Nonprofit Corporation Voluntary Dissolution Filing Requirements in Nevada

At a glance

Requirements one by one

Board or manager approval

Under § 82.446, a majority of members can submit a written request for voluntary dissolution. It gives reasons, names three members as liquidation trustees, and requires any approval reserved to a superior organization or person in the articles. Filing the request with both the directors and the Secretary ends the directors' powers. That route differs from the board resolution and officer certificate in § 82.451.

Member vote and class approval

The § 82.451 meeting route counts all voting power, rather than only votes cast. If eligible voting power totals 100, holders of 51 must approve. Section 82.291's default quorum of 10% does not lower that approval threshold. Section 82.276 permits majority-voting-power written consent, subject to governing documents and any greater meeting threshold; § 82.326 supplies a ballot route subject to its quorum-response and approval requirements. The member-request route instead says a majority of members.

Filing document contents and signature

The § 82.451 filing combines an officer-signed certificate stating statutory compliance with a list identifying the principal officers and every director, including residence or business addresses. Section 82.525 requires the record to be on or accompanied by the Secretary's prescribed form. The member-request procedure files the request described in § 82.446.

Revocation or reversal

Section 82.546 supplies a separate charter-renewal and revival framework. It requires compliance with the incorporated annual-list and registered-agent provisions, a certificate with the statutory statements, an officer/director list and a perjury declaration of court or board authorization. Revival calls for unanimous consent of the last-appointed surviving directors and signatures by the president or vice president and secretary or assistant secretary. The corporation pays the fee required to establish a new corporation. Renewal of an unexpired charter uses an officer signature and majority approval of the last-appointed surviving directors. This is a charter procedure with its own eligibility conditions; confirm its application before using it to reverse a voluntary dissolution.

What trips people up

A date-only delayed § 82.451 certificate takes effect at 12:01 a.m. Pacific on the selected date, not at the end of that day. The maximum delay is 90 days.

Liquidation authority depends on the route. Under § 82.451, directors become trustees and a majority of those remaining acts for the trustees. Under § 82.446, the filed request ends directors' powers. Section 82.461 requires debts to be paid and distinguishes conditionally returnable property from charitable-use assets governed by a distribution plan.

Common questions

Must every member notice be mailed on paper? Section 82.336 permits its specified delivery methods, including electronic notice under subsection 9 when the applicable consent conditions are met.

Does filing dissolution mean liquidation must already be finished? Section 82.451 appoints liquidation trustees upon dissolution, and §§ 82.456 and 78.585 preserve corporate existence for settling, collecting, disposing of property and winding up.

Statutes and sources

Nev. Rev. Stat. § 82.446

1. A corporation may be dissolved and its affairs wound up voluntarily by the written request of a majority of the members and any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. The request must: (a) Be addressed to the directors. (b) Specify reasons why the winding up of affairs of the corporation is deemed advisable. (c) Name three persons who are members to act as trustees in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees. 2. Upon filing of the request with the directors and in the Office of the Secretary of State, all powers of the directors cease.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.451

1. A corporation may be dissolved and its affairs wound up voluntarily if the board of directors adopts a resolution to that effect and calls a meeting of the members entitled to vote to take action upon the resolution. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. The meeting of the members must be held with due notice. If at the meeting the members entitled to exercise a majority of all the voting power consent by resolution to the dissolution, a certificate signed by an officer of the corporation setting forth that the dissolution has been approved in compliance with this section, together with a list of the names and addresses, either residence or business, of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the corporation, must be filed in the Office of the Secretary of State. 2. If a corporation has no members entitled to vote upon a resolution calling for the dissolution of the corporation, the corporation may be dissolved and its affairs wound up voluntarily by the board of directors if it adopts a resolution to that effect. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. A certificate setting forth that the dissolution has been approved in compliance with this section and a list of the officers and directors, signed as provided in subsection 1, must be filed in the Office of the Secretary of State. 3. Upon the dissolution of any corporation under the provisions of this section or upon the expiration of its period of corporate existence, the directors are the trustees of the corporation in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees. 4. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.456

1. Actions available to or against a corporation or its directors, officers or members are limited as provided in NRS 78.585. 2. A corporation dissolved under this chapter and its directors, trustees, receivers, members, creditors and the district court have all the rights, duties and liabilities they have with respect to dissolved corporations governed by chapter 78 of NRS as provided by NRS 78.585 and 78.615. 3. The district court and the clerk of the court have the same powers and duties with respect to dissolved corporations governed by this chapter as they have with respect to dissolved corporations governed by chapter 78 of NRS as provided in NRS 78.600, 78.605, 78.615 and 78.620.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.461

