How to Dissolve an LLC in Nevada

By Tom Speranza, J.D.

How to Dissolve an LLC in Nevada

By Tom Speranza, J.D.

A limited liability company (LLC) is an independent legal business entity that exists outside its members. In the state of Nevada, an LLC continues to exist until its members file a dissolution and the Secretary of State approves the filing. The LLC's members must take several steps before filing the dissolution paperwork.

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1. Review the articles of organization.

Often, either the articles of organization or the operating agreement for a Nevada LLC contemplates dissolution of the LLC. If so, dissolve the LLC in compliance with those provisions. For example, the articles or operating agreement might require the LLC to repay any capital contributions before distributing assets upon dissolution of the LLC. The documents may also allow one of the members to continue operation of the business. Regardless, when dissolving an LLC in the state of Nevada, the company must meet a number of legal requirements.

2. Hold a meeting of the members.

To dissolve an LLC in the state of Nevada, call a meeting of the members of the LLC. The members of the LLC must adopt a resolution calling for its dissolution. Preferably, this is memorialized in writing. Further, the LLC must pay all debts and distribute its remaining assets.

When dissolving an LLC, it can be helpful for the members to appoint a manager or a single member of the LLC to oversee wrapping up the business. Again, the members of the LLC must formally approve this action, and the best practice is to memorialize the appointment in writing.

3. Complete articles of dissolution.

Next, access the website of the Nevada Secretary of State, and find Dissolution of Limited-Liability company. Complete the online articles. The document requires the signature of a manager or member. By signing the articles of dissolution, the signer states that the LLC has paid its debts and distributed all remaining assets.

4. Pay the appropriate fee.

The website also provides the amount of the fee for filing the articles of dissolution. Pay the fee when you file the articles of dissolution for the LLC. You can file the articles of dissolution and pay the fee online, by mail, or in person.

When the state of Nevada accepts the dissolution paperwork, the dissolution of the LLC is official and complete.

To dissolve an LLC in Nevada, the company must call a meeting of the members, and the members must pass a resolution to dissolve the LLC. They must consult the articles of organization and any operating agreement for procedures relating to dissolution of the company. Members must comply with the terms of those documents when dissolving the LLC. The LLC must pay all debts and then distribute the remaining assets. Articles of dissolution for an LLC are available on the website of the Nevada Secretary of State. The articles must be completed and signed by the manager or one of the LLC's members. The appropriate fee must be paid upon the filing of the articles of dissolution. The dissolution of the LLC is official when accepted by the state of Nevada.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.