Nevada Dissolution Package to Dissolve Limited Liability Company LLC
NEVADA
LIMITED LIABILITY COMPANY
VOLUNTARY DISSOLUTION
STATUTORY REFERENCE
NEVADA REVISED STATUTES, §§ 86.491 through 86.541
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
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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.ÂÂ
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.
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