Is it time to close your Nevada corporation, but you’re not sure where to start the process?

Dissolving a corporation is a lengthy but manageable endeavor. And every state’s procedure looks a bit different. In this guide, we’ll cover the state-specific components of dissolving your Nevada corporation. In no time, you’ll be on your way to whatever’s next.

The Basics of Dissolving a Nevada Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

  • Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
  • File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Nevada Secretary of State and fill out the appropriate Certificate of Dissolution.
  • Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Nevada Department of Taxation. This can be a multi-step process as you liquidate assets and pay any creditors.
  • Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
  • Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving a Nevada corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Nevada Corporation?

Two key groups can dissolve a corporation: the original incorporators and initial board of directors or the board of directors with shareholder approval. The group initiating the dissolution affects how you file with the Secretary of State. So let’s talk about each.

Dissolving a Nevada corporation by the incorporators or initial board of directors

In some cases, a Nevada corporation might decide to dissolve before they really get things up and running. More specifically, if the corporation hasn’t issued stock or conducted any business yet, then the incorporators or initial directors will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation can file the Certificate of Dissolution/Withdrawal Profit Corporation form. Here’s the information required to complete this document:

  • Name of the corporation
  • Your Nevada Business Identification Number
  • Effective date for the dissolution
  • How and when the dissolution was approved (before or after starting business)
  • Signature of an incorporator or director
  • A completed customer order form

There is a $100 fee for this filing. Nevada usually processes it within one week.

Dissolving a Nevada corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks just a little bit different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for approval.

Once that approval is obtained, it’s time to file the Certificate of Dissolution. This is the same form as above. You’ll fill in mostly similar information; the only substantial change is that you’ll fill in different information for how the dissolution was authorized.

Aside from that, you can expect to pay $100 for the filing fee, and the state should process your paperwork within a week.

All told, the paperwork steps for dissolving a corporation are pretty similar; it’s primarily a matter of filling out the form correctly.

What About Administrative Dissolutions?

Sometimes, the state of Nevada may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

After that, you’ll need to apply directly with the Secretary of State to obtain reinstatement. If your name is no longer available, you’ll use this version of the form; businesses with intact names use a slightly different iteration. The base fee for this procedure is $125 for each defunct annual report and annual list, plus a $75 late fee.

An administratively dissolved corporation’s name is protected for five years. Please note that this window does not exist if you dissolve voluntarily.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.

Frequently Asked Questions

What happens to my Nevada business name?

After you dissolve your corporation, your business name immediately becomes available for other businesses to use. That’s why we highly recommend being 100% sure that you’re done conducting business before filing any dissolution paperwork.

Can I change my mind and go back into business?

Yes, but you’ll need to check that your name is still available. If it is, you can file for reinstatement using the Certificate for Reinstatement/Revival form. If your name has been claimed by another business, you’ll file a slightly different version (found here).

What if I want to become an LLC instead of closing my business?

Nevada does have a statutory provision for converting your business directly into an LLC. The process is pretty lengthy, as you’ll need to get approval from your shareholders and draft a plan of conversion. You can learn more about this process here. For more information on starting and running an LLC, check out our guide to starting a Nevada LLC.

Do I have to publish a notice that my corporation is dissolving?

You must notify your stakeholders that your corporation is dissolving, but Nevada doesn’t explicitly require you to use a newspaper publication to do it. Most corporations choose to notify their stakeholders directly in writing.

How can I avoid being dissolved because of a registered agent issue?

In Nevada, you can be administratively dissolved if you let your registered agent coverage lapse. Thankfully, you can avoid this problem easily. If you’ve picked a new agent or your old agent has resigned, simply file the Registered Agent Acceptance/Statement of Change form as soon as possible. There’s a $60 fee. If your agent resigns, their resignation doesn’t become effective for 31 days, giving you time to appoint a new one.

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