How to Close or Dissolve an LLC in Nevada: Forms, Fees & Process

1. What Does It Mean to Dissolve an LLC in Nevada?

Dissolving an LLC in Nevada is the formal legal action of ending a limited liability company’s existence after dissolution documents are accepted by the Nevada Secretary of State. Simply stopping operations, becoming inactive, or abandoning the business does not legally close the LLC.

Dissolution generally involves completing wind-up activities, filing Articles of Dissolution, settling debts, distributing assets under state law or an operating agreement, and completing all final federal and Nevada tax filings to ensure removal from state records.

2. When Should You Close or Dissolve a Nevada LLC?

You should close or dissolve a Nevada LLC when the business has permanently ceased operations, is no longer generating revenue, or has fulfilled the purpose for which it was formed. Voluntarily dissolving the LLC formally ends its legal existence with the Nevada Secretary of State and prevents the state from continuing to treat the company as an active business entity for administrative or legal purposes.

This section refers to voluntary dissolution, which is initiated by the LLC’s members or managers. Voluntary dissolution is distinct from administrative dissolution, which occurs when the state dissolves an LLC for statutory noncompliance—such as failing to maintain a registered agent, respond to official notices, or meet ongoing state requirements. Voluntary dissolution allows owners to control the closure process, properly wind down the business, resolve outstanding obligations, and reduce the risk of future notices, penalties, or legal exposure.

Common situations where dissolving a Nevada LLC is appropriate

1. Business inactivity: the LLC has stopped operating and does not intend to conduct business in Nevada or any other jurisdiction
2. Member-approved closure: the members have agreed to permanently close the LLC in accordance with the operating agreement or Nevada law
3. Business restructuring: the LLC is merging, converting to another entity type, or transitioning to a new business structure
4. Inability to continue operations: loss of required licenses, contracts, funding, or overall business viability
5. Preventive closure: formally dissolving the LLC to avoid ongoing state correspondence, unresolved obligations, or future filing and compliance complications

3. Things to Do Before Dissolving an LLC in Nevada

Before dissolving an LLC in Nevada, it is recommended to complete a few practical wind-down steps to ensure the business is closed cleanly and does not leave unresolved legal, tax, or administrative matters behind. While Nevada does not require tax clearance, certificates of good standing, or proof of compliance before filing Articles of Dissolution (Domestic LLC), addressing outstanding obligations in advance can help prevent post-dissolution notices, penalties, or follow-up issues.

The steps below are recommended best practices rather than formal filing requirements under Nevada law. Completing them before filing dissolution documents helps ensure an orderly closure before the LLC is formally dissolved with the Nevada Secretary of State.

Pre-dissolution checklist (recommended best practices)

1. Review the operating agreement: confirm any member approval requirements, voting thresholds, or dissolution procedures outlined in the LLC’s operating agreement or, if none exists, those provided under Nevada law
2. Approve and document the dissolution: obtain formal approval from members and record the decision in written resolutions or meeting minutes for legal, tax, and record-keeping purposes
3. Resolve outstanding debts and liabilities: pay or make reasonable provision for obligations owed to creditors, vendors, employees, contractors, and service providers before dissolution
4. Wind down business operations: complete or terminate open contracts, notify customers where appropriate, cancel subscriptions, and prepare to close business bank accounts and payment platforms
5. Review Nevada tax registrations and obligations: determine whether the LLC has any active Nevada tax accounts—such as sales tax, employer withholding, or unemployment insurance—and ensure required filings and payments are completed or closed
6. Review federal tax filing requirements: confirm all required federal filings associated with the LLC’s EIN are up to date and determine whether any final federal income, employment, partnership, or information returns are required based on the LLC’s federal tax classification
7. Assess federal BOI reporting obligations (if applicable): determine whether a final Beneficial Ownership Information (BOI) update is required due to ownership or control changes. BOI reporting is a federal requirement and applies independently of Nevada dissolution filings
8. Prepare and retain final records: organize financial records, tax filings, member approvals, and dissolution-related documents for future reference, verification, or audit purposes

These steps are recommended best practices and are not required by Nevada before filing Articles of Dissolution (Domestic LLC). Nevada requires only the filing of Articles of Dissolution to legally close a domestic LLC, but completing these steps helps reduce the risk of post-dissolution tax, legal, or administrative issues.

4. Step-by-Step: How to Close or Dissolve an LLC in Nevada

Closing or dissolving an LLC in Nevada is the legal process of formally ending the company’s existence with the Nevada Secretary of State. Simply stopping operations or allowing the LLC to remain inactive does not legally close the business. An LLC remains active in Nevada records until Articles of Dissolution (Domestic LLC) are filed and accepted by the state.

Key point: Nevada requires only one state filing to dissolve a domestic LLC—Articles of Dissolution. While Nevada does not require tax clearance, certificates of good standing, or proof of paid taxes before dissolution, completing recommended wind-down steps helps reduce the risk of post-dissolution notices or follow-up issues.

