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What are the legal ramifications for not dissolving an LLC in Nevada?

Reno, NV |
Filed under: Business

I have an LLC in Nevada formed back in 2005 but have not been kept up to date. It is now revoked. Bringing it to current would cost around $3K in fees. I do not intend to bring it current but was told I cannot dissolve it until the late fees are paid.

What are the legal ramifications for not dissolving an LLC in Nevada?

Attorney Answers 3


  1. The only ramification is that if you ever want to reinstate the LLC, you will need to bring the LLC current with the Secretary of State. As you have discovered, that can be very expensive. Often, people do not want to pay the $100 filing fee to dissolve the company and simply let it lapse. There really isn't any thing wrong with that unless there is a chance you may need to operate the LLC in the future or bring a lawsuit on its behalf.

    This is general information that is not to be construed as creating an attorney-client relationship. Please consult with an attorney to obtain legal advice with regard to your specific situation.


  2. No real ramifications, unless there are debts and you take assets.

    In some form or another, when the LLC dies, the members and/or managers become trustees of the property for the creditors. If there are no outside creditors, the members are the only creditors, and receive the assets.

    Note that some other states have wildly different results, and the officers/members may be personally liable for the annual fees.


  3. Unless there are outstanding debts or other contractual obligations of the LLC that leave some other person or entity hanging, you can just let the company die a natural death (by not renewing). If, however, there is any chance you will need the LLC to conduct some business or sue another person or business, reviving it might make sense, rather than having to do it later at even much greater expense.

    Mr. Williams is licensed to practice law in the state of Nevada. The foregoing response does not constitute legal advice and does not create an attorney/client relationship. The response is, essentially, educational only, and is intended to provide general legal information about the matters presented by the question. Often, the question does not include significant and important facts, dates and other information that, if known, could significantly affect the appropriateness of the response and make it unsuitable. Mr. Williams strongly advises consulting directly with an attorney licensed in your state in order to ensure proper advice and counsel is received.

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