Nevada Foreign Registration / Cancellation

Leaving Nevada: cancelling a foreign LLC registration

A foreign LLC ends its Nevada registration by filing a certificate of cancellation, on the Secretary of State's Certificate of Dissolution/Cancellation form, for $100 (NRS 86.561(1)(c) and (g)). A manager signs it, or a member if the company has no managers, and the cancellation takes effect when filed unless the certificate names a later moment, no more than 90 days on.

Cancellation at a glance

Form: Certificate of Dissolution/Cancellation
Fee: $100
Signature: A manager; a member where no managers are appointed
Effective: On filing, or a stated date and time no more than 90 days after filing
Corporations instead file: Certificate of Dissolution/Withdrawal, notice of withdrawal $100

What the certificate says

Among other details, the certificate gives the LLC's name and, if the cancellation is not to take effect on filing, the effective date and time, which cannot be more than 90 days after filing. It is accompanied by the required fee. The form covers both domestic dissolutions and foreign cancellations, so mark it as a foreign LLC's cancellation and use the name registered in Nevada.

Before you cancel

Bring the list current. A registration in default or forfeited for a missed list has fees and penalties attached; see the exception below for revoked LLCs that stopped working here.
Watch the anniversary month. The list and State Business License renew together, so timing the cancellation before that month can save a renewal.
Tell the agent. The registered agent stops receiving papers once the registration ends.
Close tax accounts. Any Department of Taxation registration is separate from the Secretary of State record.

If the registration was revoked

A foreign LLC whose right to transact business was revoked does not have to pay its back fees and penalties to cancel, as long as it shows the Secretary of State that it did not transact business in Nevada during the revocation, or that it paid for the part of that period when it did. Then only the $100 cancellation fee applies.

The other way out of revocation, for a company that wants to keep operating here, is reinstatement: overdue lists brought up to date, current agent details, an authorizing declaration, every unpaid year's fees and penalties, plus $300 for reinstating.

Cancelling versus letting it lapse

Some owners stop paying the annual list and let the registration fall into forfeiture instead of cancelling. It saves the $100 in the short run, but the company then sits in a terminated status on the state's records (revoked, permanently revoked, dissolved, cancelled, terminated or withdrawn all count), notices keep going to the registered agent, and if anyone keeps doing business here in that status the matter can be referred for the fine. A clean cancellation closes the record with a known effective date.

Sending the cancellation

The certificate goes to the Commercial Recordings Division by mail or in person, with the fee. Pay by card on the office's authorization form, security code included, or by another accepted method; never email card details. If the company also wants proof afterwards that it left properly, the office can certify documents and issue certificates for a fee.

Records to keep

The filed certificate comes back stamped once processed; the scanned copy is the state's official record. Keep it with the original registration. If it has not arrived, tell us within 60 days, or replacements have to be bought as copies. A mistake in a filed cancellation is fixed with a certificate of correction ($175), and a certified copy costs $30 per certification.

Changing rather than leaving

If what changed is the company's name or other registered details, an amendment to the registration ($175) keeps it alive. If only the managers changed, an amended list does the job. A new registered agent is a statement of change for $60.

Corporations

A foreign corporation leaving Nevada files a notice of withdrawal, $100 under NRS 80.050, on the Certificate of Dissolution/Withdrawal form. A corporation still subject to the newspaper publication rule while it does business here owes $100 for each month a statement goes unpublished, so settle that before leaving.

Cancelling a foreign LLC registration

Stop Nevada business
Or confirm it stopped during any revocation.
Complete the cancellation form
Nevada name, and an effective date if not on filing.
Have a manager sign
Or a member if there are no managers.
File with the fee
$100, by mail or in person.
Close the loose ends
Agent, tax accounts, records.

Cancellation questions

Can a corporation use this form?

No. A foreign corporation withdraws on the Certificate of Dissolution/Withdrawal form, with its own $100 fee.

Where do we send it?

To the Commercial Recordings Division in Carson City, 401 North Carson Street, Carson City, NV 89701-4201, by mail or in person.

Can we choose when the cancellation takes effect?

Yes: on filing, or a stated date and time no more than 90 days after filing.

Can you file the cancellation for us?

Yes, on request. Email us with the Nevada name and the date you want it effective.

Our fee and the Nevada bundle

Register my company in Nevada

Utah or any stateNevada

$199

+ the Nevada bundle

The Nevada application for a foreign LLC, written from your answers
The initial list of managers or members that must accompany it
The State Business License application on the same filing
A Nevada registered agent, provided by us or picked by you
Delivery of the bundle to the state, then your filed record comes back
Renewal: after the first year, the agent service renews at $149 a year

Nevada's registration fee is $75. The initial list adds $150 and the State Business License $200. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

Registering in Nevada?

Send us the LLC and where it was formed.