How JustAnswer Works:
  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.
Ask Law Pro Your Own Question
Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24869
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
Type Your Business Law Question Here...
Law Pro is online now
A new question is answered every 9 seconds

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: 3 years ago.
Category: Business Law
Expert:  Law Pro replied 3 years 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 3 years ago.



and yes it is who was initially listed many years ago

Expert:  Law Pro replied 3 years 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 3 years 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 3 years 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 3 years 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 3 years 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.


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) . . . .

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Previous | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK

Meet The Experts:

  • Dimitry K., Esq.

    Dimitry K., Esq.


    Satisfied Customers:

    Run my own successful business/contract law practice.
< Last | Next >
  • Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.


    Satisfied Customers:

    Run my own successful business/contract law practice.
  • MShore Law's Avatar

    MShore Law


    Satisfied Customers:

    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • RGMacEsq's Avatar



    Satisfied Customers:

    Licensed Texas General Practice Attorney
  • Barrister's Avatar



    Satisfied Customers:

    15 years practicing attorney, MBA
  • J.Hazelbaker's Avatar



    Satisfied Customers:

    Experienced and trained in the area of business law.
  • MDLaw's Avatar



    Satisfied Customers:

    Experience in business law, contract law and related matters.
  • J. Warren's Avatar

    J. Warren


    Satisfied Customers:

    Experience in general business transaction and formation matters.

Related Business Law Questions