It is never a good idea to simply abandon a corporation. Corporations are independent entities with perpetual lives. The entity will continue to exist and accrue legal and tax obligations even if the shareholders stop using it to conduct business. A Nevada corporation must be officially dissolved according to the specific provisions of the state's corporations statute to close it down. Dissolving a corporation requires the shareholders to follow the steps in the statute and file paperwork with the Nevada Secretary of State's office.
Vote to dissolve the corporation. If the corporation is for-profit and is dissolving before it has been capitalized or has started operations, the law requires a majority vote of the incorporators or directors. If the for-profit corporation has begun business operations, the law requires a majority vote of the directors to dissolve the corporation and a resolution to present the matter to shareholders for approval. Draft the resolution, indicating the vote of the board to dissolve, and have it signed by the president of the board. If the corporation is a nonprofit corporation or a corporation sole (a nonprofit holding company), the law requires a majority vote of the board of directors. Adopt a resolution that memorializes the vote.
Read More: What Does Dissolved Mean for a Corporation?
Call a meeting of the shareholders of a for-profit corporation that has been in business to vote on the resolution by the board to dissolve the corporation. The law requires the majority consent of the shareholders of this type of corporation to process the dissolution. Record the shareholder vote in the meeting minutes. File the meeting minutes in the corporate records book.
File a certificate of dissolution with the Nevada Secretary of State's office. Go to the state's website and access the business center. Follow the links to close down a corporation. Download the certificate that represents the type of corporation you want to dissolve. Fill out the form. All of the forms require the filer to certify that the dissolution is authorized, to indicate an effective date of dissolution, to provide names and addresses of responsible parties and to provide signatures. The appropriate filing fee must accompany the form. There are instructions attached to each form that indicate the appropriate filing fee and the address for filing. At this point, a corporation that files a certificate as an entity that has not yet begun business operations is dissolved.
Appoint a manager to wind up the financial affairs of the corporation. Pay all outstanding obligations and debts, including loans to the corporation by shareholders and outstanding state sales and payroll taxes. Put aside enough money to cover contingent liabilities, such as pending lawsuits, that the corporation is aware of or suspects may become an issue after the entity closes its doors.
Liquidate the assets of a for-profit corporation. Distribute any excess capital that is not used to pay obligations to shareholders in proportion to their ownership interests. Appoint a trustee to manage the account that holds the reserves for contingent liabilities. Creditors have two years under Nevada law to make a claim. After that time period, distribute the assets in the account to shareholders. At this point, a for-profit corporation that has been conducting business in Nevada is dissolved.
Make arrangements for another nonprofit corporation to accept the assets of a Nevada nonprofit corporation or a corporation sole. A nonprofit has no shareholders, and by law its assets must be transferred to another tax-exempt entity. The accepting nonprofit must be approved by the board and cannot have a conflicted relationship with anyone involved with the dissolving nonprofit. At this point, a Nevada nonprofit corporation or corporation sole is dissolved.
File final federal and state income tax returns. For every type of corporation, file the appropriate federal and state income tax forms — or information return in the case of a nonprofit — and pay any outstanding taxes. On the front of the form, near the top, check the box that indicates "final return." Filing a tax return with this box checked closes the corporation's tax account with the federal and state governments.
- Nevada Secretary of State: Corporation - Close A Business
- Nevada Revised Statutes: Chapter 78 - Private Corporations
- Certificate of Dissolution: For a Nevada Profit Corporation Before or After Issuance of Stock and After Beginning of Business
- Certificate of Dissolution: For a Nevada Profit Corporation Before Payment of Capital and Beginning of Business
- FindLaw: A Chronology -- A Road Map to Closing Down Your Business
Terry Masters has been writing for law firms, corporations and nonprofit organizations since 1995, specializing in business topics, personal finance, taxation, nonprofit issues, and general legal and marketing content creation for the Internet. Terry holds a Juris Doctor and a Bachelor of Science in business administration with a minor in finance.