Nevada LLC Dissolution & Cancellation guide covering filing types, requirements, fees, signatures, and expedite options for completing your LLC termination.
Guide to Nevada LLC Dissolution and Cancellation Filing
Filing a Nevada LLC Dissolution or Cancellation is the official process for ending an LLC’s legal existence or withdrawing its authority to do business in the state. Understanding the required information, filing types under Nevada law, signature rules, fees, and expedite options helps ensure the termination is completed accurately and accepted by the Nevada Secretary of State.
Nevada LLC Dissolution & Cancellation
The Nevada Secretary of State provides specific forms and instructions for LLCs that wish to end their existence or cancel their authority to do business. These filings apply to Nevada domestic LLCs dissolving under Nevada statutes, as well as foreign LLCs withdrawing their registration. The filing process ensures that the LLC is formally removed from Nevada’s business registry and that its legal obligations to the state are concluded.
Nevada recognizes dissolution before commencing business, dissolution after commencing business, and cancellation for foreign LLCs. Each option corresponds to a specific Nevada Revised Statute and must be filed using the correct form sections. This structure ensures that every LLC uses the correct statutory pathway for ending its legal presence in the state.
Entity Information Requirements
- Must list the exact legal Name of Entity
The filer must enter the entity name exactly as it appears in the Nevada Secretary of State database. This prevents errors where the wrong business could be affected and ensures the filing matches the correct business record during processing.
- Entity Number or NVID is required
Nevada assigns each business a unique number, and this identifier is mandatory on all dissolution and cancellation filings. It helps the Secretary of State locate the correct record quickly, verify the entity’s status, and apply the dissolution or cancellation accurately.
- Form must be typed or printed in dark ink
Nevada requires filings to be clear and readable for accurate scanning and electronic processing. Using dark ink ensures legibility, and banning highlighting prevents interference with document imaging systems. These requirements help avoid delays caused by unreadable forms.
- Entity information must be accurate and complete
Missing or incorrect entity details can result in the filing being rejected or returned. This makes careful entry of the LLC name, ID number, and other identifying details essential for timely processing.
Effective Date and Time (Optional)
- Filers may choose a future effective date/time
Although filings generally take effect when received by the Secretary of State, Nevada permits filers to choose a future effective date and time. This option gives the LLC flexibility, such as completing final business matters, resolving financial obligations, or aligning the dissolution with internal decisions.
- Future date cannot exceed 90 days after filing
Nevada imposes a strict limit: the optional effective date must be no more than 90 days after the filing date. If a filer enters a date beyond that range, the document will not be accepted. This rule ensures that dissolution and cancellation actions remain timely and legally controlled.
- Applies to both Articles of Dissolution and Dissolution Before Commencement
Whether the LLC has conducted business or not, both dissolution filings can include a future effective date. This allows newly formed LLCs and established LLCs alike to manage their termination timeline strategically.
- If left blank, effectiveness begins upon filing
The default rule is immediate effectiveness, which is common for LLCs ready to terminate without delay. This avoids complications and speeds up the administrative closure of the business.
Types of Dissolution / Cancellation Filings
Nevada provides three distinct filing options for LLCs that wish to end their legal status in the state. These options apply depending on whether the LLC has begun doing business, whether it is a domestic or foreign limited-liability company, and what stage of dissolution the company is in.
1. Dissolution Before Commencement of Business (NRS 86.490)
Dissolution Before Commencement of Business applies to LLCs that have not started business operations and have not issued any member’s interest. To use this option, the management must be vested in one or more managers, and the filing must be signed by at least two-thirds of the organizers or managers.
This filing confirms that the LLC is terminating before engaging in business activity and ensures that the entity is removed from Nevada’s records without needing to complete full operational dissolution steps.
2. Articles of Dissolution (NRS 86.531)
Articles of Dissolution are used when the LLC has been or will be dissolved after having commenced business. The filer must provide an effective date and time for the dissolution, although the date cannot be more than 90 days after the filing date.
This filing documents that the LLC has completed or is in the process of completing its winding-up activities. Submitting Articles of Dissolution ensures the company is officially dissolved in accordance with Nevada law and removed from the state’s active business registry.
3. Cancellation of a Foreign Limited-Liability Company (NRS 86.547)
Cancellation of a Foreign Limited-Liability Company is required when a foreign (non-Nevada) LLC wishes to terminate its registration and authority to conduct business in Nevada. The filing must include the name under which the foreign LLC conducted business in Nevada, along with any additional information the manager or member considers necessary.
