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RayAnswers, Attorney
Category: Business Law
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Experience:  I have 30 years as a business lawyer in Texas
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I want a nevada corporate formation lawyer to answer

Customer Question

I want a nevada corporate formation lawyer to answer specific questions about permanently revoked status and also show me where it exists in the law.
Submitted: 1 month ago.
Category: Business Law
Expert:  RayAnswers replied 1 month ago.

Hi and welcome to JA. Ray here to help you today.Please bear with me a few moments while I review your question and respond.

Expert:  RayAnswers replied 1 month ago.

What can I help you with,thanks.

Customer: replied 1 month ago.
I want to see in the code where it describes what a 'permanently revoked' means to an LLC and what it means to reinstate it from a cost and liability perspective. Perhaps there is successor liability or back taxes or something.
Expert:  RayAnswers replied 1 month ago.

A business entity in Nevada, whether an LLC, corporation, professional corporation, PLLC, limited partnership, etc., must be renewed annually. This entails filing your annual list and paying the appropriate registration fee and State business license fee.

When the annual filing deadline is missed, the entity goes into default. If it remains in default for one year, the business charter is revoked. And if nothing is done for another 5 years, the entity is permanently revoked.

Can an entity that is in default or that has been revoked, be brought back into good standing?

Yes. This is called “reinstatement.” To bring the company back into good standing with the State of Nevada, you file an Application for Reinstatement and pay the required fees and penalties.

Want to know how much is owed? The Secretary of State calculates the fees for you. Just look up your company’s name on the State’s website, and click the green button that says “Calculate Fees” and you will know how much you must pay to reinstate the business.

What about if the company has been permanently revoked?

That sounds pretty permanent.

Reinstate a Revoked Business

Well, you would think so; but not really. A company that has been permanently revoked cannot be reinstated, but it can be revived. This is like bring the business back from the dead!

To revive a Nevada business, a Certificate of Revival must be filed and the fees and penalties paid. But to determine the amount of fees and penalties owed, you must call the Secretary of State’s office. When a company is revived, its as though the company never went into default, as the revival can relate back to the date of the company’s charter.

What about intentionally dissolving a company?

Sometimes people just let the business die a natural death by not filing the annual list and not paying the State fees. This is often done where the company never really engaged in any business.

However, if the company was an active business and now needs to be shut down, it is recommended that it be formally dissolved. To do so, you file Articles of Dissolution with the State. But before you can do this, the entity must be good standing, which means it cannot be in default or revoked status.

Expert:  RayAnswers replied 1 month ago.

Call and find out how much is owed here

Secretary of State
Nevada State Capitol Building
101 North Carson Street, Suite 3
Carson City, NV 89701
Phone:(###) ###-####br />FAX:(###) ###-####

Thanks and thanks for rating 5 stars.

Customer: replied 1 month ago.
what about any liabilities from 10 years ago when it was operating or back taxes or something like that?Also...where is it in the nevada code? I couldn't find permanently revoked in the code.
Expert:  RayAnswers replied 1 month ago.

NAC 78.340  Selection of alternative due date by corporation in terminatedstatus. (NRS78.150)

1.  If a corporation is in terminated status,the corporation must have its right to transact business in this State restoredbefore it may select an alternative due date pursuant to NAC78.330.

2.  As used in this section, “terminated status” means any status in the records of the Office of the Secretary of State which indicates that a corporation no longer has the right to transact business in this State, including, without limitation, the status of “revoked,”“permanently revoked,” “dissolved,” “cancelled,” “terminated,” “administrative hold” or “withdrawn.”

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

If you revive here the corporation may still be liable for any back taxes or other debts.

Customer: replied 1 month ago.
It's my friends company. I don't want his back taxes or anything like that. Is there something in the code that allows me to revive it directly with Nevada without taking on his liabilities?
Expert:  RayAnswers replied 1 month ago.

No that the problem here.Thanks.

Customer: replied 1 month ago.
What if I revive to just after the entity went to permanently revoked?
Customer: replied 1 month ago.
Also. How could I find what he owes in taxes and if there are any suits against the entity.
Expert:  RayAnswers replied 1 month ago.

You would have to contact IRS and ask about the entity.Almost certainly they owe back taxes here too.

Customer: replied 1 month ago.
What about suits?
Expert:  RayAnswers replied 1 month ago.

Look for judgments in county clerks office under name of corporation.

Customer: replied 1 month ago.
What about a private investigator or law firm. Would lexis nexis search be enough?
Expert:  RayAnswers replied 1 month ago.

Yes it should reveal anything owed here.