1. Approve the dissolution (legally required): obtain member approval as required by the LLC’s operating agreement or, if none exists, under Nevada law. Document the approval in written resolutions or meeting records.
2. Complete wind-down activities (recommended): settle outstanding debts and liabilities, complete or terminate contracts, notify creditors or customers where appropriate, and formally cease business operations.
3. Review Nevada tax registrations (recommended): determine whether the LLC has active Nevada tax accounts—such as sales tax, employer withholding, or unemployment insurance—and complete required filings or close accounts as applicable.
4. Review federal tax and reporting obligations (recommended): confirm all required federal filings associated with the LLC’s EIN are complete and determine whether any final income, employment, partnership, or information returns are required.
5. Prepare the Articles of Dissolution (legally required): complete the Articles of Dissolution (Domestic LLC), the official form used to terminate the LLC’s legal existence under Nevada law.
6. File the Articles of Dissolution (legally required): submit the form online or by mail with the Nevada Secretary of State. The filing fee is $30 for online submissions and $50 for paper filings. Online filings are typically processed the same day or within one business day.
7. Confirm dissolution status (recommended): retain proof of filing and verify that the LLC’s status shows “Dissolved” in Nevada business records, confirming the company is no longer active.

5. DIY vs Professional LLC Dissolution Services

Nevada LLC owners may dissolve their business either on their own or with professional assistance. Nevada’s dissolution process is relatively straightforward, and many single-member or inactive LLCs with no outstanding debts or unresolved obligations can complete the process without outside help by filing Articles of Dissolution (Domestic LLC) with the Nevada Secretary of State.

Professional dissolution support is optional under Nevada law and is not required to legally close an LLC. Whether assistance is helpful depends on the LLC’s ownership structure, prior administrative issues, outstanding obligations, and the owner’s comfort handling legal and administrative filings.

What typically increases the complexity of dissolving a Nevada LLC?

1. Multiple members or unclear voting, approval, or dissolution provisions in the operating agreement
2. Outstanding debts, contracts, lawsuits, or unresolved creditor claims
3. Prior administrative dissolution, unresolved state or federal tax accounts, or incomplete wind-down activities

When professional dissolution support may be helpful

1. Reducing the risk of missed steps, improper filing order, or incomplete wind-down activities
2. Assistance with Nevada-specific filings, including Articles of Dissolution (Domestic LLC), and review of final obligations
3. Added confidence that the LLC is properly dissolved and no longer subject to ongoing administrative notices or future filing complications

6. Filing Fees, Processing Time, and Approval Timeline

Understanding filing fees and processing timelines helps set clear expectations when closing or dissolving an LLC in Nevada. Nevada’s dissolution process is generally fast, and approval timing primarily depends on whether the filing is complete and whether the Articles of Dissolution are submitted online or by mail to the Nevada Secretary of State.

Nevada LLC dissolution filing fee

To dissolve a domestic LLC in Nevada, owners must file Articles of Dissolution (Domestic LLC) with the Nevada Secretary of State. The current state filing fee is $30 for online filings and $50 for paper filings. Nevada does not require tax clearance, certificates of good standing, or approval from the Nevada Department of Revenue before dissolution documents can be filed.

Processing time

Online Articles of Dissolution filings are typically processed the same day or within one business day, provided the submission is complete and accurate. Paper filings generally take longer due to mailing time and manual state processing. Because standard processing is already fast, Nevada does not typically offer expedited dissolution services.

When dissolution becomes legally effective

A Nevada LLC is officially dissolved once the Nevada Secretary of State accepts and records the Articles of Dissolution (Domestic LLC). At that point, the LLC’s status in state records changes to “Dissolved”, and the company is no longer considered an active Nevada business entity.

After approval: what to keep and verify

After dissolution is approved, retain copies of the filed Articles of Dissolution and the state’s acceptance confirmation. These documents may be required later for tax filings, banking closures, contract terminations, audits, or legal verification.

If you prefer assistance with document preparation, filing coordination, or review of final obligations, FormLLC can help ensure your Nevada LLC dissolution is completed accurately and without unnecessary delays or follow-up issues.

7. Final Tax Filings and Compliance Related to Dissolution

Although Nevada does not require tax clearance or approval from the state before an LLC can be dissolved, owners should complete any applicable final tax filings and properly close related tax accounts. Taking these steps helps reduce the risk of future notices, penalties, or enforcement actions after dissolution.

