Nonprofit Corporation Administrative Dissolution and Reinstatement in Nevada
At a glance
| Entity and agency | Domestic nonprofit under chapter 82; Secretary of State applies general corporation list/default/reinstatement rules, with nonprofit fee substitutions (§§ 82.193(1), (3), 78.175). |
|---|---|
| Report, fee, or tax failure | Annual officer/director list due by the last day of the incorporation anniversary month (or alternative due-date anniversary); missing filing or fee means default. Nonprofit list fee $50; default penalty $50 (§§ 82.193(3), 78.150(2), 78.170(1), (3)). |
| Agent and other grounds | Must maintain registered agent; failure to replace an agent before resignation or commercial-agent termination takes effect is a default (§§ 82.193(1), 78.097(1)–(2)). |
| Notice and cure | Secretary gives written default notice to registered agent, listing unpaid charges; electronic delivery at agent's request. Annual-list reminder goes 90 days before due date; revocation follows statutory anniversary without a separate numbered cure period (§§ 78.150(7), 78.175(1)–(2)). |
| When status changes | Charter revoked and right to transact business forfeited on first day of first anniversary of month after required filing month; Secretary then gives forfeiture notice (§ 78.175(2)–(4)). |
| Powers afterward | After revocation, directors hold property and assets in trust; an interested person may initiate proceedings. Reinstatement dismisses proceedings and returns property to officers (§ 78.175(5)). |
| Reinstatement window | Secretary reinstates an eligible revoked charter on statutory compliance, but not after five consecutive years of revocation. Chapter 82 separately permits charter revival (§§ 78.180(1), (3)–(4), 82.546). |
| Filings, payments, and name | File annual list, agent information, authorization declaration; pay delinquent list fees and penalties plus $100 nonprofit reinstatement fee. Taken name requires distinguishable new name or written, acknowledged consent (§§ 82.193(3), 78.180(1), (3), 78.185(1)–(2)). |
| Effect and review | Reinstatement relates back to forfeiture; charter revival may relate back to revocation. The reinstatement provisions state no special denial-appeal deadline (§§ 78.180(5), 82.546(5), 78.185). |
Requirements one by one
Default notice and revocation
The secretary's written default notice goes to the registered agent and itemizes unpaid filing charges (§ 78.175(1)). The annual-list notice arrives 90 days before the due date, but nonreceipt does not excuse the statutory penalty (§ 78.150(7)). An agent resignation or termination without a timely replacement filing also triggers default (§§ 82.193(1), 78.097(1)–(2)).
Reinstatement and revival
Reinstatement requires the current list, agent information, authorization declaration, and overdue charges (§§ 78.180(1), 82.193(3)). A charter revoked for five consecutive years cannot use reinstatement (§ 78.180(4)); chapter 82 separately allows revival by certificate, officer/director list, and authorization declaration (§ 82.546(1), (3)).
What trips people up
The annual list is due on the last day of the incorporation anniversary month unless an alternative due date has been selected (§ 78.150(2)). Revocation happens on a later statutory anniversary, and the secretary sends another notice after forfeiture (§ 78.175(2)–(4)). The general corporation statute's $300 reinstatement fee is replaced by the nonprofit chapter's $100 amount (§§ 78.180(1), 82.193(3)). A missing annual list or fee puts the entity into default (§ 78.170(1), (3)).
Common questions
Can a nonprofit keep its old name after revocation? If another entity has reserved or acquired it, the application must use a distinguishable new name unless the other holder gives written, acknowledged consent (§ 78.185(1)–(2)).
What happens to property after revocation? The directors hold it in trust; reinstatement requires dismissal of proceedings brought after forfeiture and restoration of the property to officers (§ 78.175(5)).
Statutes and sources
Nev. Rev. Stat. § 82.193
- A corporation shall have a registered agent in the manner provided in NRS 78.090 and 78.097. The registered agent and the corporation shall comply with the provisions of those sections.
Source: https://www.leg.state.nv.us/NRS/NRS-082.html (accessed 2026-09-28).
Nev. Rev. Stat. § 82.193
- A corporation is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that: (a) The fee for filing a list is $50; (b) The penalty added for default is $50; and (c) The fee for reinstatement is $100.
Source: https://www.leg.state.nv.us/NRS/NRS-082.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.097
- If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330, the corporation, before the effective date of the resignation or termination, shall file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340. 2. A corporation that fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 78.170 and 78.175.
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.150
- A corporation organized pursuant to the laws of this State shall, at the time of the filing of its articles of incorporation with the Secretary of State or, if the corporation has selected an alternative due date pursuant to subsection 12, on or before that alternative due date, file with the Secretary of State a list, on a form furnished by the Secretary of State, containing: (a) The name of the corporation; (b) The file number of the corporation, if known; (c) The names and titles of the president, secretary and treasurer, or the equivalent thereof, and of all the directors of the corporation; (d) The address, either residence or business, of each officer and director listed, following the name of the officer or director; and (e) The signature of an officer of the corporation, or some other person specifically authorized by the corporation to sign the list, certifying that the list is true, complete and accurate. 2. The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year, or, if, pursuant to subsection 12, the corporation has selected an alternative due date for filing the list required by subsection 1, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, an annual list containing all of the information required in subsection 1.
