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Richard
Richard, Attorney
Category: Business Law
Satisfied Customers: 46179
Experience:  32 years of experience practicing law and a businessman.
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I have a Nevada Corporation that is in default (officers list

Customer Question

I have a Nevada Corporation that is in default (officer's list renewal). I have decided to terminate this corporation. I will continue in business with another LLC in California.
I have to make a decision whether to file bankrutcy under the Nevada Corporation because I have some debt that I can't pay, but not a lot. Most of the current business will be transferred and I will continue under the other LLC.

This is a property management business that I have had since 2001. Its a very small business managing vacation homes. I don't have resources to spend with legal filings such as bankrutcy and am thinking I really am not in that much jeapardy if I just terminate the Corporation - or let in continue in default.

I will change the merchant processing over to the new name and different bank and let the current bank go even thought there is currently a negative balance which I can't cover, and a small loan that will also default.
My question is would it be better to file bankrutcy?
Submitted: 1 year ago.
Category: Business Law
Expert:  Richard replied 1 year ago.
Welcome! My goal is to do my very best to understand your situation and to provide a full and complete answer for you.



Good morning. You have no reason to declare bankruptcy. You can simply let the corporation sit dormant. The creditors of the corporation can only look to the assets of the corporation and you have no personal liability for the corporation's debts and liabilities. You can dissolve the corporation, but to do so you will need to cure the default by filing the necessary reports...see Paragraph 11 in the instructions below. To dissolve the corporation, you would complete and file the Certificate of Dissolution provided below pursuant to the instructions referenced below. You can complete and file this online with the Nevada Secretary of State at their website: http://nvsos.gov/index.aspx?page=129




