The Nevada Limited Liability Company Act outlines the filing requirements for forming an LLC in the state of Nevada. Under this act, an LLC must file articles of organization with the Nevada Secretary of State to conduct business as an independent legal entity.

Nevada LLC Act Requirements

To register an LLC in Nevada, the company must adhere to the regulations within the Nevada LLC Act. The LLC's name must:

  • Be different from the names of business ventures filed with the Secretary of State.
  • Include certain words, such as limited liability company or its abbreviation, LLC.
  • Get certified and licensed by a Nevada business regulatory or professional agency to use words for professionals and businesses, such as doctor, engineer, accountant, bank, or trust.

The articles of organization document must at least include:

  • The LLC's name.
  • The LLC's registration agent's name and address.
  • A statement declaring if the LLC is member- or manager-managed and who that manager is.
  • Names and addresses of every managing member or manager.
  • Names and addresses of the articles of organization document planner, or the LLC's organizer.

Filing Process

  • Articles of organization can only be filed once signed by the LLC's organizer.
  • Articles of organization might also include the signature of the LLC's registration agent, to show that that individual has been appointed as the acting registration agent.
  • If a different certificate of acceptance is not in the articles of organization, it must be added to them.
  • Then, follow the instructions on the state secretary's filing guidelines form.
  • Nevada's LLC laws require keeping a copy of the filed articles of organization with the registered agent's office. The state's secretary will give back one stamped compliant copy of the articles.
  • Include the mailing address the state's secretary must use to return the compliant copy of the articles of organization.

Dissolving a Limited Liability Company in Nevada

The articles of organization outline when an LLC can be dissolved. Conditions for dissolving an LLC in Nevada include:

  • An event in the operating agreement occurring.
  • Members voting to dissolve the LLC.
  • Dissolution due to judicial orders.
  • If it's not feasible for the company's business to go on in compliance with the articles of organization or an operating agreement.

If an LLC gets dissolved, its assets get distributed to:

  • Creditors and LLCs members, without including their contributions.
  • LLC members according to their profit rights and other compensation, through income on their distribution.
  • Members in context of their capital contribution to the LLC. As specified in the operating agreement statement, members might have a stake in the LLC's assets according to their capital and profit claims.

After distributing the LLC's assets, the company should prepare and sign articles of dissolution that include:

  • The limited liability company's name.
  • The declaration that the LLC has been or is to be dissolved.
  • The effective date and time of the LLC's dissolution, which cannot be later than the effective date and time of the articles of dissolution.
  • The manager's signature. If unavailable, a company member can sign the dissolution articles.

After the LLC's articles of dissolution are signed, they should be filed with Nevada's State Secretary. This makes the dissolution effective and the company defunct, so long as there aren't any existing proceedings, suits, or other relevant actions within the statute. The manager is authorized to dispose of company property, transfer real estate ownership, or carry out actions on behalf of or in the name of the insolvent company.

Foreign LLCs

Business owners registering a foreign LLC in the state should file the application for registering a foreign LLC with the state's secretary in person or via email, mail, or fax. The application should include a copy of the original articles of organization and a certificate of good conduct in the state where the business was formed. You can find information about and forms for this process on the Nevada State Secretary office website.

Should you need help with Nevada Limited Liability Company Act, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law school such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures and Airbnb.