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How to Dissolve an LLC in Nevada: Articles of Dissolution

Last verified: November 5, 2026

To dissolve a Nevada LLC, you file articles of dissolution with the Secretary of State. The statutory filing fee is $100 under NRS 86.561(1)(c), not the $75 that the Secretary of State charges to form the LLC. Our position: settle your debts and tax accounts first, then file the articles before the month of your formation anniversary, because that is the month your next annual list and $200 state business license renewal fall due.

This guide is for members and managers closing a Nevada LLC. If you run a corporation, the filing and fee are different (start with our Nevada corporation guide). A sole proprietor without a filed entity does not file articles of dissolution at all; see our Nevada sole proprietorship guide.

What You Need Before You Start

  • Articles of organization and operating agreement: the operating agreement can change the default voting rule in Step 1.
  • Member records: a current list of members and managers, because the articles must be signed by a manager, or by a member if there is no manager.
  • Account numbers: your federal EIN, your Nevada state business license number and any Department of Taxation or unemployment insurance accounts.
  • Last filed returns: your most recent federal return and, if you have employees, your latest payroll returns.
  • Portal access: an account on the Nevada ORION business portal, which replaced the SilverFlume entry point.
  • The filing fee: $100 for the articles of dissolution, plus any expedite fee you choose to add.

Step-by-Step: Dissolving Your Nevada LLC

Step 1: Confirm the Dissolution Vote

Under NRS 86.491(1), an LLC must be dissolved when its articles of organization set a date or event, or, unless the articles or operating agreement say otherwise, when all members vote for it or agree in writing. So the default is unanimous consent, not a majority. Read your operating agreement first, because it may set a different threshold. Put the decision in a signed written consent. A sole member simply signs the consent.

If the LLC has had no members for 180 days, the same section requires dissolution unless the last member's personal representative agrees in writing to continue it, or a new member is admitted within that period.

Step 2: Deal With Creditors and Final Bills

Chapter 86 does not set a creditor-notice procedure or a waiting period for LLC dissolution; we found none in NRS 86.491 to 86.541. That is our reading of the statute, so ask a Nevada attorney if you have significant debts. The distribution order is fixed, though. Under NRS 86.521, creditors are paid first, then members for their share of profits, then members for their capital contributions.

As a practical matter, write to known creditors, landlords and customers with open orders, state the date you intend to file, and keep copies. This is reasoning, not a statutory requirement. It matters because of the claim windows in Step 10.

Step 3: Choose Your Filing Date Around the Anniversary Month

An LLC files its annual list, with a $150 fee, by the last day of the month in which its formation anniversary falls (NRS 86.263(2) and (4)). The $200 state business license renewal is due with that list, "unless the person submits a certificate or other form evidencing the dissolution of the entity" (NRS 76.130(1)(a)). A renewal that is late carries a $100 penalty under the same section.

The practical conclusion: if you file your articles of dissolution before your anniversary month, you should not owe another license renewal. If you file after it, the renewal was already due. This replaces the older advice that you must always pay the $200 first. Whether the $150 annual list still applies to a company that has already filed its articles is not answered in the sections we read, so confirm with the Secretary of State before you rely on skipping it. Our annual list and license renewal guide covers the dates in detail.

Step 4: Prepare the Articles of Dissolution

NRS 86.531 lists what the articles must contain: the LLC's name, a statement that the dissolution was approved under NRS 86.491 or decreed by a court, and the effective date and time. The effective time is the moment of filing unless you name a later date, and the later date cannot be more than 90 days after filing. Nothing in that section requires the formation date, a plan of distribution or the registered agent's signature.

The articles are signed by a manager, or by a member if the LLC is member-managed. If there is no manager or member left, the last member's personal representative signs. The Secretary of State lists the current form under Nevada Secretary of State: close a business.

Step 5: File With the Secretary of State

File through the Nevada ORION business portal. The fee is $100 under NRS 86.561(1)(c). Expedited service is optional: NRS 225.140(2)(d) caps the Secretary of State's special-service fee at $125 for 24 hours, $500 for 2 hours and $1,000 for 1 hour. Those are ceilings, not confirmed charges, so read the total shown at checkout before you pay.

The portal content is not readable by our scripts, so we could not confirm current processing times or any portal surcharge. Check the Secretary of State's current processing dates, and keep the filed-stamped copy; you need it for Steps 6 and 9.

Step 6: Close State Tax and Employer Accounts

Filing the articles does not close your Department of Taxation accounts. Use My Nevada Tax to file your last returns and to ask the Nevada Department of Taxation how to close each account, such as sales tax or Modified Business Tax. If you paid wages, the Modified Business Tax return is due by the last day of the month after each calendar quarter (NRS 363B.110(3)), so file for the quarter of your final payroll. Our Modified Business Tax guide explains the rate and the $50,000 threshold.

