When a Limited Liability Company (LLC) is to be dissolved in the state of Nevada, particular steps, as outlined by the office of the Secretary of the State of Nevada, have to be followed in an orderly manner.
If you are shutting down your business due to personal reasons or due to the fact that you have accomplished what you wanted to, going through this process allows you to comply with the laws of the state and avoid any unnecessary penalties.
In this guide, we will take you through the steps that will allow you to dissolve an LLC in Nevada and we will give tips that will enable you to make the process easier.
1. Hold a Meeting and Vote on Dissolution
Before any official steps are taken, the members of the LLC have to reach a consensus that the said business is to be dissolved. Review your LLC’s operating agreement for any stipulations that pertain specifically to the procedures for the LLC tax dissolution. Usually, this comprises of the following:
✅ Convening a meeting: Give all the members notice and arrange a meeting where a vote will take place on dissolution.
✅ Recording the vote: A resolution about the company’s liquidation should be made and its resolutions and decisions made at such meetings on vote counting and subsequent provisions are placed on the record.
If your operating agreement does not name the procedures for dissolution, You will dissolve your LLC under Nevada state laws. Generally, a majority or unanimous consent may be required from the members depending on the structure of your LLC.
2. File the Articles of Dissolution
Formally informing the state of Nevada that your LLC is closing its doors forever using the Articles of Dissolution is the following step. From the Nevada Secretary of State’s website, get the Articles of Dissolution form and start filling it out with the details of your LLC. In this case, there are several steps to follow They are as follows:
✅ Start by obtaining the form: Get the relevant forms from the Nevada Secretary of State’s official page or you can send an email requesting the form.
✅ Complete the Form: Fill in the following information in the article:
- The legal name of your LLC is registered by the state.
- The month and year when members approved the decision to dissolve the LLC.
- Additional information to benefit the reasoning, for instance, if the dissolution has any outstanding obligations or outstanding liabilities that remain.
✅ File the Form: There are three ways to submit the form:
- Online: Nevada’s SilverFlume Business Portal allows for quick electronic submission.
- By Mail: Send the completed form along with the filing fee to the Nevada Secretary of State’s office.
- In Person: Drop off the form at the Secretary of State’s office in Carson City or Las Vegas.
✅ Pay the Filing Fee: The filing fee for Articles of Dissolution in Nevada is $100. Expedited processing options are available for an additional fee.
3. Address Tax Obligations
First and foremost, before you start working on your LLC dissolution, make sure your state and federal tax obligations are fulfilled. So here’s the plan:
✅ Submit The Final Tax Returns: A final federal return should be tendered to the IRS, and another state return should be rendered to the Department of Taxation of the state of Nevada. As the business activity would have ceased, make it a point to mark it on the said return as ‘Final’.
✅ Settle Up All The Taxes Dues: Ensure to pay all outstanding tax dues including:
- Sales tax
- Payroll tax
- Franchise tax if any
✅ Tax Clearance Certificate: In the situation where there is no formal tax clearance certification for dissolution in Nevada, the best approach would be to ensure that all tax accounts are cleared.
4. Cancel Business Licenses and Permits
An LLC in Nevada must apply for and maintain a business license. This document, along with any other local permits, must be canceled before applying for dissolution. Here’s what to do:
✅ State Business License: Contact the Nevada Secretary of State to cancel your state business license.
✅ Local Permits: Local business permits, zoning permits, or even professional permits should be canceled by contacting the city or county offices.
Not canceling any licenses may bring along fines or other expenditures.
5. Notify Creditors and Settle Debts
In the course of liquidation, you still have to advise your LLC’s creditors on the dissolution. It confirms that every single one of such liabilities gets settled before the LLC’s liquidation. Do the following:
✅ Send Written Notices: Inform and instruct your creditors about dissolution in writing and requests as to how they should submit their claims.
✅ Publish a Notice: You may also place a notice in a local paper mentioning the dissolution to inform creditors who are not known to you.
✅ Settle All Debts: Settle loans, accounts payable owed to vendors, and lease agreements along with any other debts to lenders that you have left.
