An LLC may be dissolved at any time specified in its articles of organization, upon the occurrence of an event specified in the operating agreement, the affirmative vote of all its members, or upon entry of decree of judicial dissolution. NRS 86.491. In circumstances of judicial dissolution of an LLC, “the District Court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business of the company in conformity with the articles of organization or operating agreement.” NRS 86.495.
Dissolution requires distribution of an LLC’s assets in the following priority: (1) to creditors, including members who are creditors (does not include contributions); (2) to members in respect to their right to the profits and other compensation by way of income on their distribution; and (3) to members in respect of their contribution of capital. NRS 86.521. “Subject to any statement in the operating agreement, members share in the company’s assets in respect to their claims for capital and in respect to their claims for profit or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims.”
Upon distribution of the LLC assets, “articles of dissolution must be prepared and signed setting forth: (a) The name of the limited-liability company; (b) That the LLC has been or will be dissolved; and (c) The effective date and time of the dissolution of the LLC, which may not be later than the effective date and time of the articles of dissolution.” NRS 86.531. The articles must be signed by a manager, or if there is no manager by a member, of the company.
The signed articles of dissolution of the LLC must then be filed with the Nevada Secretary of State, whereafter the dissolution becomes effective and the company ceases to exist, except for the purpose of suits, other proceedings and appropriate action as provided in Statute. NRS 86.541. The manager has “authority to distribute any property of the company discovered asked her dissolution, convey real estate and take such other action as may be necessary on the behalf of and in the name of the dissolved company.” NRS 86.541.
