To dissolve a limited liability company one has to take up a set of required steps. In Nevada, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in Nevada, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.
If you have a Nevada LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Nevada LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started. Here are the steps to address for dissolving Nevada LLC.
On this page, you’ll learn about the following:
- How to Dissolve an LLC in Nevada
- After Dissolving Your LLC
- Reasons Behind Dissolving Nevada LLC
- Nevada LLC Dissolution Review
How to Dissolve an LLC in Nevada
Dissolution of Nevada LLC requires three broad procedural steps. Having a Nevada LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Nevada Secretary of State.
Step 1: Follow Your Nevada LLC Operating Agreement
When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-
First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.
- All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
- After that, a formal date for dissolving the LLC will be decided.
- The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
- Finally, the creditors of the business are notified, and the debts of the business are settled.
This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC.
Get a Professional Agent Service
When it comes to a limited liability company dissolution, it is important to get professional help. The Nevada registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services we strongly recommend for you.
Step 2: Close All Tax Accounts
Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax account, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.
You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further process of shutting down your LLC.
Some of the common taxes that limited liability companies have to pay are:
- Unemployment insurance tax
- Employee withholding tax if your LLC has employees.
- If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.
Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.
That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.
While dissolving the Nevada LLC, the owner does not require to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.
Step 3: File Articles of Dissolution
There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Nevada Articles of Formation, one has to file Nevada LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.
- First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of Nevada state.
- You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
- In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
- If you want to dissolve Nevada Foreign LLC then look for the Foreign LLC Dissolution process.
- There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it.
- You must fill in all the important and legal information in the form, so you should be extra careful.
- After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
- After filling in every detail, one should submit the form through an official mail address and make a payment.
- It takes 3-5 business days after filing of articles of dissolution if you are filing it by mail or in-person.
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
Online FIling: Nevada Online LLC Dissolution
Fax: (775) 684-5725
Filing Fee: $100
The LLC you owned is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call that he accepts your expedited dissolutions or not.
Points to Be Noted When Dissolving Nevada LLC
Apart from these three steps, no major dissolution rules are there in Nevada. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.
There are some purposes of LLC that require some attention even after dissolution, known as winding up. The task of winding up includes.
- For a certain period, the property of a business requires preservation.
- If there is any civil case against the LLC, then the owner needs to finish them.
- Settle all the existing disputes of LLC.
- Transfer all the property of LLC to the names of partners.
- Release all the liabilities that the LLC owes to others.
- Rightful distribution of all the assets among members, according to their percentage of partnerships.
Cost of Dissolving LLC
LLC cost in Nevada includes the formation as well as dissolution fees. To dissolve an LLC in Nevada, LLCs have to file an Article of Dissolution. The filing fee is $100. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,
- You can select a payment pick-up option.
- There is an option of direct account transfer through your prepaid accounts.
- LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction state will make.
After Dissolving Your LLC
After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your Nevada LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in Nevada. A registered agent can help you do the needful.
Reasons Behind Dissolving Nevada LLC
Why do people make a company? They create it to have a better aspect in life and create a better living. But many times, they have to dissolve an LLC in Nevada. It can happen to an average company or a company with a huge name in the industry. Dissolution can happen due to a lot of reasons, and here, let’s get you an overview of some,
- The company can require dissolution due to low profits from the company.
- If the owners want to remove a member, they have to dissolve the company.
- Even if a member wants to leave voluntarily, they will have to go for dissolution.
- The death of any member can be a reason for it too.
- If the members want to make some changes in the company and get some new aspects, they need dissolution.
Top Businesses in Nevada!
The economy of the state of Nevada has brought a lot of things into consideration. The state is known as the Silver state of all due to the mining of gold and silver. It is not just about mining, and it has many sectors that lead to the development of the state. If someone wishes to start an LLC in Nevada, they need complete data regarding the state and industries. Here, we have done it for you. Check the top businesses here,
- Tourism: Tourism in Nevada is an important industry. With the help of this specific industry, most people are getting employment. If we were to depict that in numbers, then it is nearly 50% of the workers. Las Vegas has all this tourism and gambling sector, which is creating a spike in the economy.
- Mining: If we think of the state of Nevada as a vehicle, then the mining sector is its engine. It is also the largest export industry, and people are getting most of their gold, silver, and other minerals from this state. More than 89,000 people are employed in this sector, some directly and some indirectly too.
- Manufacturing: The state has a great location, and it is why it is best for the distribution and manufacturing of the products. With the help of this industry, the total output turned out to be $8.1 billion for the state. Most of the workforce, say 40%, is in the manufacturing industry and leads to more exports.
Nevada LLC Dissolution Review
Time needed: 5 minutes.
Here’s a recap of the steps you must follow when dissolving your Nevada LLC. Click on the steps in this list if you want to read the full detail.
- Follow Your Nevada LLC Operating Agreement
Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
- Close All Tax Accounts
Make sure you close all your tax accounts to avoid incurring further costs.
- File Articles of Dissolution
File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.
What is the Cost to Dissolve an LLC in Nevada
If you are wondering, “How much does it cost to dissolve an LLC in Nevada?” then this article is for you. By the time you’re finished reading, you’ll have a clear understanding of what dissolving an LLC in Nevada involves. You’ll know how much it’ll cost to dissolve an LLC in Nevada and avoid making costly mistakes in the process. But what about the other legal issues that arise when dissolving an LLC in Nevada?
Yes, in Nevada, there is a fee of $100 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Nevada SOS.
No requirement of revenue department clearance is required until the SOS of Nevada accepts the dissolution form.
The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.
If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.
Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.
Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. Get a professional service to get everything done. We hope this article helps you to close your LLC in Nevada. If you have any query do let us know in the comment box.