What is Nevada Corporation Dissolution? |
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A Nevada Corporation is created when the NV Secretary of State approves the Articles of Incorporation.
A record of the Nevada Corporation is added to the list of Corporations which have officially registered with
the Nevada Secretary of State.
Once a Corporation is registered with the Nevada Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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A Nevada Corporation is created when the NV Secretary of State approves the Articles of Incorporation.
A record of the Nevada Corporation is added to the list of Corporations which have officially registered with
the Nevada Secretary of State.
Once a Corporation is registered with the Nevada Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered a Nevada Corporation with the Nevada Secretary of State and want to cease business activities
you have to let the NV Secretary of State know that you intend to close your company.
Only after the NV Secretary of State has made sure that all of the obligations of the Nevada Corporation have been fulfilled will
the Secretary of State approve of the closure of the company.
When the Nevada Secretary of State approves the closing of a NV Corporation, that Nevada Corporation is said to be
Dissolved.
The process of Dissolving a Nevada Corporation is called Nevada Corporation Dissolution.
A dissolved Nevada Corporation may not conduct any business except that which is necessary to wind up and liquidate business and affairs of the NV Corporation.
Upon the Dissolution of a Nevada Corporation the directors of the NV Corporationbecome trustees with full power to prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the NV Corporation, to enable the Nevada Corporation gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which the Nevada Corporation was established.
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Why do I need to Dissolve a Nevada Corporation? |
As soon as a Nevada Corporation is registered with the NV Secretary of State, that Corporation is responsible for
recurring obligations of the Nevada Secretary of State and the Nevada Department of Taxation.
If the Nevada Corporation does not file reports or pay taxes then that NV Corporation could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Nevada Corporation with the Nevada Secretary of State that NV Corporation will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Nevada Corporation? |
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Nevada Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Nevada Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of Corporation Dissolution from the Nevada Secretary of State;
and things that you have to do after the NV Secretary of State has approved Dissolution of the Nevada Corporation.
What you have to do both before and after the Nevada Corporation is Dissolved largely depends on how much stock, if any, has been
issued and how much and what kind of debts and liabilities that the Nevada Corporation has.
If the Nevada Corporation has not commenced business then the NV Corporation Dissolution process is easier.
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What do I have to do before I Dissolve a Nevada Corporation? |
Things you need to do before you Dissolve a Nevada Corporation.
1. Hold a Directors meeting and record a resolution to Dissolve the Nevada Corporation
2. Hold a Shareholder meeting to approve Dissolution of the Nevada Corporation
3. File all required Annual List of Officerss with the Nevada Secretary of State
4. Clear up any business debt
5. Pay all taxes and administrative fees owed by the Nevada Corporation
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1. Hold a Board of Directors meeting and record a resolution to Dissolve the Nevada Corporation
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If a Board of Directors has been appointed for the Nevada Corporation then the Board is required to adopt a
resolution to Dissolve the NV Corporation.
Minutes of the meeting must be recorded and retained in the business records.
If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Nevada Corporation.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Nevada Secretary of State.
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2. Hold a Shareholder meeting to approve Dissolution of the Nevada Corporation
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If a Nevada Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan.
The approval actions should be documented and kept in the business records.
If no shares have been issued then the Nevada Corporation Dissolution process is easier.
- If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Nevada Secretary of State.
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3. File all required Annual List of Officerss with the Nevada Secretary of State
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The Nevada Secretary of State will not approve the Dissolution of a NV Corporation until all required
reports have been filed.
- We can file any required Annual List of Officers with the NV Secretary of State.
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4. Clear up any business debts
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All creditors of a Nevada Corporation should be given notice of the pending Corporation Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
While the Nevada Secretary of State does not legally require the publication of a Notice of Dissolution of a Nevada Corporation, publication is
a good way to notify anyone who might have a claim against the Nevada Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the NV Corporation after
the Nevada Corporation has been dissolved.
