To close an LLC in Nevada, the members vote to dissolve, wind up the business and pay creditors in the order state law requires, close out tax and employment accounts, and then file Articles of Dissolution with the Secretary of State for a $100 fee. Skipping the formal filing doesn’t make the company go away. Nevada keeps charging a $150 annual list fee and a $200 state business license fee every year the LLC stays on the rolls, and late penalties pile on top.1
Get Member Approval First
Under NRS 86.491, a voluntary dissolution starts with a member vote. The default rule is unanimous: unless your operating agreement sets a lower threshold, every member has to agree in writing or on the record. A simple majority isn’t enough.
Dissolution can also be triggered automatically by something written into the articles of organization or operating agreement, such as a fixed end date or the departure of a named member. Whatever the trigger, put it in the minutes. You want a clean paper record of the decision in case a member or creditor questions it later.
Wind Up the Business
Once dissolution is triggered, the LLC stops taking on new business and enters a winding-up period. NRS 86.491 puts a manager who didn’t wrongfully cause the dissolution in charge of that process. If there’s no manager, the members handle it or appoint someone all members approve.
Winding up means collecting money owed to the company, finishing contracts already in progress, notifying employees and vendors, liquidating assets, and closing bank accounts. The point is to turn what the LLC owns into cash so debts get paid and whatever’s left goes to members.
Pay in the Order Nevada Requires
NRS 86.521 sets a strict payment sequence:
- Outside creditors get paid first. Members who are owed money as creditors (rather than in their capacity as members) get paid in this tier too.
- Members then receive their share of any profits or income owed on their contributions.
- Members get back their original capital contributions, in proportion to what each contributed.
Paying members before creditors are fully satisfied is one of the fastest ways to pierce the liability shield. If the LLC runs short, creditors can pursue members personally for distributions they received too early.
Close Your Nevada Tax and Employment Accounts
Nevada won’t finish processing a dissolution if state tax obligations are outstanding. File any remaining Commerce Tax and Sales and Use Tax returns for your final period of operations, then submit the Department of Taxation’s Close Account Form to cancel your Sales Tax, Use Tax, and Commerce Tax accounts.
The Close Account Form does not close a Modified Business Tax account. For MBT, call the Employment Security Division at (775) 684-6300 and give the date of your last payroll. When ESD updates your Unemployment Insurance account, the MBT account closes on the same effective date. File every MBT return through the closing date, even if you had no wages to report.
File the Articles of Dissolution
With debts settled and tax accounts closed, you’re ready for the filing that formally ends the LLC’s existence. NRS 86.531 requires Articles of Dissolution stating three things: the LLC’s legal name, that the company has been dissolved, and the effective date and time of dissolution. That effective date cannot be later than the filing date.
A manager signs the articles. If the LLC has no manager, a member signs. You’ll also need the LLC’s Nevada Business Identification number from your original Secretary of State filing confirmation.
The filing fee is $100. The fastest and cheapest route is online through the SilverFlume portal at nvsilverflume.gov, which processes filings the same day at no extra charge. Paper filings by mail, fax, or in person take a few business days depending on the Secretary of State’s current queue.
Close Federal Tax Accounts
The IRS doesn’t cancel an EIN, but it will deactivate the business account tied to it. Send a letter with the LLC’s legal name, EIN, business address, and the reason for closing the account. Include your original EIN assignment notice if you still have it. All outstanding federal returns must be filed and all taxes paid before the IRS will deactivate the account.
If the LLC had employees, file a final Form 941 (quarterly payroll tax) and a final Form 940 (federal unemployment) for the year the business closed. Check the “final return” box on each so the IRS stops expecting more filings.
Cancel Licenses and Permits Separately
Articles of Dissolution end the LLC with the Secretary of State but leave other registrations alone. Cancel the Nevada state business license directly. Renewal is $200 for LLCs, and missing it triggers a $100 late penalty, so getting the cancellation in promptly saves real money.
Check any local business licenses and permits in the cities or counties where the LLC operated. Clark County, Washoe County, and other jurisdictions each run their own cancellation processes. Professional licenses, contractor’s licenses, and health permits require contacting the issuing agency. None of these cancel themselves when you file with the Secretary of State.
Know the Creditor Claim Windows
Filing dissolution paperwork doesn’t immediately cut off lawsuits or creditor claims. NRS 86.505 keeps a dissolved LLC alive for litigation purposes on two timelines:
- Two years for claims where the plaintiff knew or should have known the underlying facts on or before the dissolution date.
- Three years for all other claims, including those a plaintiff couldn’t reasonably have discovered before dissolution.
After these windows close, unfiled claims are permanently barred. During the windows, the LLC exists only to defend and prosecute lawsuits, collect debts, and distribute remaining assets. It cannot resume normal operations. If you distributed everything to members while known creditors were still owed, those creditors can come after the members personally for what they received. A careful winding up now shrinks that exposure for the next two to three years.
Keep Records for Seven Years
Hold on to dissolution documents, tax returns, contracts, creditor correspondence, and meeting minutes for at least seven years after the final tax return is filed. The standard IRS audit window is three years, extending to six for substantial underreporting of income, with no limit at all if fraud is involved. Nevada’s creditor claim window runs up to three years post-dissolution, so records supporting the LLC’s financial position at closing stay relevant that whole time. Store them somewhere you can actually find them. A late claim or IRS inquiry is much easier to answer with the files in hand than without.