The commerce tax applies only above $4,000,000 of Nevada gross revenue in a fiscal year (NRS 363C.200); if you were above it, the return is due 45 days after June 30. Our commerce tax guide has the details. For employer unemployment insurance, contact Nevada Unemployment Insurance to report that you have stopped paying wages.

Step 7: Close Local Licenses and Your Fictitious Firm Name

Local licenses are separate from the state filing and the Secretary of State does not cancel them. A fictitious firm name (DBA) is registered with a county clerk, and each clerk sets its own fee. The Clark County Clerk fee schedule lists a $20 fee to terminate a certificate in Clark County; for other counties, such as the Washoe County Clerk, ask the clerk, because we have not verified their fees.

City and county business licenses are cancelled with whichever office issued them. Start with the City of Las Vegas business license, the City of Reno business license guide or the Clark County business license guide, and ask about your final billing period. Occupational licenses, such as a contractor or cosmetology license, are held with their own boards, so contact each one.

Step 8: Wind Up and Distribute Assets

After the articles are filed, the managers or members become trustees of the dissolved company under NRS 86.541(2). They may sue and defend claims, collect assets, pay obligations and distribute what is left, but not continue the business. We found no statutory deadline for winding up in those sections. Pay creditors in the order in Step 2, then distribute to members under your operating agreement.

Keep your registered agent until winding up is done. This is our reasoning, not a statutory rule: a dissolved company can still be sued under NRS 86.505, and a lawsuit needs somewhere to be served. Our registered agent guide covers the agent rules.

Step 9: File Final Federal Returns and Close the EIN

The IRS: closing a business page lists what to file for the year you close. A single-member LLC taxed as a sole proprietorship reports the closing on Schedule C with the owner's individual return. A partnership-taxed LLC files Form 1065 and checks the "final return" box, with a final Schedule K-1 for each member. An LLC that elected corporate taxation files its corporate return, and the IRS page also tells corporations to file Form 966.

If you had employees, make final deposits, file Form 941 or 944 for the quarter of the last wages (check the closing box and enter the date), file Form 940 with the final-return box checked, and give each employee a Form W-2. The IRS page also covers Forms 1099-NEC for contractors. To close the EIN account, send the IRS a letter with the legal name, EIN, address and reason; the IRS cannot close the account until all returns are filed and all tax is paid.

Step 10: Keep Records for the Claim Windows

The IRS says to keep employment tax records for at least four years. Separately, NRS 86.505 bars claims against a dissolved LLC or its members that are not filed within 2 years of the effective date, if the plaintiff knew or should have known the facts by the dissolution date, or within 3 years in any other case. Our conclusion is to keep the filed articles, the signed consent, final accounts and distribution records for at least 3 years, and longer for tax records.

Costs and Fees

ItemCostSource
Articles of dissolution$100NRS 86.561(1)(c)
Expedited service (optional)Up to $125 (24 hours), $500 (2 hours) or $1,000 (1 hour); ceilings, not confirmed chargesNRS 225.140(2)(d)
Copies from the Secretary of State$2 per pageNRS 86.561(1)(i)
State business license renewalNot due with the annual list if you submit evidence of dissolution; otherwise $200, plus $100 if lateNRS 76.130
Annual list for an LLC$150, due the last day of the anniversary monthNRS 86.263(4)(b)
Clark County fictitious firm name termination$20Clark County Clerk fee schedule

What Dissolution Does Not Do

Dissolving does not erase claims. Under NRS 86.505, the company keeps existing to settle its business and to defend claims, and the filing does not impair a remedy against it or its managers or members within the windows in Step 10. Do not use this guide if the LLC is insolvent and creditors are pressing; NRS 86.5411 lets creditors or members ask a court for a receiver, and that calls for a Nevada attorney. Also see a CPA before you close if the LLC owns real estate, has several members or has an S corporation election, since final-return rules differ for each.

Common Mistakes

Filing after the anniversary month: the renewal and annual list were already due, and a late renewal adds $100 under NRS 76.130.

Treating the filing as the finish line: the Department of Taxation, the county clerk, city licensing offices and the IRS each close their own accounts.

Distributing before paying creditors: NRS 86.521 puts creditors first.

Skipping the final federal box: the IRS asks you to mark final returns, and it cannot close the EIN until all returns are filed.

If you plan to open a new company afterward, see our Nevada LLC guide and comparison of LLC formation services.

Important Disclaimer

This article is informational and does not constitute legal or tax advice. Dissolution has legal and tax consequences that depend on your operating agreement, your debts and how the LLC is taxed. Before you file, consult a Nevada business attorney about the vote, creditor claims and distributions, and a CPA or enrolled agent about the final returns.

Sources

Keep exploring: related Nevada guides