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5. Pay all taxes and administrative fees owed by the Nevada Corporation
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The Nevada Secretary of State will definitely not approve the Dissolution of a Nevada Corporation until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve a Nevada Corporation? |
Things you have to do after you Incorporate in Nevada.
1. Distribute all remaining assets of the Nevada Corporation
2. Close all business bank accounts of the Nevada Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the NV Corporation's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Nevada Corporation
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If the Nevada Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests
in the NV Corporation.
All distributions to Corporate Shareholders must be reported to the IRS.
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2. Close all business bank accounts of the Nevada Corporation
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If there are any business accounts that have been opened for the Nevada Corporation then those accounts must be closed.
If Corporate business accounts are left open there may be liability and obligations of the Dissolved Nevada Corporation which could
lead to legal problems.
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3. Cancel all local business licenses and permits of the NV Corporation
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If the Nevada Corporation has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Nevada Corporation.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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All Dissolved Nevada Corporations must file IRS Form 966 with the US Internal Revenue Service.
This filing is required within 30 days after the final Dissolution plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Nevada Corporation has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the NV Corporation's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Nevada Corporation.
Once the IRS links an EIN to a Nevada Corporation, that EIN stays with the Nevada Corporation even after the Company has been Dissolved by the
Nevada Secretary of State.
When the IRS processes the final tax return for the Nevada Corporation, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Nevada Corporation down the line the IRS will reactivate the old EIN for your new Business.
Before a Nevada Corporation can close an EIN account, it must be in Good Standing with the IRS.
The Nevada Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Nevada Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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How long does it take to Dissolve a Nevada Corporation? |
The time it takes to Dissolve a Nevada Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Nevada Secretary of State usually takes around 5-7 business days to process the Certificate of Dissolution.
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The time it takes to Dissolve a Nevada Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Nevada Secretary of State usually takes around 5-7 business days to process the Certificate of Dissolution.
Processing times for Nevada Corporation Dissolution filings vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of Nevada Dissolution filings takes the state around 5-7 business days.
PLEASE NOTE: WE CANNOT GUARANTEE NEVADA SECRETARY OF STATE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Nevada Secretary of State .
In our experience 5-7 business days is the time it usually takes the Nevada
Secretary of State to process a Nevada Dissolution filing.
We get your Nevada Corporation Dissolution filing to the NV Secretary of State ASAP.
Once it is at the state we have no control over the Nevada Dissolution approval process.
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How much does it cost to Dissolve a Corporation in Nevada? |
The total cost to Dissolve a Nevada Corporation varies depending on exactly what is required for each specific
NV Dissolution.
We charge $249.00 plus any state fees for our Nevada Corporation Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Board of Directors meeting which proposes Dissolution
- Transcribe minutes of Shareholders meeting at which Dissolution was approved
- Prepare and file Certificate of Dissolution with the Nevada Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from NV Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Nevada Corporation Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a NV Domestic Corporation? |
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If there are Foreign Corporations in states other than Nevada that are tied to the Domestic Nevada Corporation then
each of those Foreign Corporations must be Dissolved before the Nevada Corporation is legally Dissolved.
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How long before someone can use my Corporation name in Nevada after I Dissolve? |
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A Nevada Corporation company name becomes available for use by any NV Corporation or LLC after the Nevada Corporation is Dissolved by the Nevada Secretary of State.
There are no Corporation company name protections in Nevada once a Nevada Corporation has been Dissolved.
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Do I have to publish a Notice of Dissolution of the Nevada Corporation? |
There are no state of Nevada requirements for the publication of a Notice of Dissolution of a Nevada Corporation.
While the Nevada Secretary of State does not legally require the publication of a Notice of Dissolution of a Nevada Corporation,
publication is a good way to notify anyone who might have a claim against the Nevada Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the NV Corporation after
the Nevada Corporation has been dissolved.
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