A limited liability company, or LLC, is an independent legal entity that will continue to exist, regardless of the status of its owners, unless officially dissolved. In Nevada, the managers of an LLC can file articles of dissolution with the state by visiting the Secretary of State's website. The website contains all of the information needed to prepare a filing that complies with the dissolution provision of the Nevada Limited Liability Company Act. The LLC is considered officially dissolved once the articles of dissolution are accepted by the state.
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Call a meeting of LLC members, or owners. Vote to dissolve the company and adopt a resolution to that effect. Pay all outstanding obligations of the company, and distribute the remaining assets to the members in proportion 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 dissolving the company.
Go to the business center section of the Nevada Secretary of State website (see Resources). Select the "Close a Business" link from the sidebar menu. Follow the "Limited Liability Company" link in the "Select Business Type" section.
Download "Articles of Dissolution for a Nevada Limited-Liability Company." If you are dissolving an LLC that has not commenced business operations, download "Articles of Dissolution for a Nevada Limited-Liability Company Before Commencement of Business" instead. This document is a one-page, state-approved, fill-in-the-blank PDF form for registering the dissolution with the state.
Fill out the articles of dissolution. The document requires the name of the LLC and the signature of a manager or member, attesting to the fact that debts have been paid, assets distributed and there are no pending lawsuits against the LLC.
File the articles of dissolution with the state. The articles can be filed by mail or in person, and require the appropriate filing fee -- $100 as of November 2010. The dissolution is effective as of the day the filing is accepted by the state, unless you include a letter with the filing requesting the dissolution become effective at a later date that is no more than 90 days in the future.
Tips & Warnings
- Dissolving an LLC with the state is only the first step in closing down a business and winding up affairs. Additional activities include notifying customers or clients, closing accounts and filing final tax returns. Seek the advice of a business expert or consult appropriate reference material for further information.
References & Resources
- Articles of Dissolution for a Nevada Limited-Liability Company
- Nevada Revised Statutes: Chapter 86: Limited Liability Companies
- Business.gov: Closing a Business
- FindLaw: A Road Map to Closing Down Your Business
- Citizen Media Law Project: Limited Liability Company
- FindLaw: Checklist for Dissolution and Winding Up
- SCORE: Business Tools
- U.S. Small Business Administration: Small Business Planner
- Nevada Secretary of State: Business Center
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