Nevada Continue Business After Dissolution Corporation Liable

Are you ready to stop doing business with your Nevada corporation, but you're not sure how the official dissolution process works?

The state of Nevada requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Nevada corporation, we'll break down all the relevant details.

If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.

What Does It Mean to Dissolve a Corporation?

In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it's necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we'll get to shortly):

1. Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation's directors. Depending on your corporation's structure, you may then need to take the vote to your shareholders. Either way, it's important to take detailed records of this process for your corporate record.
2. File the correct version of the Certificate of Dissolution with the Nevada Secretary of State.
3. Fulfill all tax obligations with the state of Nevada, as well as with the IRS.
4. Cancel any relevant licenses and permits, along with closing your business bank account.
5. Notify customers, vendors, and creditors of your dissolution.

Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Certificate of Dissolution. With that in mind, let's dive into the details of this step.

How to Dissolve a Nevada Corporation by the Board of Directors

Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.

Once the dissolution has been authorized, you will need to file the Certificate of Dissolution (and the Customer Order Instructions Form) with the Secretary of State's office. You must provide the following information to complete the Certificate of Dissolution:

• Name of corporation
• Nevada state I.D. number
• Affirmation that the dissolution has been authorized by the directors OR both the directors and stockholders
• Names and addresses of the president, secretary, treasurer, and all directors
• Effective date and time of dissolution
• Signature of corporate officer

The Customer Order Instructions Form simply requires payment information and a return address.

This form must be accompanied by payment of the $100 filing fee ($225 for expedited filing), with checks made payable to the "Secretary of State." Once the forms and payment are ready, you can mail your paperwork to the following address:

Secretary of State
Amendments Division
202 North Carson Street
Carson City NV 89701-4201

For expedited filings, mail to this address:

Secretary of State – Las Vegas
North Las Vegas City Hall
2250 North Las Vegas Blvd, 4th Floor
North Las Vegas, NV 89030

Regular processing generally takes about a week, while expedited processing takes 24-hours or less.

How to Dissolve a Nevada Corporation by the Incorporators

Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.

If your corporation has not commenced business or issued shares, you will need to file an alternate version of the Certificate of Dissolution (along with the standard Customer Order Instructions Form). In this version, you will need to provide the following information about yourself and your business:

• Name of corporation
• Nevada state I.D. number
• Affirmation that no shares have been issued
• Affirmation that the dissolution was authorized by a majority of the incorporators/board of directors
• Signatures of a majority of the incorporators/board of directors

The Customer Order Instructions Form simply requires payment information and a return address.

The Certificate of Dissolution has a $100 filing fee (or $225 for expedited service). Checks must be payable to the "Secretary of State." Once you are finished filling out the forms, you can send the paperwork and payment to the following address:

Secretary of State
Amendments Division
202 North Carson Street
Carson City NV 89701-4201

For expedited filings, mail to this address:

Secretary of State – Las Vegas
North Las Vegas City Hall
2250 North Las Vegas Blvd, 4th Floor
North Las Vegas, NV 89030

The Secretary of State should process your documents in about a week. If you paid for expedited processing, your corporate dissolution will be processed in approximately 24-hours.

What Else Do I Need to Know About Dissolving a Corporation in Nevada?

Unlike some states, Nevada does not require your corporation to get tax clearance from the Department of Revenue in order to dissolve.

It is also important to remember that once your dissolution is processed, anyone can begin using your business name. However, if your corporation is involuntarily dissolved, you have up to 5 years to request reinstatement (by paying all delinquent fees and penalties), after which time you will need to file either the Application for Revival or the Articles of Incorporation.

Conclusion

Dissolving a Nevada corporation does not take a lot of time or paperwork. However, once your corporation is dissolved, anyone can take your business name, so it is important to only initiate the dissolution process if you have no plans to conduct business in the future under the same name.

Either way, it's crucial that you complete each step discussed in this guide accurately, because you certainly don't want to run into any issues with the dissolution process.

We hope this guide helped you answer any questions you might have had about dissolving a Nevada corporation!

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Source: https://incorporationguru.com/dissolve-a-corporation/nevada/

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