Guide to the Nevada Certificate of Dissolution with steps, form details, filing rules, and requirements for ending or withdrawing a corporation in Nevada.
Guide to the Nevada Certificate of Dissolution Filing Steps
Filing the Nevada Certificate of Dissolution is the formal step for closing a profit corporation or withdrawing a foreign corporation from Nevada records. This filing notifies the Nevada Secretary of State that the corporation has approved its closing action, selected the correct statutory category, and prepared the details needed for dissolution or withdrawal.
What Is the Nevada Certificate of Dissolution?
The Nevada Certificate of Dissolution is the official filing used to end the legal existence of a domestic profit corporation or withdraw a foreign corporation from Nevada.
When submitted to the Nevada Secretary of State, this document confirms that the corporation has approved dissolution or withdrawal and will no longer conduct business within the state.
The certificate ensures that the corporation is removed from active status under the Nevada business registry and that its closure complies with the statutory requirements outlined in Nevada law.
Types of Filings Available on the Nevada Form
1. Dissolution Before Payment of Capital or Beginning of Business (NRS 78.575)
This option applies to corporations that never started business operations and never received capital. Under NRS 78.575, a majority of incorporators or directors may authorize the filing. This type of Nevada Certificate of Dissolution is typically used by corporations that choose to close shortly after formation.
What Is the Nevada Certificate of Dissolution?
2. Dissolution Before or After Issuance of Stock (NRS 78.580)
Corporations that issued stock or began active business must dissolve under NRS 78.580. This filing requires approval from the board of directors and, when applicable, approval from stockholders. The form requires disclosure of officer and director information to reflect the corporation’s leadership at the time the Nevada Certificate of Dissolution is filed.
3. Withdrawal of a Foreign Profit Corporation (NRS 80.200)
Foreign profit corporations that qualified to operate in Nevada but no longer wish to do business in the state must file a withdrawal under NRS 80.200. This request ends the corporation’s authority to transact business in Nevada while allowing it to remain active in its home jurisdiction. A resolution approved by directors or officers is required to support the withdrawal filing.
Requirements Before Filing the Certificate
- Verify the corporation’s legal name and NVID
Before submitting the Nevada Certificate of Dissolution, the corporation must confirm that its legal name and Nevada Business Identification Number (NVID) match the records held by the Nevada Secretary of State. Any differences in spelling, punctuation, or numbering may delay or prevent acceptance of the filing.
- Determine the correct statutory category for dissolution or withdrawal
The corporation must identify whether the filing is under NRS 78.575, NRS 78.580, or NRS 80.200. Selecting the correct category ensures that the information required by Nevada law is provided and that the state applies the appropriate dissolution or withdrawal rules.
- Prepare officer or director details if required
Some filings, especially those submitted under NRS 78.580 require listing current officers and directors. This information must be accurate and reflect the corporation’s most recent leadership, as it becomes part of the Nevada public record.
- Confirm who has authority to sign the filing
Nevada permits signatures from a director, an officer, or another authorized individual, depending on the corporation’s structure and the applicable statute. Identifying the proper signer in advance helps prevent incomplete or invalid submissions.
- Review internal resolutions approving the action
The corporation should ensure that the board of directors or the stockholders have approved the dissolution or withdrawal when required. Nevada expects corporations to document internal approval before filing.
Completing the Nevada Certificate of Dissolution/Withdrawal Form
1. Entity Name & NVID
This section requires the corporation’s exact legal name and Nevada Business Identification Number. These details must match state records to ensure the dissolution or withdrawal is linked to the correct business profile.
2. Effective Date & Time (Optional)
Corporations may choose an effective date that is up to 90 days after submission. This option is helpful when the corporation needs additional time to finalize internal closing tasks before the Nevada Certificate of Dissolution becomes active.
3. Select Type of Dissolution
The filer must select the appropriate statutory category:
- NRS 78.575 for corporations that never began business,
- NRS 78.580 for corporations with issued stock or completed operations,
- NRS 80.200 for foreign corporations withdrawing from Nevada.
Choosing the correct option ensures the state applies the correct legal requirements to the filing.
Requirements Before Filing the Certificate
4. Signature Requirements
A valid signature is required for the Nevada Certificate of Dissolution to be accepted.
- A director may sign when the corporation is acting under board authority, and this is common for dissolutions approved through a board resolution.
- An officer may sign when the corporation relies on its formal officers, such as a president or secretary, to execute state filings on behalf of the entity.
- Another authorized individual may sign if the corporation has delegated signing authority to a representative who is permitted to act on its behalf under corporate records.
The signer must provide their name, title, and the date of signing. If additional signatures are required, they may be included on a separate attached page.
5. Filing Fee
Nevada charges a standard $100 filing fee for dissolution or withdrawal. Payments may be made by check, money order, credit card, or trust account using the state’s payment form.
Nevada Expedited Filing Options
1. 24-Hour Expedite Service
The 24-hour expedite option provides faster review and processing of the Nevada Certificate of Dissolution for an additional fee listed on the state’s expedite schedule.
2. 2-Hour Expedite
A 2-hour expedite service is available for urgent filings. This option requires a specific order form and carries a higher fee than the standard 24-hour service.
3. 1-Hour Expedite
The 1-hour expedite option is the fastest available and is used when immediate processing is required. It carries the highest expedite fee and must be submitted with the correct order form.
4. Rules and Time Constraints
Expedited services begin when the filing is received by the Nevada Commercial Recordings Division. Filings submitted after daily cut-off times may be processed the following business day. If expedited return delivery is required, additional instructions must be included with the filing.
Common Mistakes to Avoid
- Choosing the wrong dissolution or withdrawal type
Submitting the Nevada Certificate of Dissolution under the wrong statute such as selecting NRS 78.575 when the corporation issued stock can lead to rejection. Reviewing the statutory requirements beforehand helps avoid this issue.
- Using an incorrect name or NVID
A mismatch between the corporation’s name or NVID and the Nevada Secretary of State’s records is a common cause of delays. This information must match exactly for the filing to be processed.
- Providing incomplete officer or director information
For filings under NRS 78.580, failing to list the required officers and directors may result in the form being returned. Nevada relies on this information to verify that the dissolution is properly authorized.
Common Mistakes to Avoid
- Missing or improper signatures
Nevada requires a valid signature from a director, officer, or another authorized individual. Omitting the name, title, or date or submitting an unsigned form prevents the state from accepting the filing.
- Forgetting required forms or payment details
Mail and expedited filings must include the state’s Customer Order Instruction form and correct payment. Missing documents or incorrect fees can stop the filing from being processed and may require resubmission.
Conclusion
Filing the Nevada Certificate of Dissolution is an important step for corporations that are ready to close or withdraw from Nevada. Ensuring that the correct statutory category is selected, the corporate name and NVID match state records, and all required signatures are included helps the Secretary of State process the filing without delays.
For corporations seeking dependable support, FastFile offers a streamlined and guided approach to completing the Nevada dissolution or withdrawal process.
FastFile reviews your corporation’s details, prepares the correct filing based on the applicable statute, organizes officer or director information when required, and confirms that the signature comes from a director, officer, or authorized individual.
Their team prepares the Customer Order Instruction form, verifies payment details, and helps you choose the right filing or expedite option. With FastFile managing each step from preparation, document review, and submission you can close or withdraw your corporation confidently and avoid unnecessary delays or rejections.