Fill and Sign the Nevada Dissolution Package to Dissolve Corporation Nevada Form

CORPORATE DISSOLUTION NEVADA Electronic Version STATUTORY REFERENCE NEVADA REVISED STATUTES, Title 7, Chapter 78, §§78.575 through 78.615 INTRODUCTORY NOTES AND LAW SUMMARY A Nevada corporation may be voluntarily dissolved in two ways: First, if the corporation has not begun in business and there has been no payment of capital into the corporation, then the incorporators (or the Board of Directors as named in the original Articles of Incorporation) may dissolve the corporation by filing a Certificate of Dissolution with the Secretary of State. The Certificate must be signed by a majority of the incorporators (or the Board of Directors as named in the original Articles of Incorporation). Second, if stock has been issued by the corporation, or if the corporation has begun in business, then the Board of Directors may pass a resolution that the corporation should be dissolved. If the corporation has issued no stock, then only the directors need to approve the resolution. If stock has been issued, then the resolution must be recommended to the shareholders by the Board. The stockholders must be notified each shareholder entitled to vote of a special meeting to consider the resolution to dissolve. The shareholders must approve the resolution by majority vote (or such other vote as the By-Laws might require). Upon following the appropriate procedure as set out above, the secretary of state, when satisfied that these requirements have been complied with, shall issue a certificate that the corporation is dissolved. This, however, does not totally end the existence and/or liability of the corporation or the duties of the Directors who were in office at the time of the dissolution. The corporation continues " as a body corporate for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or character by or against it and of enabling it gradually to settle and close its business, to collect and discharge its obligations, to dispose of and convey its property, and to distribute its assets, but not for the purpose of continuing the business for which it was established." Further, any cause of action existing BEFORE the dissolution of the corporation, and any cause of action arising within two years AFTER the dissolution of the corporation, is still a viable cause of action. When a corporation is dissolved, the directors of the corporation become trustees of the corporate assets. The trustees then have the power and obligation to " settle the affairs, collect the outstanding debts, sell and convey the property, real and personal…." of the corporation and to use the corporate assets to pay or provide for the payment of all liabilities of the corporation. If there are insufficient funds to satisfy all corporate liabilities, then the liabilities shall be satisfied in order of priority and, if and when applicable, on a pro-rata basis. The Trustees, IN THE NAME OF THE CORPORATION, have the authority to sue for and recover the debts and property of the corporation and may be sued, IN THE NAME OF THE CORPORATION, for the debts owing by the corporation at the time of its dissolution. The Trustees are jointly and severally responsible for corporate debts, BUT ONLY TO THE EXTENT THAT MONEY OR PROPERTY OF THE CORPORATION COMES INTO THEIR POSSESSION. After all liabilities of the corporation have been paid or provided for, then the Trustees may divide any remaining money or property among the shareholders. INSTRUCTIONS TO DISSOLVE A NEVADA CORPORATION I. YOU MUST INCLUDE THE "CUSTOMER ORDER INSTRUCTIONS" WITH WHEN YOU FILE YOUR CERTIFICATE. SEE FORM B. II. SEE FORM 1 - CERTIFICATE OF DISSOLUTION (Before Payment of Capital and Beginning of Business) 1. If the corporation has not received any capital payments or commenced business, then that corporation may be dissolved by the Incorporators or by the Directors by the filing of Articles of Dissolution and Termination. [IF THE CORPORATION HAS RECEIVED CAPITAL AND COMMENCED BUSINESS, GO TO # III, BELOW.] 2. Instructions to complete FORM 1:  This form MUST be legibly printed or typed.  1. Provided the EXACT name of the corporation as it appears on the records of the Secretary of State.  2. There is nothing to add to this section.  3. There is nothing to add to this section.  4. There is nothing to add to this section.  5. Name and signature of incorporators or directors.  File the original and one copy of the Certificate of Dissolution.  Include the filing fee. A personal or corporate check is acceptable. Mail the original and one copy of the Certificate of Dissolution, along with the filing fee (make check payable to Nevada Secretary of State) to the address indicated on the form. 3. A transmittal letter to send with the articles is included for your use. SEE FORM A - TRANSMITTAL LETTER 4. The corporation is dissolved upon the effective date of the filing of its Certificate of Dissolution. III. DISSOLUTION BY THE BOARD OF DIRECTORS AND SHAREHOLDERS OR BY WRITTEN CONSENT OF THE SHAREHOLDERS 1. The Board of Directors may propose to the shareholders that the corporation be dissolved. For a proposal to dissolve to be adopted by the shareholders, the proposal MUST be recommended by the Board. SEE FORM 2 - RESOLUTION OF BOARD REGARDING DISSOLUTION OF THE CORPORATION 2. EVERY shareholder must be notified of a shareholder's meeting to consider dissolving the corporation. SEE FORM 3 - NOTICE OF SPECIAL MEETING 3. Unless the Board of Directors or the Articles of Incorporation require a greater vote, the Resolution of the Board must be approved by a majority of the shareholders. 4. In the alternative, the shareholders may, without action of the Board, agree by written consent to dissolve the corporation. SEE FORM 4 - WRITTEN CONSENT OF SHAREHOLDERS 5. Once the decision to dissolve the corporation has been made and approved, then you must file Certificate of Dissolution. SEE FORM 5 - CERTIFICATE OF DISSOLUTION (Before or After Issuance of Stock and After Beginning Business) 6. Instructions to complete FORM 5:  This form MUST be legibly printed or typed.  1. Provided the EXACT name of the corporation as it appears on the records of the Department of State.  2. Provide the name and address of EACH officer and director.  This Certificate must be signed by an Officer.  Include the filing fee. Mail the original and one copy of the Certificate of Dissolution, along with the filing fee (make check payable to Nevada Secretary of State) to the address indicated on the form. NOTE: SEE INTRODUCTORY NOTE ABOVE FOR PROCEDURES REGARDING THE WINDING UP OF THE BUSINESS OF THE CORPORATION. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM 1 CERTIFICATE OF DISSOLUTION (Before Payment of Capital and Beginning of Business) You can download this form at the following link: http://www.uslegalforms.com/dissolution/NV/NV-Diss-initial.pdf FORM 2 RESOLUTION OF BOARD OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, a Nevada corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary SEE FORM 3 NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of ___________________________________________________________________, a Nevada corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM 4 WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Nevada corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 5 CERTIFICATE OF DISSOLUTION (Before or After Issuance of Stock and After Beginning Business) You can download this form at the following link: http://www.uslegalforms.com/dissolution/NV/NV-Diss.pdf FORM A TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Amendments Division 204 North Carson Street, Suite 1 Carson City NV 89701-4520 Re: Certificate of Dissolution Dear Sir: Enclosed please find the original and one copy of Certificate of Dissolution for _______________________________________________________, a Nevada corporation. Also enclosed you will find a check in payment of the filing fee. Please file this document and provide a certified copy to me. Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ___________________________ _____________________________________________________________________________ Thank you in advance for your assistance. Yours very truly,