1. The signed articles of dissolution must be filed with the Secretary of State. Articles of dissolution are effective at the time of the filing of the articles with the Secretary of State or upon a later date and time as specified in the articles, which date must not be more than 90 days after the date on which the articles are filed. If the articles filed pursuant to this section specify a later effective date but do not specify an effective time, the articles are effective at 12:01 a.m. in the Pacific time zone on the specified later date.
2. The manager or managers in office at the time of dissolution, or the members, if there are no managers, or the personal representatives, are thereafter trustees of the dissolved company, with full power to prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the company, to enable the company gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, to distribute its money and other property among the members, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which the company was established.
(Added to NRS by 1991, 1303; A 1995, 2113; 1999, 1616; 2001, 1394, 3199; 2005, 2197; 2011, 2801; 2013, 1282)
Structure Nevada Revised Statutes
Chapter 86 - Limited-Liability Companies
NRS 86.022 - "Articles" and "articles of organization" defined.
NRS 86.031 - "Bankrupt" defined.
NRS 86.051 - "Foreign limited-liability company" defined.
NRS 86.055 - "In interest" defined.
NRS 86.061 - "Limited-liability company" and "company" defined.
NRS 86.065 - "Majority in interest" defined.
NRS 86.071 - "Manager" defined.
NRS 86.081 - "Member" defined.
NRS 86.091 - "Member’s interest" defined.
NRS 86.095 - "Noneconomic member" defined.
NRS 86.101 - "Operating agreement" defined.
NRS 86.105 - "Personal representative" defined.
NRS 86.111 - "Real property" defined.
NRS 86.118 - "Registered agent" defined.
NRS 86.121 - "Registered office" defined.
NRS 86.1252 - "Restricted limited-liability company" defined.
NRS 86.1255 - "Series" and "series of members" defined.
NRS 86.131 - Applicability of chapter to foreign and interstate commerce.
NRS 86.151 - Filing requirements.
NRS 86.155 - Perpetual existence of company.
NRS 86.161 - Articles of organization: Required and optional provisions.
NRS 86.176 - Name of company: Reservation; injunctive relief.
NRS 86.201 - Commencement of organizational existence.
NRS 86.211 - Articles of organization: Notice imparted by filing.
NRS 86.216 - Amendment of articles of organization before issuance of member’s interest.
NRS 86.221 - Amendment and restatement of articles of organization.
NRS 86.226 - Filing and effectiveness of certificate of amendment or judicial decree of amendment.
NRS 86.231 - Registered agent required; address of registered office.
NRS 86.236 - Registered agent of series; service of process, notice or demand upon series.
NRS 86.261 - Service of process, notice or demand upon registered agent.
NRS 86.263 - Filing requirements; fees; notice; regulations.
NRS 86.264 - Additional filing requirements for certain companies: Criteria; statement; fees.
NRS 86.266 - Certificate of authorization to transact business.
NRS 86.269 - Addresses of managers and members required; failure to file.
NRS 86.272 - Defaulting companies: Identification; reinstatement; penalty.
NRS 86.274 - Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets.
NRS 86.276 - Defaulting companies: Conditions and procedure for reinstatement.
NRS 86.278 - Defaulting companies: Reinstatement under old or new name; regulations.
NRS 86.279 - "Distribution" defined.
NRS 86.286 - Operating agreement.
NRS 86.293 - Noneconomic members.
NRS 86.296 - Classes of members or managers; series of members.
NRS 86.298 - Duties of manager or managing member.
NRS 86.301 - Limitation on authority to contract debt or incur liability.
NRS 86.311 - Acquisition, ownership and disposition of property by company and series.
NRS 86.321 - Contributions to capital: Form.
NRS 86.341 - Distributions: Generally.
NRS 86.345 - Distributions: Limitations applicable to restricted limited-liability companies.
NRS 86.346 - Distributions: Form; status of member or transferee.
NRS 86.351 - Nature and transfer of member’s interest; rights of transferee; substituted members.
NRS 86.361 - Liability of persons assuming to act as company without authority.
NRS 86.371 - Liability of member or manager for debts or liabilities of company.
NRS 86.381 - Member of company is not proper party in proceeding by or against company; exception.
NRS 86.391 - Liability of member to company.
NRS 86.401 - Rights and remedies of creditor of member.
NRS 86.421 - Indemnification of manager, member, employee or agent: Proceeding by company.
NRS 86.431 - Indemnification of manager, member, employee or agent: Scope; authorization.
NRS 86.441 - Indemnification of member or manager: Advancement of expenses.
NRS 86.481 - Exclusion of company which provides self-insurance from title 57 of NRS.
NRS 86.483 - Authority of member to bring action.
NRS 86.485 - Qualifications of plaintiff.
NRS 86.490 - Dissolution before commencement of business; limitations.
NRS 86.495 - Dissolution by decree of court; termination of series by decree of court.
NRS 86.521 - Distribution of assets after dissolution.
NRS 86.531 - Articles of dissolution: Required provisions and signatories.
NRS 86.5412 - Appointment of receiver or trustee of insolvent company: Powers.
NRS 86.5413 - Property and privileges of insolvent company vest in appointed receiver.
NRS 86.5416 - Reorganization of company by majority in interest of members during receivership.
NRS 86.5417 - Powers of district court.
NRS 86.5418 - Receiver to take possession of company assets upon court order.
NRS 86.5419 - Inventory, lists of debts and reports by receiver.
NRS 86.542 - Creditors’ proofs of claims; when participation barred; notice.
NRS 86.5421 - Creditors’ claims to be in writing under oath; examination of claimants.
NRS 86.5422 - Action on creditors’ claims; appeal of disallowed claims.
NRS 86.5423 - Substitution of receiver as party; abatement of actions.
NRS 86.5424 - Sales of encumbered or deteriorating property.
NRS 86.5425 - Compensation, costs and expenses of receiver.
NRS 86.5426 - Distribution of money to creditors and members.
NRS 86.5427 - Acts of majority of receivers effectual; removal and vacancies.
NRS 86.5428 - Employees’ liens for wages when company insolvent.
NRS 86.543 - Law governing organization, internal affairs and liability of managers and members.
NRS 86.545 - Issuance of certificate of registration by Secretary of State.
NRS 86.546 - Name for registration.
NRS 86.5462 - Additional filing requirements for certain companies: Criteria; statement; fees.
NRS 86.5463 - Certificate of authorization to transact business.
NRS 86.5464 - Addresses of managers or managing members required; failure to file.
NRS 86.5466 - Defaulting companies: Duties of Secretary of State.
NRS 86.5467 - Defaulting companies: Conditions and procedure for reinstatement.
NRS 86.5468 - Defaulting companies: Reinstatement or revival under old or new name; regulations.
NRS 86.5469 - Cancellation of registration without additional fees and penalties; regulations.
NRS 86.547 - Cancellation of registration.
NRS 86.548 - Penalty for transacting business without registration; enforcement; regulations.
NRS 86.5483 - Activities not constituting transaction of business.
NRS 86.5487 - Determination of whether solicitation is made or accepted.
NRS 86.549 - Action by Attorney General to restrain transaction of business.
NRS 86.557 - Form required for filing of records.
NRS 86.566 - Filing of records written in language other than English.
NRS 86.571 - Waiver of notice.
NRS 86.580 - Renewal or revival of charter: Procedure; fee; certificate as evidence.
NRS 86.590 - Renewal or revival of charter: Status of company.