Signature Requirements
- The filing must be signed by a Manager, Member, or Organizer of the LLC
Nevada requires that the dissolution or cancellation form be signed by someone who legally represents the LLC specifically a Manager, Member, or Organizer. This ensures that the decision to terminate the company is made and certified by individuals with actual authority under the entity’s governing structure.
- The form includes space for up to four authorized signatures
The signature section provides four separate lines where authorized parties may sign. This design accommodates LLCs with more than one manager or member, allowing the Secretary of State to see all parties who formally approve the filing.
- Additional signatures may be added on a separate 8.5” x 11” sheet if needed
If the LLC has more than four authorized individuals who must or wish to sign, the form allows the attachment of an additional sheet. This is particularly helpful for LLCs with large management groups or those requiring consensus before dissolution.
- Any filing submitted without a valid signature will be returned unprocessed
Nevada explicitly states that a dissolution or cancellation will not be accepted unless at least one authorized person signs it. An unsigned filing is automatically returned, which prevents unauthorized or accidental terminations.
Filing Fee
- Nevada requires a $100 fee for all LLC dissolution or cancellation filings
The filing fee is a flat $100.00, regardless of whether the dissolution is before business begins, an Articles of Dissolution, or a foreign LLC cancellation. This uniform fee structure makes cost planning straightforward for all filers.
- The fee must accompany the Customer Order Instruction Form
Every dissolution or cancellation filing must include the payment attached to the Customer Order Instruction Form. This ensures the Secretary of State receives the payment in an organized format and can match it correctly to the submitted documents.
- The filing fee must be paid before the Secretary of State will process the filing
If the $100 payment is missing or incomplete, the state will not begin processing. Ensuring the correct fee is submitted helps prevent delays and ensures the LLC’s termination is handled promptly.
Customer Order Instructions
- Must type or print using dark ink
Nevada requires the order form to be completed legibly using dark ink only. Highlighting is not allowed because it interferes with document scanning and electronic filing systems, potentially causing delays or rejections.
- Provide full contact information, including delivery method
The instructions require the filer to include a working phone number, full contact name, and delivery choice such as mail, email, fax, hold for pickup, or FedEx (with account number). This information ensures that the state can return the processed documents accurately and contact the filer if clarification is needed.
- Only one entity name or entity number per form
This rule helps avoid confusion and ensures that each filing request is properly matched to the correct business entity. It also improves processing efficiency within the Secretary of State’s office.
- Select processing speed and include applicable expedite fee
Available options include Regular Processing, 24-Hour Expedite, 2-Hour Expedite, and 1-Hour Expedite. Applicants must check the correct box and attach the additional fee if expedited processing is selected, ensuring the filing is handled within the chosen timeframe.
- Complete the Order Description and Fee Breakdown
The filer must list what documents are being submitted and enter the correct total fees. This helps the Secretary of State verify that all required payments are included and prevents delays caused by incomplete fee information.
- Form acts as cover sheet for routing and processing
The form acts as the cover sheet for the entire filing packet, helping staff route, process, and return documents efficiently. Completing it correctly is essential to avoid rejection or processing delays.
Expedite Service Guidelines
Nevada offers multiple expedited processing options for LLC dissolution and cancellation filings, allowing businesses to choose how quickly their documents are reviewed and returned. These expedited services include 24-Hour, 2-Hour, and 1-Hour processing, each requiring an additional fee.
1. 24-Hour Expedite Service
The 24-Hour Expedite Service allows dissolution or cancellation filings to be processed within one business day for an additional expedite fee. Filings received before 2:00 PM will be mailed the next business day, while filings received after 2:00 PM will be mailed on the second business day.
2. 2-Hour Expedite Service
The 2-Hour Expedite Service provides significantly faster processing for filers who need same-day handling of their dissolution or cancellation documents. This service requires an additional $500 fee and ensures the filing is returned within the same business day once received in proper fileable form.
3. 1-Hour Expedite Service
The 1-Hour Expedite Service is the fastest option offered by the Nevada Secretary of State, requiring an additional $1,000 fee. This service ensures that the filing is processed and returned within one hour after being received in acceptable form. Filers must submit the specific 1-Hour Expedite Customer Order form to request this service.
4. Time Constraints & Conditions
Nevada’s expedite services operate under strict time conditions and depend on the filing being received in fileable form, meaning all required fields must be complete, signatures must be valid, and fees must accompany the submission. The Secretary of State may extend expedited periods during high-volume days, staffing limitations, or equipment issues, and these circumstances may affect processing times.
Conclusion
Filing a Nevada LLC Dissolution or Cancellation formally removes your business from state records and must be completed with accurate details and full compliance. While the process may seem straightforward, any errors or missing information can delay approval or require resubmission.
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