1. Wind up the corporation; 2. Realize upon its assets; 3. Pay its debts; and 4. Distribute the residue of its money and property as follows: (a) Assets held by the corporation on the condition that upon dissolution they be returned, transferred or conveyed must be returned, transferred or conveyed as required; (b) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance upon dissolution, must be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution; (c) Other assets, if any, must be distributed in accordance with the provisions of the articles or the bylaws to the extent the articles or bylaws determine the distribution of assets; and (d) Any remaining assets may be distributed to the members and such persons, societies, organizations or domestic or foreign corporations, whether or not for profit, as may be specified in the plan of distribution.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.271

1. Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of the corporation, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business at their respective meetings, and the act of a majority of the directors or delegates present at a meeting at which a quorum is present is the act of the board of directors or delegates. 2. Unless otherwise restricted by the articles or bylaws, any action required or permitted to be taken at any meeting of the board of directors or the delegates or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or the delegates or of such committee. If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required. 3. Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology which allows the participants to communicate simultaneously or sequentially. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.276

1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written consent of members holding at least a majority of the voting power, except that: (a) If any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required; and (b) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in this chapter. 2. In no instance where action is authorized by written consent need a meeting of members be called or notice given. 3. Unless otherwise restricted by the articles or bylaws, members may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology which allows the members to communicate simultaneously or sequentially. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.336

1. A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if: (a) The board of directors or persons authorized to do so by the articles or bylaws demand such a meeting; or (b) At least 5 percent of the members demand such a meeting. The demand must state the purpose for the meeting. Those making the demand on the corporation must sign, date and deliver their demand to the president, chair of the board or the treasurer of the corporation. The corporation must then immediately give notice of a special meeting of delegates or members as set forth in subsections 2 to 7, inclusive, or subsection 9. 2. Whenever under the provisions of this chapter delegates or members are required or authorized to take any action at a meeting, the notice of the meeting must be in writing and signed by the president or the chair of the board or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the bylaws may prescribe or permit or the directors designate. 3. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this State, where it is to be held. 4. A copy of the notice must be delivered personally, mailed postage prepaid or given as provided in subsection 9 to each delegate or member, as the case may be, entitled to vote at the meeting not less than 10 nor more than 60 days before such meeting. If mailed, it must be directed to the person at his or her address as it appears upon the records of the corporation. Upon the mailing of any notice the service thereof is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail for transmission to the person. Personal delivery of the notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership. 5. The articles or bylaws may require that the notice be also published in one or more newspapers. 6. Notice duly delivered or mailed to a delegate or member in accordance with the provisions of this section and the provisions, if any, of the articles or bylaws is sufficient, and in the event of the transfer of a membership after the delivery or mailing and before the holding of the meeting it is not necessary to deliver or mail notice of the meeting to the transferee. 7. Any delegate or member may waive notice of any meeting by a writing signed by the delegate or member, or his or her duly authorized attorney, either before or after the meeting. 8. Unless otherwise provided in the articles or bylaws, whenever notice is required to be given, under any provision of this chapter or the articles or bylaws of any corporation, to any member to whom notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to the member during the period between those two consecutive annual meetings, have been mailed addressed to the member at his or her address as shown on the records of the corporation and have been returned undeliverable, the giving of further notices to the member is not required. Any action or meeting taken or held without notice to that person has the same force and effect as if the notice had been given. If any such person delivers to the corporation a written notice setting forth his or her current address, the requirement that notice be given to the person is reinstated. If the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this title, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection. 9. Any notice to members or delegates given by the corporation pursuant to any provision of this chapter, chapter 92A of NRS, the articles of incorporation or the bylaws is effective if given in the same manner that a corporation is required to give notice to its stockholders pursuant to NRS 78.370.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.531

1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation, certificates pursuant to NRS 82.061 and 82.063 and records for dissolution is $50 for each record. 2. Except as otherwise provided in NRS 82.193 and subsection 1, the fees for filing records are those set forth in NRS 78.765 to 78.785, inclusive.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.525

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State. 2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record. 3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form: (a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and (b) Unless otherwise provided in the record, the provisions of the record control in every other situation. 4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.291

Unless otherwise provided in the articles or bylaws, a quorum for a meeting of members is 10 percent of the voting power of the members entitled to vote and a quorum for a meeting of delegates is a majority of the voting power of the delegates. An amendment to the bylaws to increase the quorum required for any action by the members or delegates must be approved by the members.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.326

1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter. 2. A written ballot must: (a) Set forth each proposed action or candidate; and (b) Provide an opportunity to vote for or against each proposed action. 3. Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. 4. Solicitations for votes by written ballot must: (a) Indicate the number of responses needed to meet the requirement of a quorum; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify the time by which a ballot must be received by the corporation in order to be counted. 5. Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked. 6. Nothing in this section shall be construed to restrict the rights of a corporation to act as provided in NRS 82.276.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 82.546

1. 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. 4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation named therein.

Official text (accessed 2026-09-30).

Nev. Rev. Stat. § 78.585

The corporation continues as a body corporate for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or character by or against it and of enabling it 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 it was established.

Official text (accessed 2026-09-30).