How to Dissolve an LLC in Nevada: A Simple Guide

Closing a business is a big decision. It takes careful planning and a few key steps to make sure things go smoothly.

If you want to dissolve an LLC in Nevada, you’ll need to hold a member vote, file Articles of Dissolution with the Secretary of State, settle your debts, and let your creditors know you’re shutting down.

Nevada has its own rules for dissolving LLCs, and they’re not always the same as other states. You’ll want to follow the right process, whether you’re handling things yourself or hiring a pro.

Key Takeaways

• Dissolving an LLC in Nevada means you need a formal member vote and to file paperwork with the Nevada Secretary of State.
• Business owners should pay off all debts, notify creditors, and close tax accounts before finishing the process.
• Doing things by the book protects you from future liability and ends your legal obligations.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Nevada LLC Dissolution Requirements

To dissolve a Limited Liability Company in Nevada, you have to meet some state requirements and follow legal steps. You’ll need to check if you’re eligible, meet legal obligations, and get proper member approval.

Eligibility Criteria

Your LLC must be in good standing with the Secretary of State. That means all your filings—like annual lists and license renewals—need to be current.

Pay off any state taxes and fees. Unpaid debts or obligations can stop your dissolution from going through.

If your LLC isn’t in good standing, you’ll need to fix that first. This could mean paying:

• Overdue annual list fees
• Late penalties
• Reinstatement fees (sometimes)

Foreign LLCs registered in Nevada must file for withdrawal, not dissolution, since they’re only authorized to do business here.

Legal Obligations

Before you file for dissolution, you have to handle several legal tasks.

Tax Clearance: Pay all state taxes and get clearance from the Nevada Department of Taxation if needed.

Creditor Notification: You need to notify creditors in writing about your intent to dissolve.

Filing for dissolution costs $100. You submit this with your Articles of Dissolution to the Secretary of State.

Other steps include:

• Canceling business licenses and permits
• Notifying regulatory agencies
• Closing tax accounts
• Filing final tax returns

Member Consent and Voting

You’ll need approval from LLC members according to your operating agreement. Most agreements lay out the voting requirements for big moves like dissolution.

Usually, you need a majority vote or everyone’s consent, but check your agreement for the exact rule.

Once you have the votes, document it with:

• Meeting minutes
• A written resolution signed by all agreeing members

If you don’t have an operating agreement, Nevada law says you need a majority of members to approve. For single-member LLCs, a written statement from the owner is enough.

Keep good records of the vote and member approval. You might need them when you file the Articles of Dissolution with the state.

Step-By-Step Guide to Dissolving a Nevada LLC

There’s a set order to the legal steps for dissolving a Nevada LLC. Doing them right helps you avoid headaches later.

Filing Articles of Dissolution

Start by filing Articles of Dissolution with the Nevada Secretary of State. This officially tells the state that your business is done.

It costs $100 to file. You can do it online through SilverFlume or by mail. Standard processing takes about 1-2 weeks, but you can pay extra to speed things up.

Check your operating agreement before you file. It might have special rules for dissolving.

Your Articles of Dissolution should include:

• LLC name and Nevada business ID
• Date of dissolution
• Reason for closing
• A statement that you’ve paid all debts or made arrangements
• Signatures from authorized members or managers

Settling Debts and Liabilities

Before you split up any assets, pay all business debts. This protects members from claims after you close.

Make a list of all creditors, vendors, and contracts. Contact each one to settle accounts and get written confirmation.

If you might have unknown creditors, Nevada law says you should publish a notice of dissolution in a local newspaper. The notice should give a window (usually 120 days) for claims.

Set aside money for any surprises—like lawsuits, back taxes, or final payroll.

• Pending lawsuits or legal claims
• Federal, state, and local tax bills
• Final payroll and benefits for employees
• Lease terminations or returning equipment

Hang onto records of all settlements as proof you closed things out properly.

Notifying Stakeholders

Clear communication helps avoid confusion and arguments. Let everyone know your LLC is closing.

Send written notices to:

• Customers and clients (explain service changes)
• Vendors and suppliers (final orders and payment details)
• Landlords or property managers (lease wrap-up)
• Insurance companies (cancel or transfer coverage)
• Business partners (timeline for closure)

Contact government agencies to cancel all licenses, permits, and registrations:

1. Nevada Department of Taxation for state tax accounts
2. IRS for federal tax accounts (file your final returns)
3. Local agencies for business licenses
4. Workers’ comp insurance cancellation

After all transactions clear, close your business bank accounts, credit cards, and merchant accounts. Take your business off online directories and social media, too.

Distributing Remaining Assets

Once you’ve paid off debts, split up the remaining assets among LLC members according to the operating agreement or ownership percentages.

Make a plan for dividing assets that covers:

• List of all leftover business assets
• Value of each item
• How you’ll distribute (cash or direct transfer)
• When distributions will happen

The default rule is to divide based on capital contributions unless your agreement says otherwise. Always document transfers—get receipts and signed acknowledgments.

Asset distributions can affect your taxes. Watch for:

• Capital gains tax on appreciated assets
• Ordinary income tax for some distributions
• Possible depreciation recapture

Keep all your records—meeting notes, financial statements, tax filings, and correspondence—for at least seven years.

