, Training, and Rehabilitation (if employees), and the IRS are informed.

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.

Tax and Regulatory Filings

Dissolving an LLC in Nevada requires more than just distributing assets. The business must also:

  • File a final federal tax return with the IRS (Form 1065 for partnerships or Form 1120 for corporations taxed as such).
  • File a final state tax return with the Nevada Department of Taxation if applicable.
  • Pay all outstanding state business license fees and annual list fees.
  • File required employment reports and withholdings if the LLC had employees.

These steps prevent future liabilities and ensure the state recognizes the LLC’s termination.

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.

Dissolution vs. Cancellation

Nevada distinguishes between dissolving and canceling an LLC:

  • Dissolution occurs when an LLC has started conducting business but is now winding up.
  • Cancellation typically applies to LLCs that never commenced business, or foreign LLCs that wish to withdraw from Nevada.

Both actions require filing appropriate forms with the Secretary of State, but the terminology matters when determining which documents to use.

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.

Notifying Stakeholders

Even after filing dissolution paperwork, LLC members should take practical steps to notify all stakeholders:

  • Suppliers and vendors – End contracts and resolve outstanding payments.
  • Customers or clients – Provide notice and fulfill pending obligations if possible.
  • Employees – Issue final paychecks and file required employment termination reports.
  • Banks and service providers – Close business bank accounts and cancel recurring subscriptions or leases.

This helps avoid future disputes and protects the LLC members from ongoing liabilities.

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.

Frequently Asked Questions

  1. What form is required to dissolve an LLC in Nevada?
    You must file the Articles of Dissolution (or Certificate of Cancellation for foreign LLCs) with the Nevada Secretary of State.
  2. How much does it cost to dissolve an LLC in Nevada?
    The standard filing fee is $100. Expedited service ranges from $500 for two-hour processing to $1,000 for one-hour processing.
  3. Do I need to notify the IRS when dissolving my Nevada LLC?
    Yes. You must file a final federal tax return and close your EIN account with the IRS.
  4. Can I dissolve an LLC that has outstanding debts?
    No. All debts and liabilities must be settled before distributing assets and filing dissolution documents.
  5. What happens if I don’t dissolve my LLC properly in Nevada?
    You may face penalties, including late fees, reinstatement fees, and ongoing liability for state taxes and business license obligations.

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