Corporation Voluntary Dissolution and Closure Requirements in Nevada

At a glance

Nevada's two authorization routes

Nevada's shortcut is narrower than a simple no-shares test. Under §§ 78.575 and 78.580, both conditions must still be true: no capital has been paid and the corporation has not begun business. A majority of the incorporators or the first board signs the certificate.

Otherwise the ordinary part of § 78.580 governs. Under §§ 78.315 and 78.580, the board adopts the dissolution resolution using the general board-action rules. If no stock exists, directors alone approve. If stock exists, the directors recommend dissolution and the shareholders entitled to vote also approve. The board may condition submission on any lawful basis.

Shareholder vote, consent, and notice

The dissolution statute does not set a special supermajority. Under the general § 78.320 defaults, a majority of voting power is a quorum and meeting approval requires more votes for than against. Written consent requires at least a majority of voting power unless the governing documents require a different proportion.

For a meeting, § 78.580 requires notice of the proposed dissolution to every shareholder, whether or not entitled to vote. Section 78.370 requires written notice to entitled voters 10 to 60 days before the meeting. For written-consent approval, the corporation instead gives written notice within 10 days after the dissolution's effective date to each shareholder whose consent was not solicited.

Filing and effective time

Under § 78.580(4)-(5), the ordinary-route articles state the corporation's name, approval route, the names and residence or business addresses of the president, secretary, treasurer (or equivalents) and all directors, and the effective date and time. Section 78.580 requires an officer to sign that filing. The current Secretary of State form also asks for the entity or Nevada Business Identification Number.

The filing fee is $100. Filing is available through SilverFlume or by mail. The articles take effect on filing or at a stated date and time no more than 90 days later; a delayed date without a time takes effect at 12:01 a.m. Pacific time.

Winding up and claims

Under §§ 78.585 and 78.590, the dissolved corporation and its director-trustees may prosecute and defend matters, collect assets, discharge obligations, dispose of property, and distribute what remains after paying or adequately providing for liabilities. They may not continue the business for which the corporation was formed.

Nevada does not provide a direct-notice or publication safe harbor in this dissolution article. Instead, § 78.585 bars a covered remedy or cause of action unless commenced within two years after dissolution when the plaintiff learned or should have learned the underlying facts by dissolution, or within three years for other covered matters; any shorter applicable limitation remains. Under § 78.597, a shareholder's exposure is capped by both the shareholder's pro rata share and the value distributed.

Tax accounts and other closures

The dissolution filing does not include a Nevada tax-clearance certificate. Nevada Taxation separately directs a business to close Sales Tax, Use Tax, and Commerce Tax accounts through My Nevada Tax or its Close Account Form. That form does not close other state or local registrations. Closing Modified Business Tax also requires closing the unemployment-insurance account with the Employment Security Division and filing returns through the payroll-cessation date.

Under §§ 78.573 and 78.780, a narrow fee rule applies to a revoked corporation that proves it did not operate during the revocation period: it may dissolve without the additional back fees and penalties, but still pays the $100 dissolution filing fee.

Revival and court-process boundaries

Chapter 78 supplies no simple articles-of-revocation route for voluntary dissolution. Under §§ 78.730 and 78.740, Nevada creates a separate renewal-or-revival process, with § 78.180 compliance, filings, past obligations, and majority written shareholder consent; its express relation-back language addresses a charter that expired or was revoked. It should not be treated as an automatic undo button for a filed voluntary dissolution.

After dissolution, §§ 78.600 and 78.610 permit a court to continue the directors as trustees or appoint receivers, keep their powers in place as long as needed, and supervise payment and distribution.

A domestic Nevada dissolution also is not a foreign withdrawal; the current Secretary of State packet gives an NRS 80 withdrawal selection for a foreign corporation. Insolvency and mismanagement may trigger the separate receiver routes in §§ 78.630 and 78.650. Abandonment, deadlock, and federal reorganization likewise invoke §§ 78.347 and 78.622 rather than this consensual route.

Statutes and sources

• NRS Chapter 78
• Nevada Secretary of State business forms
• Profit-corporation dissolution/withdrawal packet
• Nevada Department of Taxation: Close a Business