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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 23672
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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I have an LLC long defunct. Suspended for non payment maybe

Customer Question

I have an LLC long defunct. Suspended for non payment maybe five years ago. The designated agent knows this. I have told them to discontinue services and not to bill me. I heard nothing foryears and now they have resurfaced and are billing me saying they will continue to do so unless I dissolve the LLC officially. Yet I fired them long ago. Can they do this?
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Pro replied 1 year ago.

Welcome to JustAnswer! My goal is to do my very best to understand your situation and to provide a full and complete excellent answer for you.

My name is Fred and I'm going to assist you with your question.

Please bear with me if you believe my answer isn’t coming fast enough because I’m also working with other customers too. I apologize for any seemingly late response.


Who is your designated agent?

Is that whom you listed when you formed the LLC on the registering documents?

Customer: replied 1 year ago.


It's INCORP


 


and yes it is who was initially listed many years ago

Expert:  Law Pro replied 1 year ago.
The only option in Nevada for changing your registered agent is to provide the completed Statement of Change of Registered Agent by Represented Entity form to the Secretary of State by mail, fax, email or in person, along with the filing fee. Nevada strongly encourages you to include the Customer Order Instruction form with all your filings. This form allows you to specify your desired type of processing, method of return delivery and method of payment.

There is a $60 filing fee to change your registered agent in Nevada.


Nevada law mandates that every Nevada Company filed with the Secretary of State have a Registered Agent. That includes all Corporations, Limited-Liability Companies (LLCs), Limited Partnerships (LP) and other corporate entity types. The Registered Agent is a matter of public record and is listed with the Secretary of State.


Failure to designate and maintain a Registered Agent may cause a company to fall out of "Good Standing" within Nevada. This will subject its license to do business in Nevada to forfeiture, with monetary penalties assessed to reinstate the company to "Good Standing" again. The failure to register and designate a Registered Agent may also foreclose or hinder a company's ability to legally enter into contracts and gain access to Nevada courts. It may also subject the company to monetary, civil, and possibly criminal sanctions.

Where do you personally reside?
Customer: replied 1 year ago.


This llc never did business. But it still has title to one piece of real estate in its name. I personally reside in Washington but used to reside in California when the LLC was established many years ago.

Expert:  Law Pro replied 1 year ago.
OK, when did you give them notice that you wanted to terminate your relationship with them?

How did you give them notice?

Do you have evidence of such?
Customer: replied 1 year ago.


several years ago but by e mail I believe. I may have some documentation as it was donemore than once. There would also be a letter or two a year or more ago

Expert:  Law Pro replied 1 year ago.
If you can verify you told them you wanted to terminate their relationship - then they must accept that.

But the problem you have is - that you haven't dissolved the corporation AND they are still listed as the registered agent.

So their legal argument is - that they have a continuing constructive contract and affirmative duty BECAUSE they are still listed as the registered agent.

So they could arguably win in court because they have been and still are listed as your registered agent.

So, you don't have to dissolve the corporation - but you should name another.

It's a roll of the dice. Given the cost to travel back to Nevada to litigate the matter AND that the company is already suspended - I would advise to pay their fee begrudgingly though.

It would cost you far more than if they filed suit against the corporation - too, you must retain legal representation because a corporation is a fictitious entity and can't represent themself pro per.

So that's my advice.

Sorry.

I realize that this answer may not be entirely to your liking, and I regret being the bearer of information that you really don’t want to hear. But it would be unfair to you and unprofessional of me were I to provide you with anything less than truthful and honest information. I hope you understand.



If you have any further questions, please feel free to let me know…

You can always ask for me in your question, “This question is for Law Pro . . (then on with your question) . . . .

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