To close a Nevada business at the state level, you file articles of dissolution (for an LLC) or a certificate of dissolution (for a corporation) with the Nevada Secretary of State, and the filing fee is $100 for either entity type. That single filing is the pivot point, but it only works if the owners have approved the closure first and the entity is current on its state obligations. Skip the filing and Nevada keeps treating your business as active, which means annual reports, license renewals, and penalties continue to accrue whether or not you are still operating.
Get Owner Approval Before You File
The Secretary of State will not police your internal vote, but a filing made without proper authorization can be challenged later. Handle this step first and document it in writing.
Corporations
A Nevada corporation dissolves through a board resolution. If no stock has ever been issued, the directors alone can approve. If stock has been issued, the board recommends dissolution and the stockholders entitled to vote must also approve it.1Nevada Legislature. Nevada Code 78.580 – Procedure for Dissolution After Beginning of Business Check the articles of incorporation before the vote; they may require a supermajority. Stockholders can also approve by written consent instead of holding a meeting.
LLCs
An LLC dissolution defaults to a higher bar. Unless the operating agreement sets a different threshold, all members must vote or agree in writing to dissolve.2Nevada Legislature. Nevada Code 86.491 – Events Requiring Dissolution and Winding Up of Business Dissolution also happens automatically if the LLC has no remaining members for 180 days, or by court order.
What the Filing Must Contain
The paperwork differs by entity type, and the Secretary of State checks for specific items before processing.
Corporation Certificate of Dissolution
A corporation files under NRS 78.580. The certificate must state that the board (and stockholders, if applicable) approved dissolution and must include the names and addresses of the president, secretary, treasurer, and every director. An officer signs it.1Nevada Legislature. Nevada Code 78.580 – Procedure for Dissolution After Beginning of Business
You can make the dissolution effective on the filing date or on a future date up to 90 days out. Pick a future date without specifying a time and it takes effect at 12:01 a.m. Pacific on that date.1Nevada Legislature. Nevada Code 78.580 – Procedure for Dissolution After Beginning of Business A delayed effective date buys time to finish contracts or notify customers, but changing it after filing means an amendment and more fees.
LLC Articles of Dissolution
An LLC files under NRS 86.531. The filing must include the company name, a statement that the company has been dissolved, and the effective date and time. For an LLC, the effective date of dissolution cannot be later than the effective date of the articles themselves.3Nevada Legislature. Nevada Code 86.531 – Articles of Dissolution: Required Provisions Any wind-down should happen before filing, not after.
A manager signs for a manager-managed LLC; a member signs for a member-managed LLC. If none remain, the personal representative of the last remaining member signs, unless the operating agreement says otherwise.3Nevada Legislature. Nevada Code 86.531 – Articles of Dissolution: Required Provisions
Filing Fee and How to Submit
The base fee is $100 for both corporations and LLCs.4Nevada Legislature. Nevada Code 78.780 – Filing Fee: Certificate of Dissolution If you need faster processing, add one of the expedite fees on top of the base:
- 24-hour processing: $125
- 2-hour processing: $500
- 1-hour processing: $1,000
Those charges are in addition to the $100 filing fee.5Nevada Secretary of State. Trademarks Forms and Fees – Section: Expedite Services Payment can be made by check, money order, or credit card, with a convenience fee on online card payments.
You can file online through the Secretary of State’s business portal, mail your documents to the Carson City office, or file in person.6Nevada Secretary of State. Contact Us Online is the fastest option. Keep your confirmation and proof of payment.
Be in Good Standing Before You File
The Secretary of State will not process a dissolution for an entity that has fallen behind. Annual list filings, state business license fees, and any state taxes owed have to be current, so a delinquent entity has to be brought back into good standing first, penalties and all.
