A limited liability company, or LLC, will continue as an inactive entity, even without its owners, unless officially dissolved. The managers of a Nevada LLC can visit the Secretary of State’s website to file articles of dissolution. All of the information regarding dissolution provisions of the Nevada Limited Liability Company Act can be found on the site. Once the state accepts the articles of dissolution, the LLC officially dissolves.
Meet with Members and Agree on Dissolution
To begin dissolving your company, you’ll need to call a meeting of LLC members or owners. At the meeting, you will vote to dissolve the company and adopt a resolution. Be sure to pay all outstanding obligations of the company, and distribute the remaining assets to the members in accordance to their ownership interests. The Nevada Limited Liability Company Act requires an LLC to pay all debts and to distribute all of the remaining property and assets to the members before a company can officially dissolve.
Obtain Dissolution Paperwork
Dissolution paperwork is found in the business section on the website of the Nevada Secretary of State. Select the “Close a Business” link. Follow the “Limited Liability Company” link in the “Select Business Type” section. Download “Articles of Dissolution for a Nevada Limited-Liability Company.” This document is a one-page, state-approved, fill-in-the-blank PDF form for registering the dissolution with Nevada. Fill out the articles of dissolution with the name of the LLC and the signature of a manager or member stating debts are paid, assets are distributed, and there are no pending lawsuits against the LLC.
File the Articles of Dissolution
Next file the articles of dissolution with the state. The articles can be mailed or filed in person, with a $100 filing fee. The dissolution is effective on the day the state accepts filing, unless you request a later date, which must be included with your submission. Additionally, this request must fall within a 90 day period.
Things to Remember
Dissolving an LLC with the state is only the first step in closing down a business. Be sure to notify customers or clients, handle closing accounts, and file final tax returns. One of our business experts or consultants at NCH, Inc. can provide you with the appropriate reference material for further information.