There are many reasons why you may need to close your Nevada business. You might want to close the business to avoid bankruptcy. Maybe your business partner wasn’t such a good fit and now you aren’t getting along. Maybe you’re ready to retire or move on to a new business venture. Whatever the reason, whether the business is flourishing or floundering, it’s important to officially dissolve the business.
If the state doesn’t know of the business’s dissolution, it will expect taxes, biennial reports, and license renewals. It might charge penalties that you could be responsible for as an owner, member, officer, or director. These penalties could negatively affect your individual credit or future business ventures. Fortunately, we know how to dissolve a business in Nevada. We’ve built this easy-to-follow list to walk you through the steps to dissolve a Nevada business.
When you started your business, you probably didn’t think much about what would happen when the business closed. But it’s important to start thinking about dissolution early rather than later. It’s beneficial to establish a secure and thorough record of all corporate or LLC dealings. Consider putting together information about your customers, employees, and third-party contracts. Keep all of your tax documents in one place. The more information you assemble now will save you time and stress when you need to start the dissolution process.
Start by establishing a valuation of your Nevada business. This includes all assets your company owns: all real estate, inventory, production equipment, office equipment, everything. You’ll need to gather all the documents related to business operations, especially third-party contracts and tax information. If you aren’t sure how to value things, don’t be afraid to hire a professional. Getting help from a CPA or other business valuation professional can save you time and worry. In addition, when you use our Worry-Free Compliance Service, our online dashboard will help keep your business documents organized and make gathering all this information easier.
Next, you’ll compile a full account of your business’s debts. You need to know how much and who you owe. Just because you’re closing the business doesn’t mean the business debts go away. As an owner, member, officer, or director, you have a responsibility to close the business properly.
Paying the business’s debts is an important step. If you don’t pay them, you could face legal repercussions as an individual, even if you run a corporation or LLC. For example, shareholders can sue officers or directors through a process called “piercing the veil.” To avoid individual liability, you’ll want to understand the full extent of the company’s debts and how to pay them.
Once you’ve collected your documents to wrap up the company’s business obligations, the next step is to file an official dissolution document with the Nevada Secretary of State. This lets the state know the business is ceasing operations and not to expect further taxes or annual reports. The Articles of Dissolution in Nevada are called a Certificate of Dissolution for both LLCs and corporations.
You can file online via the Nevada Corporation Commission’s business portal “Silverflume,” and your documents will be filed the same day. If you want to print your documents, you can file by mail or in person at the Nevada Secretary of State’s office in Las Vegas or Carson City. The Secretary of State files documents as they receive them unless you pay an expedited filing fee.
To dissolve a Nevada corporation or LLC, you’ll first look to the company’s bylaws or operating agreement. When you wrote your operating documents, you likely included instructions for dissolution. The operating agreement might specify the events that would cause the dissolution of your LLC (if all the members were to leave or agree to dissolve, for example). The corporate bylaws might require a shareholder vote before you can dissolve your Nevada corporation. If your company doesn’t have operating documents, you’ll have to follow the default process in Nevada’s business laws.
If your business is still in the formation stage, don’t hesitate to create operating documents. We provide an operating agreement template for LLCs, which can help make dissolution easier. No matter what your operating agreement or bylaws say, you still need to file the proper dissolution paperwork with the state.
Remember, when you started the business and you applied for permits, licenses, and other registrations? When you dissolve a Nevada LLC or corporation, you’ll need to cancel these licenses. Some might automatically renew, so it’s important to search for all the licenses and permits your business holds. You’ll want to check for licenses at the state, local, and federal levels, including any industry-specific licenses. If you used a Business License Report from Avalara this is a great time to refer back to that list to ensure you’ve canceled everything.
Part of a Nevada voluntary dissolution includes wrapping up the business’s legal and financial obligations. You’ll file final tax returns and closing documents with the Nevada Department of Taxation and the IRS. You also need to send the IRS a letter to cancel your EIN.
If your business has employees, you need to check with federal and state laws regarding employee payments after closing and paying out other earned benefits. You’ll send final W-2s and cancel pension plans and Health Savings Accounts.
Finally, you need to close other state legal obligations like your Sales and Use Tax accounts and your Workers’ Compensation Insurance. It’s important to be careful and alert the proper governments that you’re dissolving the business.
After you’ve wrapped up your business obligations, you can file the Certificate of Dissolution with the Nevada Secretary of State. Filing the Certificate of Dissolution is simple: it’s a statement that the business is closed. Usually, you’ll provide the names and addresses of the dissolving members, directors, or officers. You’ll provide the reason for the dissolution and proof of shareholder approval if required. Once the Nevada Secretary of State accepts your Certificate for filing, your business will officially be dissolved.
Running a business can be stressful, but if you feel overwhelmed our team of experts is here to help you every step of the way. No matter where you are in your business’s lifecycle, we have formation and compliance tools and services to allow you to get back to what you love: working on your business.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
To dissolve a Nevada business, you start by wrapping up the business’s financial and legal obligations. Then, you need to file a Certificate of Dissolution with the Nevada Secretary of State to officially close the business.rn
You’ll pay a filing fee to the Nevada Secretary of State for the LLC’s Certificate of Dissolution. You also need to consider the costs to collect your business documentation, including the cost of a valuation professional.rn
The time it takes to dissolve an LLC in Nevada depends on how long it takes you to wrap up the business’s obligations. A large company usually takes longer to wind up than a smaller LLC. Filling the Certificate of Dissolution is simple and the state will process it the same day you file if you submit it online.rn
Similar to a profit corporation, a Nevada non-profit corporation will file a Certificate of Dissolution with the Nevada Secretary of State to dissolve the business.rn
Nevada Business Resources
Business Dissolution by State