How to Dissolve an LLC in Nevada? (A Complete Guide)

Published by Delina Chantel Yasmeh | Author

Last updated: September 18, 2024

FACT CHECKED by Lou Viveros, Growth & Transition Advisor

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Dissolving a Nevada limited liability company involves certain steps that have to be carefully followed to legally terminate the company.

Having practiced business consulting and specializing in limited liability companies, I will help you expedite the dissolution of your Nevada LLC through research and invaluable experience.

I will also explain the reasons why business owners might choose to dissolve their LLCs. The article is meant to guide you on a legal basis.

Quick Summary

6 Steps to Dissolving a Nevada LLC

There are certain steps you need to follow when dissolving a Nevada limited liability company to ensure a smooth and legal dissolution process.

Step 1: Vote to Dissolve the LLC

To dissolve a Nevada limited liability company, the members should hold a meeting to determine if the majority of the owners agree to the dissolution.

It would be best if you informed the members of your company that this is a special meeting to discuss dissolving the business entity.

Ensure that the people who are interested in participating can attend, vote, and have their voices heard about whether or not they want to dissolve the LLC.

In 2023, according to the U.S. Chamber of Commerce, Nevada saw a 0.6% increase in new business applications from the previous year, indicating a dynamic entrepreneurial environment [1].

Step 2: Notify Creditors About Your LLC's Dissolution

Notify all LLC creditors about the dissolution of the company and settle outstanding debts and payables.

Wind up all transactions with the company's clients, including services, products, or receivables.

You can contact businesses or individuals you owe money to by sending them a certified letter detailing the dissolution of your Nevada limited liability company and what this means for them.

You can also contact them by phone, email, or in person, but it's always best to have something in writing just in case there are any problems later on.

Step 3: File Final Tax Returns and Obtain Tax Clearance

Close your business tax accounts based on the nature of your business. These may include federal taxes, state taxes, and local employment and business license taxes.

"Prior to dissolution, ensure all state taxes and fines are settled. This includes Unemployment Insurance Tax and Employee Withholding Tax if you had employees, and Sales and Use Tax for any taxable services and goods sold by the LLC."

-Jon Morgan, Co-Founder & Chief Editor of Venture Smarter

Business tax accounts must be closed, and tax clearance must be filed and submitted to the Nevada Department of Taxation.

To close your tax accounts, you will need to submit the following legal documents:

• Final State Tax Return
• Federal Tax Return
• Sales and Use Tax Filings
• Payroll Tax Filings

Step 4: File Articles or Certificate of Dissolution

File LLC Articles of Dissolution with the Nevada Secretary of State to make the process official [2].

The Nevada Secretary of State requires the certificate to be mailed to the office along with a filing fee, which must be paid by check or money order made out to Nevada SOS. Nevada accepts online filing through its business portal, too.

When you file Articles of Dissolution, make sure you include the following:

• Articles of Organization
• The effective date of dissolution
• The reason for dissolving the company (i.e., voluntary or involuntary)
• Tax Clearance certificate
• Signatures from LLC members or managers with the authority to dissolve

Step 5: Distribute Assets

In Nevada, before finalizing the dissolution of an LLC, it's mandatory to clear any outstanding business debts.

Once debts are settled, the LLC's residual assets should be allocated to members based on their ownership stakes.

These assets can be disbursed in several ways, including direct cash payments to members, transferring assets to personal accounts, or utilizing them to establish new businesses or LLCs.

According to the U.S. Small Business Administration, in Nevada, small businesses experienced significant movement, with 18,296 new openings and 8,012 closures last year, reflecting the fluid nature of the state's business landscape [3].

Step 6: Close All Accounts and Cancel Licenses and Permits

The final step in dissolving an LLC in Nevada involves meticulously closing all business financial accounts, such as bank and credit accounts, and settling any remaining balances.

It's also crucial to terminate contracts with service providers and cancel all business licenses and permits by contacting the appropriate authorities, including state and local agencies like the Nevada Department of Revenue and Secretary of State, to ensure there are no lingering legal or financial obligations.

FAQs

References:

1. https://www.uschamber.com/small-business/new-business-applications-a-state-by-state-view
2. https://www.nvsos.gov/sos/home/showpublisheddocument/6557/637957187292030000
3. https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-NV.pdf