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Dissolving the Corporation The Nevada statutes covering voluntary dissolution of corporations provide for voluntary dissolution through a stockholder vote at a stockholder meeting. Before the vote, your board of directors must submit a proposal to dissolve to the stockholders.
Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.
To dissolve an LLC in the state of Nevada, call a meeting of the members of the LLC. The members of the LLC must adopt a resolution calling for its dissolution. Preferably, this is memorialized in writing. Further, the LLC must pay all debts and distribute its remaining assets.
When a corporation is dissolved, it no longer legally exists and, in most cases, its debts disappear as well. State laws usually give additional time beyond the dissolution for creditors to file suits for failure to pay any corporate debts or for the wrongful distribution of corporate assets.
If the company has ceased trading and is closed owing money and your debt is with that company then your liability ends with that company.
After dissolution, you cannot use the funds remaining in your business bank account for new business. LLC members no longer have the authority to conduct business or do anything that would indicate that the LLC is still active. Your bank account can cover only essential winding up affairs.
Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.
In legal terms, when a company is dissolved, it ceases to exist. It cannot still be trading - although a person may trade (misleadingly) using its name.
After a company is dissolved, it must liquidate its assets. Liquidation refers to the process of sale or auction of the company's non-cash assets.Assets used as security for loans must be given to the bank or creditor that extended the loan, or you must pay off the loan before selling such assets.
NEVADA REVISED STATUTES, Title 7, Chapter 78, §§78.575 through 78.615
General Discussion:
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 personalÃÆÃâÃâ Ã¢â¬â¢ÃÆââ¬Â Ã¢ââ‰â¢ÃÆÃââââ¬Ã ÃÆââââ¬Å¡Ã¬Ã¢ââ¬Å¾Ã¢ÃÆÃâÃâ Ã¢â¬â¢ÃÆââââ¬Å¡Ã¬Ãâ¦Ã¡ÃÆÃââââ¬Ã¡ÃÆââ¬Å¡ÃââÃÆÃâÃâ Ã¢â¬â¢ÃÆââ¬Â Ã¢ââ‰â¢ÃÆÃââââ¬Ã¡ÃÆââ¬Å¡ÃââÃÆÃâÃâ Ã¢â¬â¢ÃÆââ¬Å¡ÃââÃÆÃâÃââÃÆââââ¬Å¡Ã¬Ãâ¦Ã¡ÃÆââ¬Å¡ÃâìÃÆÃââââ¬Ã¦ÃÆââ¬Å¡ÃâáÃÆÃâÃâ Ã¢â¬â¢ÃÆââââ¬Å¡Ã¬Ãâ¦Ã¡ÃÆÃââââ¬Ã¡ÃÆââ¬Å¡ÃâìÃÆÃâÃâ Ã¢â¬â¢ÃÆââââ¬Å¡Ã¬Ãâ¦Ã¡ÃÆÃââââ¬Ã¡ÃÆââ¬Å¡Ãâæ." 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.
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NEVADA REVISED STATUTES, Title 7, Chapter 78, §§78.575 through 78.615
General Discussion:
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 personalÃÆÃâÃâ Ã¢â¬â¢ÃÆââ¬Â Ã¢ââ‰â¢ÃÆÃââââ¬Ã ÃÆââââ¬Å¡Ã¬Ã¢ââ¬Å¾Ã¢ÃÆÃâÃâ Ã¢â¬â¢ÃÆââââ¬Å¡Ã¬Ãâ¦Ã¡ÃÆÃââââ¬Ã¡ÃÆââ¬Å¡ÃââÃÆÃâÃâ Ã¢â¬â¢ÃÆââ¬Â Ã¢ââ‰â¢ÃÆÃââââ¬Ã¡ÃÆââ¬Å¡ÃââÃÆÃâÃâ Ã¢â¬â¢ÃÆââ¬Å¡ÃââÃÆÃâÃââÃÆââââ¬Å¡Ã¬Ãâ¦Ã¡ÃÆââ¬Å¡ÃâìÃÆÃââââ¬Ã¦ÃÆââ¬Å¡ÃâáÃÆÃâÃâ Ã¢â¬â¢ÃÆââââ¬Å¡Ã¬Ãâ¦Ã¡ÃÆÃââââ¬Ã¡ÃÆââ¬Å¡ÃâìÃÆÃâÃâ Ã¢â¬â¢ÃÆââââ¬Å¡Ã¬Ãâ¦Ã¡ÃÆÃââââ¬Ã¡ÃÆââ¬Å¡Ãâæ." 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.
Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.