Fill and Sign the Nevada Dissolution Package to Dissolve Limited Liability Company Llc Nevada Form

LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION NEVADA Electronic Version STATUTORY REFERENCE NEVADA REVISED STATUTES, §§ 86.491 through 86.541 INTRODUCTORY NOTES AND LAW SUMMARY A limited-liability company must be dissolved and its affairs wound up: 1. At the time, if any, specified in the articles of organization; 2. Upon the occurrence of an event specified in an operating agreement; or 3. By the unanimous written agreement of all members. The dissolution of a limited-liability company does not impair any remedy or cause of action available to or against it or its managers or members arising before its dissolution and commenced within 2 years after the date of the dissolution. A dissolved company continues as a company for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or nature 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. In settling accounts after dissolution, the liabilities of a limited-liability company must be paid in the following order: 1. To creditors, including members who are creditors, in the order of priority as provided and to the extent otherwise permitted by law, except those to members of the limited- liability company on account of their contributions; 2. To members of the limited-liability company in respect of their share of the profits and other compensation by way of income on their contributions; and 3. To members of the limited-liability company in respect of their contributions to capital. Subject to any statement in the operating agreement, members share in the company’s assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims. When all debts, liabilities and obligations have been paid and discharged, or adequate provision has been made for those debts, liabilities, and obligations, and all of the remaining property and assets have been distributed to the members, articles of dissolution must be filed with the Secretary of State. The articles must be signed by a manager, or if there is no manager, then by a member of the limited liability company. Upon filing of the articles of dissolution, the existence of the company ceases except for the purpose of suits, other proceedings and appropriate action as provided in this chapter. The manager or managers in office at the time of dissolution, or the survivors of them, are thereafter trustees for the members and creditors of the dissolved company and as such have authority to distribute any property of the company discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the dissolved company. STEPS TO DISSOLVE A NEVADA LLC Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION Step 2: Wind up the affairs of the LLC. SEE INTRODUCTORY NOTES. Step 3. SEE FORM 2 - ARTICLES OF DISSOLUTION This form must be typed or printed legibly in black ink. 1. Provide the name of the LLC as it appears on the records of the Secretary of State. 2. There is nothing to add to this section. 3. Provide the signature(s) of the manager or member having the authority to execute the Articles on behalf of the LLC. 4. Include the filing fee. 5. File the original and one copy of the Articles of Dissolution. Mail two originally signed copies of the Articles of Dissolution, along with the filing fee (make check payable to Secretary of State) to the address indicated on the form. A transmittal letter is included in this package for your use. SEE FORM A - TRANSMITTAL LETTER 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 A TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Amendments Division 204 N. Carson Street, Suite 1 Carson City, NV 89701-4520 Re: __________________________ Dear Sir: Enclosed please find the original and one copy of Articles of Dissolution for ______________________________________________, a Nevada limited liability company. Also enclosed is the filing fee. Please file this document and provide a "filed" 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, FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF _________________________________________ A NEVADA LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Nevada limited liability company, hereby resolve to dissolve and consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/NV/NV-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM.