How to Dissolve an LLC in Nevada: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve a Nevada LLC by getting the members' approval to dissolve, winding up the business, and filing Articles of Dissolution with the Nevada Secretary of State for a $100 fee under NRS 86.531. Before or during that process you settle debts and taxes, close your Nevada Department of Taxation and IRS accounts, and cancel licenses. Filing Articles of Dissolution stops future Annual List and State Business License fees.

Quick Answer

Form: Articles of Dissolution (Limited-Liability Company), NRS 86.531
Filing fee: $100 (2026), to the Nevada Secretary of State (NRS 86.561)
Agency: Nevada Secretary of State - file online via SilverFlume
Approval: Member vote or written consent, per your operating agreement
Before filing: Wind up, pay creditors, settle taxes, resolve any past-due fees
Effect: Ends the LLC and stops future Annual List and license fees

How Dissolving a Nevada LLC Works

Closing a Nevada LLC properly is a three-part process: the members approve dissolution, the company winds up its affairs, and it files Articles of Dissolution with the Nevada Secretary of State under NRS Chapter 86. Dissolution is a formal legal act - an LLC does not end just because you stop operating it. Until you file, the company remains on the record and keeps accruing Annual List and State Business License obligations. For the national process, see how to dissolve an LLC.

The state filing itself costs $100 under NRS 86.561. The larger work is winding up: paying creditors, closing tax accounts, and distributing what remains to the members. Below is the step-by-step path.

Steps to Dissolve a Nevada LLC

Vote to dissolve. Follow your operating agreement's rules for approving dissolution; if the agreement is silent, Nevada's default rules under NRS Chapter 86 apply. Document the decision in a written consent or meeting minutes.
Wind up the business. Stop taking on new business, collect receivables and other assets, and pay or make provision for the LLC's debts and liabilities. Nevada law allows a dissolved company to continue only for the purpose of winding up.
Settle Nevada taxes and accounts. File final returns and close your Commerce Tax, Modified Business Tax, and sales and use tax accounts with the Nevada Department of Taxation. Cancel any state or local business licenses tied to the company.
File Articles of Dissolution ($100). Submit Articles of Dissolution to the Secretary of State with the $100 fee, online through SilverFlume or by mail. The filing must contain the statements required by NRS 86.531.
Close federal accounts and the EIN. File your final federal return, and ask the IRS to close the business account associated with your EIN after the final return is filed.

Distribute any remaining assets to the members according to their interests, and keep the company's records after closing in case of later questions from creditors or tax authorities.

Winding Up: Paying Debts and Distributing Assets

Winding up is the heart of dissolution. During this phase the LLC continues to exist only to settle its affairs: it does not carry on ordinary business. The company should collect its assets, pay or make reasonable provision for all known debts and liabilities, and then distribute anything left to the members according to their ownership interests. Paying creditors before members is important - distributing assets to members while debts remain unpaid can expose the members to claims. If the LLC cannot pay all its debts, consult a professional about the proper order of distribution and any creditor-notice procedures.

Order of payment protects the members. As a general rule, a dissolving LLC pays or provides for its creditors first, then returns capital contributions and distributes any surplus to the members according to their interests. Distributing money to members while known debts remain unpaid can expose those members to clawback claims from creditors. It is also wise to keep enough of a reserve to cover contingent or disputed liabilities - a pending lawsuit, a warranty obligation, or a final tax bill - rather than emptying the accounts the moment the business stops. Winding up carefully is what makes the eventual dissolution filing clean.

Settling Federal and Nevada Taxes

Because Nevada has no personal or corporate income tax, there is no state income tax clearance to obtain the way some states require. You still must close out any Nevada business taxes that applied to your LLC. If your LLC had employees, file the final Modified Business Tax return; if it exceeded the Commerce Tax threshold of $4,000,000 in Nevada gross revenue, file the final Commerce Tax return; and if it collected sales tax, file the final sales and use tax return and surrender the permit. Federally, file your final income tax return and mark it as final. The IRS explains the steps for closing a business. See also business tax.

The absence of a Nevada income tax simplifies closure compared with many states, but do not skip the tax step entirely. If your LLC ever registered for a Nevada tax account - sales and use tax, Modified Business Tax, or Commerce Tax - the Department of Taxation expects a final return and a close-out of that account. Leaving an account open can generate estimated assessments or delinquency notices addressed to a business that no longer exists. Federally, if the LLC had employees you must also file final employment tax returns and issue final W-2 forms. Closing each account you opened, in the same jurisdictions where you opened it, is what fully unwinds the LLC's obligations.

Nevada Dissolution Costs and Filings

The table below summarizes the filings involved in closing a Nevada LLC. Amounts are effective for 2026 and set by statute.

Step	Filing	Fee (2026)	Agency
End the LLC	Articles of Dissolution	$100	Secretary of State
Resolve delinquency (if revoked)	Reinstatement + back fees	Varies + penalties	Secretary of State
Close payroll tax	Final Modified Business Tax return	No filing fee	Dept. of Taxation
Close gross-revenue tax	Final Commerce Tax return (if over $4M)	No filing fee	Dept. of Taxation
Close sales tax	Final sales/use tax return; surrender permit	No filing fee	Dept. of Taxation
Close federal account	Final IRS return; close EIN account	$0	IRS

Dissolving a Revoked or Delinquent LLC

If your LLC has already been moved to revoked status for missing Annual List or State Business License filings, you have options. Nevada generally expects delinquent fees and penalties to be addressed: you can reinstate the company under NRS 86.276 by filing the missing lists and paying the back fees and penalties, then dissolve it, or use the statutory route that allows dissolution of a revoked company in certain circumstances. Which path fits depends on how long the company has been in default and whether you need it briefly restored to good standing. Handling this correctly avoids leaving loose ends that resurface later. See Nevada's Annual List and State Business License for the compliance rules behind revocation.

A common question is whether you must bring a delinquent LLC fully current before you can end it. In many cases the answer is yes - Nevada generally wants the outstanding Annual List and State Business License obligations resolved so the record is clean. That is why letting fees pile up makes closing more expensive, not less: the longer the company sits in default, the more back fees and penalties accumulate before you can wrap it up. If cost is a concern, dissolving sooner rather than later almost always saves money compared with abandoning the entity and dealing with it years down the road.

Why Filing Beats Just Walking Away

Abandoning an LLC instead of dissolving it is a common and costly mistake. The company remains on the Secretary of State's records, continues to owe the $150 Annual List and $200 State Business License each year, and accrues late penalties until it is revoked under NRS 86.274. Formal dissolution draws a clear line: it ends the entity, stops the recurring fees, and gives creditors and tax agencies notice that the business has closed. The $100 filing is far cheaper than years of accumulating penalties.

There is a liability angle too. As long as the LLC exists on the record, it can be sued, and if it no longer maintains a registered agent it may not even receive notice of the lawsuit - a recipe for a default judgment. Formal dissolution, by contrast, starts the clock on winding up and puts creditors on notice that the business has closed, which helps cut off stale claims. Walking away leaves the entity in an ambiguous, exposed limbo; dissolving resolves it.

Keep Records After Dissolving

Closing the LLC does not end your recordkeeping duty. Keep the company's key documents after dissolution - the Articles of Organization and Dissolution, operating agreement, member consents, final tax returns, and records of how assets were distributed. Tax authorities can examine returns for years after they are filed, and a former creditor or member could raise a question later. A practical approach is to retain tax records for at least the period the IRS can audit and to keep the formation and dissolution paperwork indefinitely. Storing these safely means that if anyone ever asks whether the business was properly closed, you can show that it was.

In short, dissolving a Nevada LLC is a sequence, not a single form: approve the decision, wind up and pay creditors, close your federal and Nevada tax accounts, file the $100 Articles of Dissolution, and keep your records. Done in that order, the closure is clean, the recurring $150 Annual List and $200 State Business License stop, and there are no surprises waiting for you later. Rushing to file the dissolution before winding up, or walking away without filing at all, is what creates the problems this guide helps you avoid.

Frequently Asked Questions

How much does it cost to dissolve an LLC in Nevada?

Filing Articles of Dissolution costs $100 under NRS 86.561. You must also resolve any outstanding Annual List and State Business License fees and penalties before the LLC is fully closed.

What form dissolves a Nevada LLC?

Articles of Dissolution for a limited-liability company, filed with the Nevada Secretary of State under NRS 86.531, online through SilverFlume or by mail with the $100 fee.

Do I have to pay Nevada fees I missed before dissolving?

Generally yes. Nevada expects delinquent Annual List and State Business License fees and penalties to be resolved. A revoked LLC may reinstate and then dissolve, or use the statutory path for dissolving a revoked company.

What happens if I just stop filing instead of dissolving?

The LLC does not disappear. It accrues late penalties, is eventually revoked under NRS 86.274, and stays on the record. Formal dissolution stops future Annual List and State Business License fees.

Do I need to close my EIN and tax accounts?

Yes. File final federal and Nevada returns, close your Commerce Tax, Modified Business Tax, and sales tax accounts, and ask the IRS to close the business account tied to your EIN after your final return.

Sources

Nevada Revised Statutes - Chapter 86, Limited-Liability Companies (NRS 86.531 Articles of Dissolution; 86.561 $100 fee; 86.274 revocation; 86.276 reinstatement).
Nevada Secretary of State - Close a Business (dissolution filing).
Nevada Secretary of State - SilverFlume business portal (file dissolution online).
Nevada Department of Taxation - Commerce Tax ($4,000,000 threshold; final return).
Nevada Department of Taxation - Sales and Use Tax (final return; surrender permit).
IRS - Closing a Business (final return; closing the EIN account).
IRS - Limited Liability Company (LLC).
Cornell Legal Information Institute - Dissolution.
Cornell Legal Information Institute - Winding up.
Cornell Legal Information Institute - Limited Liability Company (LLC).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and procedures change; verify current requirements with the Nevada Secretary of State and Nevada Department of Taxation before acting.