If you had employees, contact the Employment Security Division to close your unemployment insurance account and settle payroll obligations. Your Modified Business Tax account with the Department of Taxation is linked to that unemployment account and closes on the same effective date. You must file returns through the last payroll date, even for periods with no wages to report.7Department of Taxation. Close a Business
If your business collected sales tax, file a closeout form with the Department of Taxation. Nevada has no corporate income tax, but any outstanding sales tax, use tax, or Modified Business Tax must be cleared before dissolution is finalized.
Debts, Creditor Claims, and Distributions
Filing does not extinguish what the business owes. A dissolved corporation continues to exist for the limited purpose of winding up: collecting receivables, paying debts, honoring contracts, and distributing what remains to shareholders. It can still sue and be sued. Claims against a dissolved corporation must be brought within two years if the underlying facts were known at the time of dissolution, or within three years for other claims.8Nevada Legislature. Nevada Code 78.585 – Continuation of Corporation After Dissolution for Winding Up and Liquidating Its Business and Affairs
For an LLC, the managers (or the members, if there are no managers) act as trustees of the dissolved company with authority to settle its affairs, collect assets, pay debts, and distribute the balance.9Nevada Legislature. Nevada Code 86.541 – Filing and Effectiveness of Articles of Dissolution; Powers of Trustees of Dissolved Company
LLC Distribution Priority
Nevada sets a strict payment order for LLC assets on dissolution. Nothing goes to members in their capacity as owners until creditors are paid:
- First, creditors, including any members who are owed money as creditors (but not for their capital contributions).
- Second, members for their share of profits and income earned on contributions.
- Third, members for their original capital contributions.
Unless the operating agreement says otherwise, members share the remainder in proportion to their claims for capital and profits.10Nevada Legislature. Nevada Code 86.521 – Distribution of Assets After Dissolution
If the business cannot cover what it owes, you may need to negotiate with creditors or consider bankruptcy. Personal guarantees survive dissolution.
Cancel Your Business Licenses Separately
The dissolution filing does not cancel your state business license. The license stays active, and its annual renewal fees keep coming due, until you submit a separate cancellation request to the Secretary of State.11Nevada Secretary of State. Close A Business
Local licenses issued by a county or city are canceled through those offices directly. Some require a written request or final tax clearance. An uncanceled local license can generate fees and compliance notices months after you thought the business was done.
Federal Tax Steps With the IRS
Nevada has no corporate income tax, so it is easy to underweight the federal side. The IRS has its own deadlines that run independently of the state filing.
Corporations: File Form 966 Within 30 Days
A corporation (including an S corporation) must file IRS Form 966 within 30 days of adopting the resolution to dissolve.12Internal Revenue Service. Form 966 – Corporate Dissolution or Liquidation The clock starts from the board resolution, not from your Nevada filing. If the dissolution plan is later amended, file another Form 966 within 30 days of the amendment.
File a final corporate income tax return for the closing year and check the “final return” box near the top so the IRS stops expecting filings.13Internal Revenue Service. Closing a Business
LLCs: It Depends on the Tax Classification
An LLC taxed as a partnership files a final Form 1065, checks the “final return” box, and marks the “final K-1” box on each member’s Schedule K-1. An LLC taxed as a corporation follows the corporate rules above. A single-member LLC that is disregarded for tax purposes reports on the owner’s individual return.13Internal Revenue Service. Closing a Business
Deactivate the EIN
The IRS does not cancel EINs but will deactivate one so it is no longer tied to an active entity. Send a letter with the EIN, legal name, address, and reason for closure. All outstanding returns must be filed and taxes paid before the IRS processes the request.14Internal Revenue Service. If You No Longer Need Your EIN
After the Certificate Issues
When the Secretary of State processes your filing, you receive a certificate of dissolution. That confirms the entity no longer owes annual reports or state business license renewals to the Secretary of State. It does not close everything else. Close business bank accounts, notify insurance carriers, cancel your registered agent service, and inform any professional licensing boards that issued specialty permits. Each has its own process, and any one left open can keep generating fees after the business is gone.