Date
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, NevadaNNN-NN-NNNN(NNN) NNN-NNNN
Website: www.nvsos.gov
Certificate of Dissolution
(PURSUANT TO NRS 78.580)
Certificate of Dissolution
For a Nevada Profit Corporation
Before or After Issuance of Stock and After Beginning of Business
(Pursuant to NRS 78.580)
1. Name of corporation:
2. The resolution to dissolve said corporation has been approved by the directors or both the
directors and stockholders as provided in NRS 78.580(1) and (2). The names and addresses of
the president, secretary, treasurer and all directors* are:
Name of president Address
Name of secretary Address
Name of treasurer Address
Address
Address
Name of director
Name of additional director, if any
This form must be accompanied by appropriate fees.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
Nevada Secretary of State Dissolution Profit-After
Revised: 8-31-11
3. Effective date and time of dissolution: (optional)
(must not be later than 90 days after the certificate is filed)
4. Signature: (required)
X
Signature of Officer
*attach a plain 8 1/2" x 11" sheet to list additional directors.
FILING FEE: $100.00
Date: Time:ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, NevadaNNN-NN-NNNN(NNN) NNN-NNNN
Website: www.nvsos.gov
Filing Instructions for the
Amendments Division
IMPORTANT: READ ALL INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORM.
Dear Customer: We value your patronage and desire to provide you the best service
possible. In an effort to facilitate your filing we would appreciate your taking a moment
to read the following before submitting your document. Failure to include any of the
information required on the form may cause the filing to be rejected.
-Thank you-
1.) One file stamped copy of the filing will be returned at no additional charge for most filings. Dissolutions,
Cancellations and Withdrawals do not receive a file stamped copy unless requested at the time of filing. To
receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for
each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate
instructions must accompany your order.
2.) If paying for expedite service, include the word “EXPEDITE” in your correspondence.
3.) Verify filing is submitted on the correct form prescribed by the Secretary of State.
4.) Forms must include appropriate signatures as required.
5.) If applicable, include the appropriate names and addresses as requested on the form.
6.) If adding new managers or general partners, their names and addresses must be set forth.
7.) Documents must reflect the complete name of the entity as registered with the Secretary of State.
8.) Attach all pages that are referenced as attachments.
9.) All documents must be legible for filming and/or scanning.
10.) If filing restated articles (containing newly amended articles, deletions or additions), provide a form
prescribed by the Secretary of State indicating which articles have been amended, deleted or added.
Furthermore, the articles must contain the necessary amendment language as required by the statutes governing
amendments for that type of business entity.
11.) Verify that the status of the entity is not revoked. Verification may be made by visiting our Web site at
www.nvsos.gov or calling this office.
12.) The correct filing date must be provided when required.
13.) All required information must be completed and appropriate boxes checked or filing will be rejected.
14.) Please contact this office for assistance if you are unsure of the filing fee for your document.
All forms may be downloaded from our Web site www.nvsos.gov. The Nevada Revised Statutes may be obtained
at http://www.leg.state.nv.us/NRS.
Filing may be submitted at the office of the Secretary of State or by mail at the following addresses:
MAIN OFFICE:
Regular and Expedited Filings
Secretary of State
Amendments Division
204 North Carson Street, Suite 1
Carson City NV NNN-NN-NNNN
Phone:(NNN) NNN-NNNN
Fax:(NNN) NNN-NNNN
SATELLITE OFFICE:
Expedited Filings Only
Secretary of State – Las Vegas
Commercial Recordings Division
555 East Washington Ave, Suite 5200
Las Vegas NV 89101
Phone:(NNN) NNN-NNNN
Fax:(NNN) NNN-NNNN
Nevada Secretary of State AM Instructions
Revised on: 10-25-10ROSS MILLER
Secretary of State
202 North Carson Street
Carson City, NevadaNNN-NN-NNNN (NNN) NNN-NNNN
Website: www.nvsos.gov
Customer Order Instructions
SUBMIT THIS COMPLETED FORM WITH YOUR FILING USE BLACK INK ONLY - DO NOT HIGHLIGHT
Processing
Service Requested:
Regular 24-Hour Expedite (additional fee included)
Name of Entity: Date:
Return to: XXXXX: Phone:
Return Delivery: (email or fax options do not receive a copy via mail; must be ordered separately)
Email to: Fax to:
Hold for Pick Up Mail to Address Above FedEx: Acct #
Other: (explain below)
Order Description: (include items being ordered and fee breakdown)*
*PLEASE NOTE: this office keeps the original paperwork. The first file
stamped copy ordered at the time of filing is at no charge. Each additional
copy is $2.00 per page (plus $30.00 for each certification).
Total Amount:
Method of Payment:
Check/Money Order Credit Card (attach ePayment checklist) Trust Account:
Use balance remaining in job #
Nevada Secretary of State Customer Order Instructions
Revised: 1-11-11 ROSS MILLER
Secretary of State
202 North Carson Street
Carson City, NevadaNNN-NN-NNNN (NNN) NNN-NNNN
Website: www.nvsos.gov
1 or 2-Hour Expedite
Customer Order Instructions
SUBMIT THIS COMPLETED FORM WITH YOUR FILING USE BLACK INK ONLY - DO NOT HIGHLIGHT
Processing
Service Requested:
2-Hour Expedite
(additional $500.00 fee included)
1-Hour Expedite
(additional $1000.00 fee included)
Name of Entity: Date:
Return to: XXXXX: Phone:
Return Delivery:
Email to: Fax to:
Hold for Pick Up Mail to Address Above FedEx: Acct #
Other: (explain below)
Order Description: (include items being ordered and fee breakdown)*
*PLEASE NOTE: this office keeps the original paperwork. The first file
stamped copy ordered at the time of filing is at no charge. Each additional
copy is $2.00 per page (plus $30.00 for each certification).
Total Amount:
Method of Payment:
Check/Money Order Credit Card (attach ePayment checklist) Trust Account:
Use balance remaining in job #
Nevada Secretary of State 1-2 Hr Customer Order Instructions
Revised: 1-11-11
ROSS MILLER
Secretary of State
202 North Carson Street
Carson City, NevadaNNN-NN-NNNN
Phone:(NNN) NNN-NNNN
Website: www.nvsos.gov
24-hour, 2-hour and 1-hour
Expedite Service Guidelines
IMPORTANT: To ensure expedited service, please mark “Expedite” in a conspicuous place at
the top of the service request. Please indicate method of delivery.
24-HOUR EXPEDITE SERVICE
The Secretary of State offers a 24-hour expedite service on most filings processed by this office. If you choose to utilize
this service, please enclose with your filing the additional expedite fee. Please note that this expedite fee is in addition to
the standard fee charged on each filing and/or order. Check the 24-hour expedite box on your customer order instruction
form. If not using our order form, state clearly in your cover letter that you are requesting 24-hour expedited service,
include your telephone number and return information. Attach the order form or cover sheet to the top of your filing and
submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other arrangements are made. This
office does not fax confirmation of a 24-hour expedite.
The fee for 24-hour handling ranges from $25.00 to $125.00. Please consult our fee schedules for the appropriate 24-
hour expedite fee. If you require assistance, please contact this office.
Time Constraints: Each filing submitted receives same day filing date and may be picked up within 24-hours. Filings to
be mailed the next business day if received by 2:00 pm of receipt date and no later than the 2nd business day if received
after 2:00 pm. Expedite period begins when filing or service request is received in this office in fileable form.
2-HOUR EXPEDITE SERVICE
The Secretary of State offers a 2-hour expedite service on most filings processed by this office. If you choose to utilize
the 2-hour expedite service, please enclose with your filing an additional $500.00 per filing and/or order. Please note that
this expedite fee is in addition to the standard fee charged on each filing and/or order. Complete and submit the 2-hour
customer order instruction form. If not using our order form, state clearly in your cover letter that you are requesting 2-
hour expedited service and include your telephone number and return information. Attach the order form or cover sheet
to the top of your filing and submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other
arrangements are made.
1-HOUR EXPEDITE SERVICE
The Secretary of State offers a 1-hour expedite service on most filings processed by this office. If you choose to utilize
the 1-hour expedite service, please enclose with your filing an additional $1000.00 per filing and/or order. Please note
that this expedite fee is in addition to the standard fee charged on each filing and/or order. Complete and submit the 1-
hour customer order instruction form. If not using our order form, state clearly in your cover letter that you are requesting
1-hour expedited service and include your telephone number and return information. Attach the order form or cover sheet
to the top of your filing and submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other
arrangements are made.
1-Hour and 2-Hour Time Constraints: Each filing submitted for either 1-hour or 2-hour expedite receives same day
filing date and will be acknowledged by fax or e-mail within expedite service time. Failure to indicate method of
acknowledgement (fax or e-mail) or to provide a correct fax number or e-mail address may prevent the Secretary of State
from acknowledging the filing of such documents. Filings may be picked up within the expedite service period. Filings to
be mailed will be mailed out no later than the next business day following receipt. Expedite period begins when filing or
service request is received in this office in fileable form.
The Secretary of State reserves the right to extend the expedite period in times of extreme
volume, staff shortages or equipment malfunction. These extensions are few and will rarely
extend more than a few hours.
Nevada Secretary of State Expedite Guidelines
Revised: 7-1-08
ROSS MILLER
Secretary of State
202 North Carson Street
Carson City, NevadaNNN-NN-NNNN (NNN) NNN-NNNN
Website: www.nvsos.gov
ePayment Checklist
(For Counter, Fax and Mail Requests)
USE BLACK INK ONLY - DO NOT HIGHLIGHT
Service Type: Counter Mail Fax
Order Processing Requested: (Expedite Processing Requires Additional Fees)
Regular Processing 24-HOUR Expedite 2-HOUR Expedite 1-HOUR Expedite
Payment by Card (card holder name and billing address required below)
Card Type: VISA MasterCard Discover American Express
Customer Credit Card Number: V CODE*
* 3-digit number found on the far right of the backside of VISA, MasterCard and Discover cards
4-digit number found on the front right side of American Express card.
NOTICE: For security and verification purposes, all credit card payments must include the 3 or 4-digit CVV2 code
(VCode) number located on the credit card. Failure to include this code will result in the rejection of your filing or service
request.
Credit Card Expiration Date: Month Year
Amount to Charge Card: USD $
Order Information (required)
Entity Name/Order Reference:
Card Holder Information:
Name as it Appears on the Account
Billing Address
City, State, Zip
Telephone
Payment Authorization
I authorize the Secretary of State to bill an amount not to exceed the following to be charged to the above listed
account(s):
Authorized Signature
Not to Exceed Amount: USD $
Nevada Secretary of State ePayment Checklist
Revised: 11-19-10