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.150
- The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 2, provide to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 4 and a reminder to file the annual list required by subsection 2. Failure of any corporation to receive a notice does not excuse it from the penalty imposed by law.
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.170
- Each corporation which is required to make a filing and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, and which refuses or neglects to do so within the time provided shall be deemed in default.
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.170
- For default there must be added to the amount of the fee a penalty of $75. The fee and penalty must be collected as provided in this chapter.
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.175
- The Secretary of State shall notify, by providing written notice to its registered agent, each corporation deemed in default pursuant to NRS 78.170. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically. 2. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the corporation is revoked and its right to transact business is forfeited. 3. The Secretary of State shall compile a complete list containing the names of all corporations whose right to transact business has been forfeited. 4. The Secretary of State shall forthwith notify, by providing written notice to its registered agent, each corporation specified in subsection 3 of the forfeiture of its charter. The written notice: (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid. (b) At the request of the registered agent, may be provided electronically. 5. If the charter of a corporation is revoked and the right to transact business is forfeited as provided in subsection 2, all the property and assets of the defaulting domestic corporation must be held in trust by the directors of the corporation as for insolvent corporations, and the same proceedings may be had with respect thereto as are applicable to insolvent corporations. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the charter, the proceedings must at once be dismissed and all property restored to the officers of the corporation.
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.180
- Except as otherwise provided in subsections 3 and 4 and NRS 78.152, the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the corporation its right to carry on business in this State, and to exercise its corporate privileges and immunities, if it: (a) Files with the Secretary of State: (1) The list required by NRS 78.150; (2) The statement required by NRS 78.153, if applicable; (3) The information required pursuant to NRS 77.310; and (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the corporation or, if the corporation does not have a board of directors, the equivalent of such a board; and (b) Except as otherwise provided in NRS 231.14057, pays to the Secretary of State: (1) The filing fee and penalty set forth in NRS 78.150 and 78.170 for each year or portion thereof during which it failed to file each required annual list in a timely manner; (2) The fee set forth in NRS 78.153, if applicable; and (3) A fee of $300 for reinstatement. 2. When the Secretary of State reinstates the corporation, the Secretary of State shall issue to the corporation a certificate of reinstatement if the corporation: (a) Requests a certificate of reinstatement; and (b) Pays the required fees pursuant to subsection 7 of NRS 78.785. 3. Except as otherwise provided in NRS 231.14057, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the charter occurred only by reason of failure to pay the fees and penalties. 4. If a corporate charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.180
- Except as otherwise provided in NRS 78.185, a reinstatement pursuant to this section relates back to the date on which the corporation forfeited its right to transact business under the provisions of this chapter and reinstates the
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 78.185
- Except as otherwise provided in subsection 2, if a corporation applies to reinstate or revive its charter but its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the corporation shall in its application for reinstatement submit in writing to the Secretary of State some other name under which it desires its corporate existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the corporation under that new name. Upon the issuance of a certificate of reinstatement or revival under that new name, the articles of incorporation of the applying corporation shall be deemed to reflect the new name without the corporation having to comply with the provisions of NRS 78.385, 78.390 or 78.403. 2. If the applying corporation submits the written, acknowledged consent of the artificial person having a name, or the person who has reserved a name, which is not distinguishable from the old name of the applying corporation or a new name it has submitted, it may be reinstated or revived under that name.
Source: https://www.leg.state.nv.us/NRS/NRS-078.html (accessed 2026-09-28).
Nev. Rev. Stat. § 82.546
- Except as otherwise provided in NRS 82.183, any corporation which did exist or is existing pursuant to the laws of this State may, upon complying with the provisions of NRS 78.150 and 82.193, procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or its existing charter, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired. (2) The information required pursuant to NRS 77.310. (3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate. (4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue. (5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter. (b) A list of its president, secretary and treasurer and all of its directors and their mailing or street addresses, either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the corporation or, if the corporation does not have a board of directors, the equivalent of such a board. 2. A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by an officer of the corporation. The certificate must be approved by a majority of the last-appointed surviving directors. 3. A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by its president or vice president and secretary or assistant secretary. The signing and filing of the certificate must be approved unanimously by the last-appointed surviving directors of the corporation and must contain a recital that unanimous consent was secured. The corporation shall pay to the Secretary of State the fee required to establish a new corporation pursuant to the provisions of this chapter.
Source: https://www.leg.state.nv.us/NRS/NRS-082.html (accessed 2026-09-28).
Nev. Rev. Stat. § 82.546
- Except as otherwise provided in NRS 78.185, a renewal or revival pursuant to this section relates back to the date on which the
Source: https://www.leg.state.nv.us/NRS/NRS-082.html (accessed 2026-09-28).
Nev. Rev. Stat. § 82.546
charter expired or was revoked and renews or revives the
Source: https://www.leg.state.nv.us/NRS/NRS-082.html (accessed 2026-09-28).
Source links
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