✅ Document Payments: Keep copies of payments made and the records of how creditors were contacted for future reference.
6. Distribute Remaining Assets
Once the debts that are owed alongside the obligations are met, the remaining resources of the LLC can be shared among the members as they wish. Proceed from this point onward:
✅ Review the Operating Agreement: If there is an operating agreement in force in your LLC, it should provide for the manner in which assets can be distributed among the members.
✅ Follow State Laws: Otherwise, in the absence of a governing operating agreement, Nevada law provides default provisions for the distribution of assets.
✅ Document Asset Transfers: Keep a record of all transfers or distributions made together with information concerning the asset transferred or distributed and the member to whom such asset or assets were transferred or distributed with the value of each asset.
7. Close Business Bank Accounts
Once the members have settled the debts and paid out the assets it is time to Shut down the business bank accounts of the LLC which include:
✅ Checking Accounts: Closing any checking accounts that are still utilized for business transactions, any business checking accounts used for daily operations will need to be closed.
✅ Savings Accounts: Make sure that any savings accounts or investment accounts are also closed which have been opened for the purpose of business operations as they may have funds distributed across them.
✅ Credit Accounts: Revoke any business credit cards issued to members and any credit lines opened on behalf of the LLC.
8. Maintain Records
Make copies of each document that was used in the process of liquidating the business and its assets. Some examples include but are not limited to:
- Articles of Dissolution
- Final tax returns
- Notices sent to creditors
- Payment records for outstanding debts
- Asset distribution documentation
Nevada law further extends the period of time for which records must be kept for multiple years so they should be stored properly as well.
Practical Closure of the LLC
✅ Seek Professional Help: If you’re uncertain about any part of the LLC dissolution process always ask a business lawyer or CPA so as to remain compliant.
✅ Plan Ahead: Make it a point to begin the dissolution process long before the deadlines to avoid penalties or incurred losses of a late fee.
✅ Notify Stakeholders: Customers’ suppliers and any other stakeholders have to be notified so that no confusion takes place and the goodwill increases due to people’s awareness.
Conclusion
The process of dissolving an LLC in Nevada is a legal dissolution procedure that is not only complicated but also resource-consuming. However, you can make sure that all the areas of the law and the economy are observed and followed by completing the steps above. If you are well organized in dissolving your LLC, you will be able to do so without facing many hurdles.
For those who find the process tedious, there is EasyFiling LLC, which steps in and helps ease the burden of having to deal with all the paperwork related to dissolving an LLC. We will make sure that we handle every entire process, from filing the required paperwork to ensuring that the necessary regulations are abided by.
To find out more on EasyFiling and how you can make dissolving your Nevada LLC a walk in the park, Book a free consultation.
Frequently Asked Questions (FAQs)
Can you please tell me in which duration an LLC can be dissolved in Nevada?
An LLC in Nevada can take 1 day to 3 days for the dissolution if the filing is done online while filing in person, or via mail can require up to 10 days.
Should I clear all my debts after I dissolve my LLC?
To ensure the smooth end of an operation, it is vital to clear all debts regarding payments and obligations even before the LLC is dissolved. This is to avoid any legal or financial issues.
Is it necessary to have a tax clearance certificate to dissolve an LLC in Nevada?
No, the Nevada state does not ask for a tax clearance certificate formally when an LLC is to be dissolved. However, it is always best to double-check that taxes have all been paid and that all accounts in the company have been closed.
What happens if I fail to file the Articles of Dissolution?
If you fail to file Articles of Dissolution, your LLC remains active in the eyes of the state, and you may continue to incur annual fees, taxes, and penalties.
Am I able to utilize EasyFiling to help dissolve my Nevada LLC?
Definitely yes! EasyFiling can help with almost all the steps needed in order to dissolve your LLC. Help comes with drafting and submitting Articles of Dissolution, dealing with taxes, and submission forms per the relevant laws. Head to EasyFiling.us and begin the process today.
Nabin Adhikari
