Dissolving a Nevada LLC

limited liability company

Not wanting to be held personally responsible for the liabilities that your Nevada LLC incurred during its lifetime? Closing it is the only viable solution. Here’s what you need to know about the process.

When you started your business, you registered it with Nevada officials. Dissolution is the formal process of unregistering it with the same authorities.

Dissolution can occur of your own accord or involuntarily at the court’s behest. To take control and dissolve voluntarily, you must follow any rules you outlined in your LLC operating agreement. For instance, you may have to vote with the company’s other members to decide whether you can dissolve. You should also comply with essential procedures, such as informing voting members about the dissolution meeting beforehand.

What if you still need to include dissolution rules in your operating agreement? In Nevada, you can leverage the LLC Act to dissolve the company simply by having all members agree in writing or vote unanimously to break up. No matter which routes you end up following, you should record the final decision and the decision-making process in the notes of the voting meeting or an independent form, signifying that you obtained consent correctly.

Winding Down the Company

You’ve decided to dissolve the company, but the LLC still exists. The firm isn’t closed for business until you wind down the company, which includes steps like:

· Distributing the remaining assets as necessary;

· Disposing of the remaining property and conveying it to new owners;

· Accounting for remaining obligations and liabilities by collecting or discharging them;

· And handling arbitration, prosecution, defense, negotiation, or other tasks required to resolve outstanding lawsuits that involve the LLC.

These procedures don’t mean you can split whatever’s still in the company’s coffers with your other partners and walk off into the sunset. For instance, if you owe taxes or debts to creditors, you should take care of them before using the assets for other things.

Members of the LLC who aren’t creditors should only receive proceeds after all other obligations have been satisfied. You should talk to your legal adviser about the best sequence for completing the steps. Suppose you’re dealing with ongoing legal actions. In that case, you’ll probably want to hold off on the other stages until you’re confident that a court doesn’t find your LLC liable for settlements or judgments.

The Last Step: Filing Articles of Dissolution: Just as you filed articles of organization to get the LLC going, you’ll have to file your articles of dissolution document with the state to finalize its invalidation. You can do that here, Nevada Secretary of State. Currently, these documents cost $100 to file, and they need to include:

· The name of the LLC;

· An order form that tells the state how to handle your articles;

· The date when you want your dissolution to become official, which can be up to 90 days after the filing;

· A statement confirming that all of the property and assets were distributed correctly among members according to their interests and legal rights;

· A certification that you’ve closed all pending lawsuits in all court jurisdictions and satisfied judgment obligations;

· And a declaration that you’ve appropriately paid and discharged any liabilities, obligations, or debts the LLC was formerly responsible for.

Finally, remember that a valid manager or organization member must sign your articles of dissolution. If you previously registered to operate in other states, you’ll also have to file forms to terminate such registrations in those locales unless you want to be on the hook for continued taxes and fees.