Post-Dissolution Responsibilities

After you dissolve your Nevada LLC, you still have a few things to wrap up. These tasks protect you from future issues and keep you compliant with the law.

Final Tax Returns and Compliance

You’ll have to file final tax returns with both the IRS and Nevada. Mark your IRS return as “final” and cover the period until the date you dissolved.

Even though Nevada doesn’t have state income tax, you might owe state-specific taxes—like the Commerce Tax if your business made over $4 million. Don’t forget to file those final returns.

If you won’t use your EIN for another business, cancel it with the IRS. Skipping these steps could mean penalties or lingering tax bills.

Maintaining Business Records

Nevada law says you need to keep certain business records for at least three years after dissolution. That includes financial statements, tax docs, meeting minutes, and other important paperwork.

Store everything somewhere safe and easy to access. Digital backups are a smart move in case of fire, flood, or just bad luck.

Your records should include:

• Articles of dissolution
• LLC operating agreement
• All tax returns and financial statements
• Documentation of asset distribution
• Records of debt payments

It’s a good idea to pick someone to be in charge of these records after winding up the LLC.

Canceling Business Licenses and Permits

Cancel all business licenses and permits after you dissolve your Nevada LLC. This helps you avoid extra fees and ongoing responsibilities.

Start by canceling your State Business License with the Secretary of State. Then, contact your city and county to cancel any local licenses—they may have their own process.

Some industries need extra steps to cancel permits, like:

• Liquor licenses
• Health department permits
• Professional licenses
• Special use permits

Remember to close out subscriptions, vendor accounts, and insurance policies. Save confirmation numbers and cancellation emails for your records—you never know when you’ll need proof.

Common Mistakes and Best Practices When Dissolving a Nevada LLC

Dissolving an LLC in Nevada can get tricky if you miss a step. Many business owners slip up and end up dealing with lingering liabilities or fines down the road.

Avoiding Legal Pitfalls

One mistake people make when dissolving a Nevada LLC is not resolving all outstanding debts before starting the process.

If you skip proper notification steps, creditors could still come after LLC members personally. Nobody wants that kind of headache.

Start by making a thorough list of every creditor. Then send each one a formal notice about your plan to dissolve the business.

Include a clear deadline for submitting claims and give them your contact info. It’s better to over-communicate than leave anyone guessing.

Another common oversight? Forgetting to cancel business licenses and permits. Even after filing Articles of Dissolution, a lot of folks overlook their state business license, local permits, or professional licenses.

Don’t rush to distribute remaining assets. Nevada law says you have to settle every debt and obligation before giving anything to members.

If you skip that order, you might wind up personally liable. That’s a risk not worth taking.

Timely Notification to the Nevada Secretary of State

Plenty of LLC owners miss deadlines or turn in incomplete paperwork when dissolving their business. That usually leads to extra taxes and penalties nobody wants.

To dissolve an LLC in Nevada, you need to file Articles of Dissolution with the Secretary of State on time. If you put this off, the business still legally exists, so you’ll owe annual filings and fees.

Before you file, make sure you’ve done the basics:

• Hold a formal meeting with members to vote on dissolution
• Write up meeting minutes documenting the decision
• Get signatures from the right members
• Fill out all required forms—completely, not just halfway

The Secretary of State wants specific info on those forms, like the LLC’s name, filing number, and your reason for dissolving. If anything’s missing, they’ll reject your submission and you’ll have to start over.

Protecting Member Liability

Even after you dissolve the LLC, members can get stuck with personal liability if you don’t follow the right steps. Tax obligations and employee matters are especially risky.

A big mistake is not closing tax accounts with state and federal agencies. The IRS expects a final tax return marked “final,” and Nevada tax authorities want to know when you’re closing up shop.

Unpaid taxes don’t just disappear when the LLC does. They can come back to haunt you later.

Make sure you also:

• Hand out all final paychecks to employees
• Pay every last employment tax
• Close unemployment insurance accounts
• Terminate workers’ comp policies the right way

Keep detailed records of everything you do during dissolution. Save documents, meeting minutes, creditor notices, and final tax returns for at least seven years.

Using an LLC formation service

Dissolving a Nevada LLC can feel overwhelming, but it gets a lot easier if you use the same LLC formation services that helped set up your business in the first place. These companies often include dissolution help as part of their packages.

Bizee (formerly Incfile) offers dissolution services and takes care of the paperwork for closing your Nevada LLC. They’ll prepare and file the Articles of Dissolution with the Nevada Secretary of State, so you don’t have to stress about the forms.

If you use a service, you don’t have to figure out the state requirements by yourself. They make sure your documents go to the right government offices, and that everything’s filled out correctly.

The main perks of using a formation service for dissolution:

• Professional guidance every step of the way
• Fewer chances for mistakes when you file paperwork
• You save time since you don’t need to dig through requirements
• It’s just less stressful knowing your legal bases are covered

Most services charge a fee on top of the state filing costs. You’ll usually pay somewhere between $100 and $300, depending on how much help you want.

Always check that a service has real experience with Nevada LLC dissolutions. The right provider will know Nevada’s particular dissolution rules and help make sure your business wraps up the right way.

Even if someone else handles the paperwork, the LLC members still need to wind up the business, pay off creditors, and split up any leftover assets. No way around that part.