Nevada Dissolution Package to Dissolve Corporation
NEVADA CORPORATE
DISSOLUTION
Statutory Reference:
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.Â
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."Â 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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