Nevada: Corporation Voluntary Dissolution and Closure Requirements
The short answer
Before any capital is paid and before business begins, a majority of the incorporators or first board may file Nevada's shortcut certificate. Otherwise the board adopts dissolution; directors alone approve if no stock exists, while issued-stock corporations also obtain shareholder approval. An officer files $100 articles listing the officers and directors. The dissolved corporation winds up after paying or providing for liabilities, and Nevada applies two- or three-year outside periods to covered claims rather than a notice safe harbor.
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This is the general rule in Nevada. Ask about your specific facts and see which parts of current Nevada law apply, with citations to the statutes.
| Governing law, entity, and route scope | Nevada Revised Statutes Chapter 78; Secretary of State; ordinary domestic private corporation uses NRS 78.575 before capital/business or NRS 78.580 otherwise |
|---|---|
| Pre-share or pre-business simplified route | Only before any capital is paid AND before business begins; majority of incorporators or directors named in articles signs certificate reciting both facts (§ 78.575) |
| Board proposal, recommendation, and conditions | Ordinary route: board adopts dissolution resolution and, if stock issued, recommends it to shareholders; submission may be conditioned on any lawful basis. General board quorum/majority and unanimous-consent rules apply; no express post-approval abandonment rule appears (§§ 78.315, 78.580) |
| Shareholder notice, vote, consent, and groups | No stock: directors alone. Stock issued: entitled shareholders approve; meeting action defaults to votes for exceeding votes against at majority-voting-power quorum, and written consent defaults to majority voting power. Notify every shareholder of proposal; 10-60 day meeting notice applies to entitled voters; non-solicited holders get notice within 10 days after written-consent dissolution (§§ 78.320, 78.370, 78.580) |
| Dissolution filing, signer, fee, and effect | File $100 articles with Secretary: name, director/director-plus-shareholder approval, president/secretary/treasurer-equivalent and all director names/addresses, effective date/time; ordinary route signed by officer. Current packet also requests NVID. Immediate or delayed up to 90 days; online SilverFlume or mail (§§ 78.580, 78.780; SOS packet) |
| Reports, tax clearance, and agency steps | No tax-clearance attachment appears in statute or current SOS packet. Separately close Sales/Use/Commerce Tax in My Nevada Tax or Close Account Form; close UI with ESD to close MBT and file returns through payroll cessation. A revoked nonoperating corporation may qualify to dissolve without back fees/penalties beyond $100 (§ 78.573; Taxation/SOS) |
| Winding up, liabilities, and distributions | Continues as body corporate only to sue/defend, settle and close, collect assets/obligations, dispose of property, pay or adequately provide liabilities, then distribute; directors become trustees. Court trustees/receivers pay liens by priority, other proved debts, then shareholders (§§ 78.585, 78.590, 78.600, 78.610) |
| Known, unknown, and contingent claims | No Chapter 78 direct-notice/publication safe harbor stated. Covered remedy/cause: 2 years after dissolution if plaintiff knew/should have known underlying facts by dissolution, otherwise 3 years; shorter limitations remain. Shareholder exposure is capped by pro rata claim share/distribution and aggregate distribution (§§ 78.585, 78.597) |
| Revocation, termination, and survival | No simple dissolution-revocation filing appears. Separate revival law broadly covers a corporation that did or does exist and requires § 78.180 compliance plus majority-voting-power written consent (or director majority if no stock); § 78.740's express relation-back addresses expired/revoked charters. No later terminal filing; court may continue trustee/receiver powers as necessary (§§ 78.600, 78.730, 78.740) |
| Foreign, insolvency, and judicial boundaries | Domestic dissolution is not foreign withdrawal; current packet separates the NRS 80 foreign-withdrawal route. Insolvency, creditor/owner court receivership, fraud/mismanagement, abandoned business, or federal reorganization belongs in §§ 78.347, 78.600-.650 or § 78.622, not this consensual filing |
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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
Source links
Every statute quoted above, linked, with the date we checked it.
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