Nevada state-level tax and closure steps

• Review active Nevada tax registrations: determine whether the LLC has any open tax accounts with the state, such as sales and use tax, Modified Business Tax (MBT), employer withholding, unemployment insurance, or Commerce Tax, and confirm whether filings or payments are required through the date of dissolution.
• Resolve outstanding Nevada tax obligations: identify and pay any unpaid Nevada state taxes—such as sales tax, MBT, employer withholding, unemployment insurance contributions, or Commerce Tax—along with any accrued penalties or interest.
• File final Nevada tax returns (if applicable): submit any required final state tax returns with the Nevada Department of Revenue and mark them as final where appropriate. While Nevada does not require tax clearance to dissolve an LLC, state tax accounts should still be properly closed.
• Close Nevada tax accounts: formally close or update any active state tax registrations—such as sales tax permits, employer withholding accounts, or MBT accounts—to prevent future reporting or filing obligations.
• Cancel state and local licenses or permits: terminate any Nevada or local business licenses, permits, or registrations associated with the LLC to avoid renewal notices or unnecessary fees.

Federal tax and record-keeping considerations

• Complete final federal tax filings: file all required federal returns associated with the LLC’s EIN, including final income, partnership, S corporation, or employment tax filings, depending on the LLC’s federal tax classification.
• Retain dissolution and tax records: keep copies of final tax filings, confirmation of account closures, and the filed Articles of Dissolution (Domestic LLC) for future reference, verification, audits, or compliance inquiries.

8. What Happens If You Don’t Properly Dissolve an LLC in Nevada?

Simply stopping business operations does not legally close an LLC in Nevada. Until Articles of Dissolution (Domestic LLC) are filed with and accepted by the Nevada Secretary of State, the LLC continues to exist as a legal entity in Nevada’s business records—even if the company is inactive or no longer operating.

Failing to complete a voluntary dissolution can expose owners to ongoing legal, financial, and administrative risk. This differs from administrative dissolution, which occurs when the state dissolves an LLC for statutory noncompliance (such as failing to maintain a registered agent). Administrative dissolution is a state enforcement action and does not properly close the business or eliminate existing debts, contracts, or tax obligations.

Common consequences of not properly dissolving a Nevada LLC

• Continued legal existence: Without filed Articles of Dissolution, the LLC remains listed as active in Nevada records.
• Ongoing state correspondence: The LLC may continue to receive compliance notices or administrative communications from the state until it is formally dissolved.
• Unresolved liabilities: Administrative dissolution does not eliminate responsibility for unpaid debts, contracts, or state and federal tax obligations.
• Member and financial exposure: Incomplete wind-down activities or unresolved claims can create ongoing legal or financial risk for LLC members.
• Future filing complications: Improperly closed LLCs may face delays or added requirements when reinstating, dissolving at a later date, or forming new businesses in Nevada.

9. Closing a Foreign LLC Registered in Nevada

What is a foreign LLC?

A foreign LLC is a limited liability company that was formed in another U.S. state or jurisdiction but is registered to conduct business in Nevada. If a foreign LLC no longer conducts business or has ceased operations in Nevada, it must formally withdraw its registration with the state to end its legal authority to transact business in Nevada.

Withdrawal vs. dissolution

Nevada does not recognize a “foreign LLC dissolution.” Instead, a foreign LLC must file for withdrawal to terminate its authority to conduct business in Nevada. Withdrawal does not dissolve the LLC in its home state—it only ends the company’s legal presence in Nevada.

To withdraw, the LLC must file an Application for Withdrawal (Foreign LLC) with the Nevada Secretary of State. Any dissolution or permanent closure of the LLC itself must be completed separately under the laws of the state or jurisdiction where the LLC was originally formed.

Common requirements to withdraw a foreign LLC from Nevada

• File an Application for Withdrawal (Foreign LLC) with the Nevada Secretary of State
• Pay the $5 Nevada state filing fee for foreign LLC withdrawal
• Resolve any outstanding Nevada tax obligations, such as sales and use tax, Modified Business Tax (MBT), employer withholding, unemployment insurance, or Commerce Tax, through the Nevada Department of Revenue, if applicable
• Confirm the LLC’s status in its home state remains active, withdrawn, or properly dissolved, as required by that jurisdiction

After withdrawal is approved

• The foreign LLC is no longer authorized to conduct business in Nevada
• Registration with the Nevada Secretary of State ends, and the LLC is removed from Nevada’s active business records
• Proof of withdrawal should be retained for tax records, banking matters, audits, and future business registrations

10. Conclusion

Closing or dissolving an LLC in Nevada is a formal legal action that permanently ends the business’s existence under state law. Simply stopping operations is not enough—an LLC remains active in Nevada records until Articles of Dissolution (Domestic LLC) are filed with and accepted by the Nevada Secretary of State.

By completing recommended wind-down steps, addressing any remaining tax obligations, and filing Articles of Dissolution, LLC owners can close their businesses with confidence and reduce the risk of future notices or follow-up issues. Nevada’s low filing fees and typically fast processing make voluntary dissolution straightforward when handled correctly. If you prefer guided assistance, FormLLC can help ensure your Nevada LLC is dissolved accurately and without unnecessary delays.