Sometimes, a company owner decides to no longer conduct business. No matter what the reason may be, one thing is true. You have to make sure that you end the business operations officially.
Dissolve An LLC In Nevada
Once you have decided to push through with the closure of your business, you will have to do a variety of tasks. You will have to follow the process on how to dissolve an LLC in Nevada properly. Failure to do so comes with consequences. Your company will continue to have tax liabilities and may even face penalties.
You registered your LLC with the state when you formed it through the submission of paperwork. Likewise, you will also have to file paperwork with the Secretary of State to dissolve it. Not only will it formally end the company’s existence, but it will also put it beyond the reach of its creditors.
A Quick Guide
The first thing you should do is to review the operating agreement and other formation documents of your LLC. Check if it contains a section identifying the rules on how to dissolve your business. Usually, LLCs need a percentage of votes from members affirming the dissolution. Your company’s documents may also include information on when to meet and vote.
If your LLC’s operating agreement does not have a provision related to the closing of the business, you can follow the LLC Act of Nevada. It includes an alternative method that LLCs can do. Your LLC can get an affirmative vote or a written agreement from all members. What is important is to record the decision in the official minutes of the meeting or draft a written consent form.
Once you finalize the decision, you will have to follow a few simple steps. Make sure you understand each step to ensure compliance with state laws.
- Close tax accounts. LLCs operating in Nevada have various tax accounts. Before filing for dissolution, you will have to pay all taxes and fines with the state. If your company ever had employees in the state, you will need Unemployment Insurance Tax and Employee Withholding Tax. If the LLC ever sold taxable services and goods, you will have Sales and Use Tax. Check the state regulations if you only have to file a final return to the related agency, or if you have to submit official paperwork. Additionally, when filing taxes, your company has to state that it will be its final federal tax return.
- Take care of winding up affairs. Even after the dissolution, your Nevada LLC can continue to exist. However, the sole purpose of its existence is to take care of final matters. This process is known as the winding up of the company. You can choose a member, manager, or team to handle these affairs.
According to the LLC Act of Nevada, your company has to include the following tasks:
- Prosecute and defend lawsuits and other actions against or by the company
- Collect and pay obligations
- Dispose of and convey properties
- Distribute assets
When distributing assets, the company has to prioritize its creditors. Once everything is in order, your LLC can distribute among the members. For this step, you may have to consult the operating agreement of the LLC.
- Submit a completed Articles of Dissolution form. All Nevada LLCs that wish to dissolve voluntarily have to file Articles of Dissolution with the Secretary of State by mail. It comes with a $100 filing fee. The articles will need you to provide basic information about the company.
- LLC name
- A statement that the company have paid all the debts, liabilities, and obligations or that it has created a provision to settle them
- A statement that the LLC has distributed all remaining assets and properties among the members based on the respective rights and interests of each of them
- A statement that there are no pending lawsuits against the LLC in any court or that the company created a provision that it will satisfy any judgment, decree, or order for any pending lawsuit against it
The company will be able to choose when the Articles of Dissolution takes effect. You can choose the date, but it should not be more than 90 days after you file the paperwork. A manager or member of the LLC has to sign the articles before filing.
Aside from this document, your company also has to submit a custom order form. It is to provide basic information on how the Secretary of State will process your articles. After submission, your company will have to wait approximately a week for the state to finish the processing of the documents. You can also request for expedited service from the Secretary of State by paying an additional fee.
- $125 for 24 working hours
- $500 for two hours
- $1,000 for one hour
If your LLC is registered or qualified to conduct business in another state, you have to file separate forms to end the company’s right to do business in that state. The form may vary depending on the state laws. Check the websites of the Secretary of State of all states where your LLC operates to ensure compliance in all of them.
Dissolving and winding up of an LLC in Nevada is only a part of the whole closing process. You may have to do additional tasks. If you need guidance on how to dissolve an LLC in Nevada properly, check out the services of DoMyLLC. We have a team of experts that is always ready to provide live support. Additionally, we can also provide personalized solutions. This way, you can be sure that what we do is suitable for your LLC’s needs.
Closing a company can be hard for a business owner. Having to deal with a multi-step process can add to the stress. Let us handle the paperwork for you so that you can focus on other responsibilities and tasks that you have to deal with.
Business Filing Section