Default and Reinstatement
How do you bring back a business entity from the dead?
A business entity in Nevada, whether an LLC, corporation, professional corporation, PLLC, limited partnership, etc., must be renewed annually. This entails filing your annual list and paying the appropriate registration fee and State business license fee.
When the annual filing deadline is missed, the entity goes into default. If it remains in default for one year, the business charter is revoked. And if nothing is done for another 5 years, the entity is permanently revoked.
Can an entity that is in default or that has been revoked, be brought back into good standing?
Yes. This is called “reinstatement.” To bring the company back into good standing with the State of Nevada, you file an Application for Reinstatement and pay the required fees and penalties.
Want to know how much is owed? The Secretary of State calculates the fees for you. Just look up your company’s name on the State’s website, and click the green button that says “Calculate Fees” and you will know how much you must pay to reinstate the business.
What about if the company has been permanently revoked?
That sounds pretty permanent.
Well, you would think so; but not really. A company that has been permanently revoked cannot be reinstated, but it can be revived. This is like bring the business back from the dead!
To revive a Nevada business, a Certificate of Revival must be filed and the fees and penalties paid. But to determine the amount of fees and penalties owed, you must call the Secretary of State’s office. When a company is revived, its as though the company never went into default, as the revival can relate back to the date of the company’s charter.
What about intentionally dissolving a company?
Sometimes people just let the business die a natural death by not filing the annual list and not paying the State fees. This is often done where the company never really engaged in any business.
However, if the company was an active business and now needs to be shut down, it is recommended that it be formally dissolved. To do so, you file Articles of Dissolution with the State. But before you can do this, the entity must be good standing, which means it cannot be in default or revoked status.
If you needed help reinstating or reviving your Nevada LLC or corporation, give us a call at (702) 894-4110.