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X
Customer: replied 1 year ago.


Thank you for your answer. I have spoken to Nev SOS and have the form to file. I have also spoken to my registered agent in Nevada about the decision. I had some concerns as to whether I should wait to cut off the mail address with the agent until filing fedederal tax returns etc. Do you have advice on that situation?

Expert:  Richard replied 1 year ago.
You're welcome....my pleasure. Typically, you pay the registered agent an annual fee which is not usually calendar year. I would continue that relationship through the period for which you have paid, but I would not do any renewal. You can file your Federal return with a current address, you don't need to use the registered agent address, and if the IRS has any concerns it will notify you at the address on the return. The IRS tracks the entity on its taxpayer identification number, not the address.
Customer: replied 1 year ago.


Sorry - just one more question . I understand that I can just let this sit dormant and in default for a time. My agent suggested this. Since I am not in revoked status, I can file the dissolution without paying for the officer's update/license etc fees, but the SOS said there could be legal issues to doing this. This is a family business so everything is just pretty much my decision, but there are family members named as officers and director. I considered doing that filing just to get all other names out of the mix, but am reluctant to pay the $500 fee to do this. Is there any advantage if I just delay and leave it dormant for a time so that I still have an option to do that, vs. just doing a dissolution now?

Expert:  Richard replied 1 year ago.
No worries...I'm here to help. The only issue is that if you let it sit dormant, you are obligated to continue to file tax returns even if the corporation has no activity. If you file the returns yourself, it's only the personal hassle of having to file them; if you pay to have them done, then you'll probably use up the $500 over time. If it were me, I would bite the bullet and dissolve now so you don't have to worry about it anymore.
Richard, Attorney
Category: Business Law
Satisfied Customers: 46179
Experience: 32 years of experience practicing law and a businessman.
Richard and 6 other Business Law Specialists are ready to help you
Expert:  Richard replied 1 year ago.
Thank you so much for the positive rating! I appreciate having had the opportunity to serve you! If I can be of assistance to you in the future, just look me up and I will be happy to help!

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